[10-Q] Biglari Holdings Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Biglari Holdings Inc. filed its Q3 2025 report, showing a quarterly net loss of $5,291 and stronger year‑to‑date profitability. Third‑quarter revenue was $99,738, while revenue for the first nine months reached $295,392 with net earnings of $12,365.

Restaurants led growth: Steak n Shake and Western Sizzlin generated $71,741 in Q3 revenue, driven by a 15.6% same‑store sales increase at domestic company‑operated Steak n Shake units. Insurance earned $19,179 in Q3 revenue with improved underwriting, while oil and gas revenue was $7,372 amid lower commodity pricing, partially offset by gains on asset sales earlier in the year.

Liquidity and capital structure shifted meaningfully. Cash and cash equivalents rose to $272,485 from $30,709 at year‑end, supported by $89,188 in operating cash flow and financing inflows. On September 30, Steak n Shake obtained a $225,000 five‑year loan at 8.8% interest, amortized at 3.0% per year, secured by its real estate, with proceeds distributed to Biglari Holdings. Total debt rose, with note payable and lines of credit at $214,914 long‑term and $20,916 current. Investment partnership losses of $15,897 weighed on Q3 results.

Insights

Multi-segment equity analyst

Cash up sharply; new $225,000 subsidiary loan added leverage.

BH reported Q3 revenue of $99,738 and a quarterly net loss of $5,291, primarily due to $15,897 in investment partnership losses. Year‑to‑date revenue was $295,392 with net earnings of $12,365.

Operating cash flow reached $89,188 for the first nine months. Cash rose to $272,485, aided by financing inflows after Steak n Shake entered a $225,000, five‑year loan at 8.8%, amortized at 3.0%, secured by restaurant real estate; proceeds were distributed to the parent. Long‑term note and credit balances increased to $214,914, with $20,916 current.

Restaurants improved on a 15.6% same‑store sales lift at company‑operated Steak n Shake units. Insurance posted higher underwriting gains. Oil and gas revenues declined, though earlier gains on property sales ($10,212 for the nine months) provided support. Actual impact from the new debt will flow through interest expense and segment cash generation over subsequent periods.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 001-38477

BIGLARI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Indiana						82-3784946
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

19100 Ridgewood Parkway,			Suite 1200
San Antonio,			Texas						78259
(Address of principal executive offices)									(Zip Code)

(210) 344-3400

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols			Name of each exchange on which registered
Class A Common Stock, no par value			BH.A			New York Stock Exchange
Class B Common Stock, no par value			BH			New York Stock Exchange
Class A Common Stock, no par value			BH.A			NYSE Texas, Inc.
Class B Common Stock, no par value			BH			NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☒
Non-accelerated filer			☐			Smaller reporting company			☒
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Number of shares of common stock outstanding as of November 5, 2025:

Class A common stock –			206,864
Class B common stock –			2,068,640

Table of Contents

BIGLARI HOLDINGS INC.

INDEX

Page No.

Part I – Financial Information

Item 1.

Financial Statements

1

Consolidated Balance Sheets — September 30, 2025 and December 31, 2024

1

Consolidated Statements of Earnings — Third Quarter and First Nine Months 2025 and 2024

2

Consolidated Statements of Comprehensive Income — Third Quarter and First Nine Months 2025 and 2024

3

Consolidated Statements of Cash Flows — First Nine Months 2025 and 2024

4

Consolidated Statements of Changes in Shareholders’ Equity — Third Quarter and First Nine Months 2025 and 2024

5

Notes to Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

36

Item 4.

Controls and Procedures

36

Part II – Other Information

Item 1.

Legal Proceedings

36

Item 1A.

Risk Factors

36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 3.

Defaults Upon Senior Securities

36

Item 4.

Mine Safety Disclosures

36

Item 5.

Other Information

36

Item 6.

Exhibits

37

Signatures

38

Table of Contents

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIGLARI HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

