Biglari Holdings SEC Filings

Biglari Holdings Inc. reported that entities affiliated with Chairman and CEO Sardar Biglari made open-market purchases of Class B common stock. Through The Lion Fund, L.P., they bought a total of 52,674 Class B shares on May 12–14 at weighted average prices reported as $249.84, $260.36 and $258.06 per share.

After these trades, The Lion Fund, L.P. is shown holding 1,398,104 Class B shares and 128,811.7 Class A shares indirectly. Biglari Capital Corp. is shown holding 71,855 Class B shares and 25,663.1 Class A shares indirectly, while Sardar Biglari also holds small direct positions in both classes. The filing notes that Mr. Biglari and Biglari Capital Corp. may be deemed to beneficially own the Lion Fund’s holdings.

Biglari Holdings Inc. reported a first-quarter 2026 net loss of $(14,531) (dollars in thousands), improving from a loss of $(33,275) in 2025. Pre-tax operating earnings were $(4,141) (dollars in thousands), compared with $9,994 a year earlier, reflecting weaker results from operating businesses.

Investment results showed a loss of $(14,741) (dollars in thousands) versus $(51,177) in the prior-year quarter, which the company notes can cause large quarterly fluctuations. At March 31, 2026, book value per Class A Equivalent share was $2,006.69. Management emphasizes pre-tax operating earnings as a key non-GAAP measure, excluding investment gains and losses.

Biglari Holdings Inc. reported a first‑quarter 2026 net loss of $14,531, improving from a loss of $33,275 a year earlier. Total revenues edged up to $97,481 from $95,035, but results were pressured by losses in investment partnerships and higher interest expense.

Operating businesses together earned $7,287 before tax, with restaurants, insurance, oil and gas, and brand licensing all profitable, though oil and gas fell sharply without prior‑year asset sale gains. Pre‑tax losses of $13,454 from investment partnerships and $5,651 of interest on debt drove the overall loss. Cash and investments remained sizable, and the company raised $14,920 through an at‑the‑market stock program while continuing to carry a $221,625 Steak n Shake term loan at 8.8%. Management disclosed that disclosure controls and procedures were still not effective due to a previously identified material weakness in internal control over financial reporting, with remediation efforts ongoing.

Biglari Holdings Inc. held its Annual Meeting of Shareholders on April 8, 2026. A total of 200,129 Class A shares were voted, representing about 95% of the 211,176 shares outstanding and entitled to vote.

Shareholders elected five directors, with votes for Sardar Biglari at 169,573 and for other nominees ranging from 168,605 to 171,200, and there were 7,763 broker non-votes. Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 with 198,645 votes for, 1,261 against, and 197 abstentions.

Biglari Holdings Inc. filed Amendment No. 1 to its annual report to add separate audited financial statements for its affiliate investment fund, The Lion Fund II, L.P., as required by Rule 3-09 of Regulation S-X. The audit by Deloitte & Touche LLP gave an unqualified opinion on the Fund’s 2025, 2024, and 2023 financial statements.

For 2025 the Lion Fund II reported partners’ capital of about $129.2 million, with investments in securities at fair value of about $291.1 million and margin debt due to broker of about $163.7 million. The Fund recorded a $63.4 million net decrease in partners’ capital from operations and a total return before performance reallocation of (35.75)% for 2025.

Biglari Holdings Inc. reported an insider open-market purchase of its Class B common stock. On March 13, 2026, The Lion Fund, L.P. purchased 2,810 shares of Class B common stock at a weighted average price of $302.20 per share, held indirectly. Following this transaction, The Lion Fund, L.P. holds 1,345,430 Class B shares. Related footnotes state that Biglari Capital Corp. is the general partner of The Lion Fund and that Sardar Biglari may be deemed a beneficial owner through his control of Biglari Capital Corp.

Biglari Holdings reports consolidated results for fiscal 2025 emphasizing investments and operating businesses. At year-end 2025 total investments (cash, marketable securities, and investments in The Lion Fund) were $1.1 billion at fair value. Investments per share were $1,936 while pre-tax operating earnings per share from businesses were $59.26. Consolidated net operating earnings were $14.153 million, but reported total net earnings were $(37.488) million after investment losses. Steak n Shake led operating performance with same-store sales growth of 10.2% and pre-tax operating earnings of $22.57 million; Steak n Shake operated 404 locations at year-end. The Lion Fund and other equity positions include a $202.3 million Ferrari holding. The company notes a $225 million intercompany distribution from Steak n Shake funded by its debt, with an interest rate slightly under 9% and a net spread cost of approximately $11 million annually.

Biglari Holdings Inc. calls its annual shareholder meeting for April 8, 2026 in San Antonio to elect five directors and ratify Deloitte & Touche LLP as independent auditor for 2026. Holders of 211,176.1 Class A shares outstanding as of February 26, 2026 may vote, with each share entitled to one vote.

Chairman and CEO Sardar Biglari, age 48, remains both controlling shareholder and capital allocator, with beneficial ownership representing about 73.1% of the Class A voting power. Three of the five director nominees are classified as independent under New York Stock Exchange standards, and the company relies on controlled-company exemptions from some governance requirements.

Executive pay is highly concentrated: in 2025 Mr. Biglari received salary of $900,000 and no bonus or equity, while Controller Bruce Lewis received $1,300,000 in salary. The company highlights an incentive agreement for the CEO based on return on equity for operating businesses and discloses a 2025 CEO-to-median employee pay ratio of roughly 58 to 1.

The proxy also details related-party arrangements, including performance-based investment fees and a rolling service agreement with entities owned by Mr. Biglari, as well as compensation to certain family members employed or consulting within subsidiaries. Shareholders receive guidance on how to submit director nominations, communicate with the board, and bring proposals to future annual meetings.

Biglari Holdings Inc. reported an insider-related open-market purchase by an affiliated investment fund. On 2026-03-09, The Lion Fund, L.P. bought 3,320 shares of Biglari Holdings Class B common stock at a weighted average price of $301.06 per share, giving it 1,342,620 Class B shares afterward. The Lion Fund, whose general partner is Biglari Capital Corp., also indirectly holds 128,811.7 Class A shares. Biglari Capital Corp. indirectly holds 71,855 Class B and 25,663.1 Class A shares, while Sardar Biglari directly holds 1 Class B share and 0.1 Class A share.