			September 30, 2025						December 31, 2024
			(Unaudited)
Assets
Current assets:
Cash and cash equivalents			$	272,485					$	30,709
Investments			96,684						102,975
Receivables			21,239						25,184
Inventories			3,934						4,031
Other current assets			9,803						7,716
Total current assets			404,145						170,615
Property and equipment			368,134						376,155
Operating lease assets			39,596						34,011
Goodwill and other intangible assets			76,239						75,316
Investment partnerships			179,160						201,727
Other assets			12,224						8,309
Total assets			$	1,079,498					$	866,133
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses			$	70,987					$	63,381
Losses and loss adjustment expenses			18,502						17,250
Unearned premiums			18,224						17,236
Current portion of lease obligations			14,331						14,449
Current portion of note payable and lines of credit			20,916						35,000
Total current liabilities			142,960						147,316
Lease obligations			97,007						90,739
Deferred taxes			28,096						29,393
Note payable and lines of credit			214,914						10,000
Asset retirement obligations			15,736						15,218
Other liabilities			506						506
Total liabilities			499,219						293,172
Shareholders’ equity
Common stock			1,138						1,138
Additional paid-in capital			385,594						385,594
Retained earnings			640,064						627,699
Accumulated other comprehensive loss			(1,372)						(2,872)
Treasury stock, at cost			(445,145)						(438,598)
Biglari Holdings Inc. shareholders’ equity			580,279						572,961
Total liabilities and shareholders’ equity			$	1,079,498					$	866,133

See accompanying Notes to Consolidated Financial Statements.

1

Table of Contents

BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in thousands except per share amounts)

			Third Quarter												First Nine Months
			2025						2024						2025						2024
			(Unaudited)												(Unaudited)
Revenues
Restaurant operations			$	71,741					$	62,384					$	208,101					$	188,855
Insurance premiums and other			19,179						18,247						57,351						53,674
Oil and gas			7,372						9,574						24,800						27,755
Licensing and media			1,446						202						5,140						715
Total revenues			99,738						90,407						295,392						270,999
Costs and expenses
Restaurant cost of sales			41,838						36,212						119,635						107,519
Insurance losses and underwriting expenses			13,195						14,397						46,179						45,205
Oil and gas production costs			3,245						4,425						10,171						13,206
Licensing and media costs			2,396						432						6,468						1,458
Selling, general and administrative			20,423						19,510						64,643						56,438
Gain on sale of oil and gas properties			(95)						(54)						(10,212)						(16,700)
Impairments			—						—						1,251						1,107
Depreciation, depletion, and amortization			9,545						10,585						30,074						29,760
Interest expense on leases			1,508						1,353						4,081						4,016
Interest expense on borrowings			829						275						2,581						317
Total costs and expenses			92,884						87,135						274,871						242,326
Other income
Investment gains			1,491						4,740						2,831						3,724
Investment partnership gains (losses)			(15,897)						35,314						(6,985)						(22,591)
Total other income (expenses)			(14,406)						40,054						(4,154)						(18,867)
Earnings (loss) before income taxes			(7,552)						43,326						16,367						9,806
Income tax expense (benefit)			(2,261)						11,201						4,002						3,292
Net earnings (loss)			$	(5,291)					$	32,125					$	12,365					$	6,514
Net earnings (loss) per average equivalent Class A share *			$	(20.38)					$	114.77					$	47.28					$	23.15

*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $(4.08) and $9.46 for the third quarter and first nine months of 2025, respectively, and $22.95 and $4.63 for the third quarter and first nine months of 2024, respectively.

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

			Third Quarter												First Nine Months
			2025						2024						2025						2024
			(Unaudited)												(Unaudited)
Net earnings (loss)			$	(5,291)					$	32,125					$	12,365					$	6,514
Foreign currency translation			20						488						1,500						339
Comprehensive income (loss)			$	(5,271)					$	32,613					$	13,865					$	6,853

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

			First Nine Months
			2025						2024
			(Unaudited)
Operating activities
Net earnings			$	12,365					$	6,514
Adjustments to reconcile net earnings to operating cash flows:
Depreciation, depletion, and amortization			30,074						29,760
Provision for deferred income taxes			(1,417)						(2,756)
Asset impairments			1,251						1,107
Gains on sale of assets			(14,050)						(21,718)
Investment and investment partnership gains and losses			4,154						18,867
Distributions from investment partnerships			54,000						1,000
Changes in receivables, inventories and other assets			(2,571)						(2,503)
Changes in accounts payable and accrued expenses			5,382						1,394
Net cash provided by operating activities			89,188						31,665
Investing activities
Capital expenditures			(18,950)						(23,497)
Proceeds from property and equipment disposals			17,968						25,412
Purchases of interests in limited partnerships			(44,965)						(30,499)
Purchases of investments			(48,375)						(56,183)
Sales of investments and redemptions of fixed maturity securities			58,122						49,851
Net cash used in investing activities			(36,200)						(34,916)
Financing activities
Proceeds from line of credit			43,000						16,050
Payments on line of credit			(73,000)						(7,050)
Proceeds from note payable, net			223,000						—
Principal payments on direct financing lease obligations			(4,278)						(4,131)
Net cash provided by financing activities			188,722						4,869
Effect of exchange rate changes on cash			54						(42)
Increase in cash, cash equivalents and restricted cash			241,764						1,576
Cash, cash equivalents and restricted cash at beginning of year			31,432						29,654
Cash, cash equivalents and restricted cash at end of third quarter			$	273,196					$	31,230

			September 30,
			2025						2024
			(Unaudited)
Cash and cash equivalents			$	272,485					$	29,891
Restricted cash in other long-term assets			711						1,339
Cash, cash equivalents and restricted cash at end of third quarter			$	273,196					$	31,230

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(dollars in thousands)

			Common Stock						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Treasury Stock						Total
For the third quarter and first nine months of 2025
Balance at December 31, 2024			$	1,138					$	385,594					$	627,699					$	(2,872)					$	(438,598)					$	572,961
Net earnings (loss)															(33,275)																		(33,275)
Other comprehensive income																					470												470
Adjustment for holdings in investment partnerships																											(320)						(320)
Balance at March 31, 2025			$	1,138					$	385,594					$	594,424					$	(2,402)					$	(438,918)					$	539,836
Net earnings (loss)															50,931																		50,931
Other comprehensive income																					1,010												1,010
Adjustment for holdings in investment partnerships																											(2,491)						(2,491)
Balance at June 30, 2025			$	1,138					$	385,594					$	645,355					$	(1,392)					$	(441,409)					$	589,286
Net earnings (loss)															(5,291)																		(5,291)
Other comprehensive income																					20												20
Adjustment for holdings in investment partnerships																											(3,736)						(3,736)
Balance at September 30, 2025			$	1,138					$	385,594					$	640,064					$	(1,372)					$	(445,145)					$	580,279

For the third quarter and first nine months of 2024
Balance at December 31, 2023			$	1,138					$	385,594					$	631,458					$	(2,518)					$	(416,342)					$	599,330
Net earnings (loss)															22,579																		22,579
Other comprehensive loss																					(31)												(31)
Adjustment for holdings in investment partnerships																											(3,306)						(3,306)
Balance at March 31, 2024			$	1,138					$	385,594					$	654,037					$	(2,549)					$	(419,648)					$	618,572
Net earnings (loss)															(48,190)																		(48,190)
Other comprehensive loss																					(118)												(118)
Adjustment for holdings in investment partnerships																											(1,085)						(1,085)
Balance at June 30, 2024			$	1,138					$	385,594					$	605,847					$	(2,667)					$	(420,733)					$	569,179
Net earnings (loss)															32,125																		32,125
Other comprehensive income																					488												488
Adjustment for holdings in investment partnerships																											(29)						(29)
Balance at September 30, 2024			$	1,138					$	385,594					$	637,972					$	(2,179)					$	(420,762)					$	601,763

See accompanying Notes to Consolidated Financial Statements.

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BIGLARI HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(dollars in thousands, except share and per share data)

Note 1. Summary of Significant Accounting Policies

Description of Business

The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal recurring adjustments. The results for the interim periods shown are not necessarily indicative of results for the year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2024.

Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.

As of September 30, 2025, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Steak n Shake Inc., Western Sizzlin Corporation, First Guard Insurance Company, Maxim Inc., Southern Pioneer Property & Casualty Insurance Company, Biglari Reinsurance Ltd., Southern Oil Company and Abraxas Petroleum Corporation. Intercompany accounts and transactions have been eliminated in consolidation.

Note 2. Earnings Per Share

Earnings per share of common stock is based on the weighted average number of shares outstanding during the year. The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P., and The Lion Fund II, L.P., (collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding.

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Note 2. Earnings Per Share (continued)

The following table presents shares authorized, issued and outstanding on September 30, 2025 and December 31, 2024.

			September 30, 2025												December 31, 2024
			Class A						Class B						Class A						Class B
Common stock authorized			500,000						10,000,000						500,000						10,000,000
Common stock issued and outstanding			206,864						2,068,640						206,864						2,068,640

The Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. (Class B shares are economically equivalent to one-fifth of a Class A share.) The equivalent Class A common stock applied for computing earnings per share excludes the proportional shares of Biglari Holdings’ stock held by the investment partnerships. In the tabulation below is the weighted average equivalent Class A common stock for earnings per share.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Equivalent Class A common stock outstanding			620,592						620,592						620,592						620,592
Proportional ownership of Company stock held by investment partnerships			360,948						340,683						359,052						339,245
Equivalent Class A common stock for earnings per share			259,644						279,909						261,540						281,347

Note 3. Investments

We classify investments in fixed maturity securities at the acquisition date as available-for-sale. Realized gains and losses on disposals of investments are determined on a specific identification basis. Dividends and interest earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

Investment gains for the third quarter and first nine months of 2025 were $1,491 and $2,831, respectively. Investment gains in the third quarter and first nine months of 2024 were $4,740 and $3,724, respectively.

Note 4. Investment Partnerships   

The Company reports on the limited partnership interests in investment partnerships under the equity method of accounting. We record our proportional share of equity in the investment partnerships but exclude Company common stock held by said partnerships. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. The Company records gains/losses from investment partnerships (inclusive of the investment partnerships’ unrealized gains and losses on their securities) in the consolidated statements of earnings based on our carrying value of these partnerships. The fair value is calculated net of the general partner’s accrued incentive fees. Gains and losses on Company common stock included in the earnings of these partnerships are eliminated because they are recorded as treasury stock. 

Biglari Capital Corp. is the general partner of the investment partnerships. Biglari Capital Corp. is solely owned by Mr. Biglari. Under the terms of their partnership agreements, each contribution made by the Company to the investment partnerships is subject to a rolling five year lock-up period. The lock-up period can be waived by the general partner in its sole discretion.

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Note 4. Investment Partnerships (continued)

The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below.

			Fair Value						Company Common Stock						Carrying Value
Partnership interest at December 31, 2024			$	656,266					$	454,539					$	201,727
Investment partnership gains (losses)			100,784						107,769						(6,985)
Distributions (net of contributions)			(9,035)												(9,035)
Changes in proportionate share of Company stock held									6,547						(6,547)
Partnership interest at September 30, 2025			$	748,015					$	568,855					$	179,160

			Fair Value						Company Common Stock						Carrying Value
Partnership interest at December 31, 2023			$	472,772					$	273,669					$	199,103
Investment partnership gains (losses)			(10,682)						11,909						(22,591)
Contributions (net of distributions)			29,499												29,499
Changes in proportionate share of Company stock held									4,420						(4,420)
Partnership interest at September 30, 2024			$	491,589					$	289,998					$	201,591

The carrying value of the investment partnerships net of deferred taxes is presented below.

			September 30, 2025						December 31, 2024
Carrying value of investment partnerships			$	179,160					$	201,727
Deferred tax liability related to investment partnerships			(28,493)						(17,255)
Carrying value of investment partnerships net of deferred taxes			$	150,667					$	184,472

We expect that a majority of the $28,493 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships.

The Company’s proportionate share of Company stock held by investment partnerships at cost was $445,145 and $438,598 at September 30, 2025 and December 31, 2024, respectively. 

The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock.  Fair value of our partnership interest is assessed according to our proportional ownership interest of the fair value of investments held by the investment partnerships. Unrealized gains and losses on marketable securities held by the investment partnerships affect our net earnings. 

Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Gains (losses) from investment partnerships			$	(15,897)					$	35,314					$	(6,985)					$	(22,591)
Tax expense (benefit)			(3,421)						8,867						(1,277)						(5,438)
Contribution to net earnings (loss)			$	(12,476)					$	26,447					$	(5,708)					$	(17,153)

On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above an annual hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The total incentive reallocation from Biglari Holdings to Biglari Capital Corp. includes gains on the Company’s common stock. Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements.

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Note 4. Investment Partnerships (continued)

Incentive reallocation related to gains on the Company’s stock was $8,360 through the first nine months of 2025. There were no incentive reallocations accrued during the first nine months of 2024.

Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below.

			Equity in Investment Partnerships
			Lion Fund						Lion Fund II
Total assets as of September 30, 2025			$	697,518					$	349,565
Total liabilities as of September 30, 2025			$	29,853					$	187,490
Revenue for the first nine months of 2025			$	117,616					$	8,643
Earnings for the first nine months of 2025			$	116,829					$	1,307
Biglari Holdings’ ownership interest as of September 30, 2025			92.2		%				86.2		%
Total assets as of December 31, 2024			$	567,387					$	367,630
Total liabilities as of December 31, 2024			$	20,609					$	188,202
Revenue for the first nine months of 2024			$	(1,940)					$	(630)
Earnings for the first nine months of 2024			$	(3,233)					$	(9,261)
Biglari Holdings’ ownership interest as of September 30, 2024			90.2		%				87.8		%

Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments.

Note 5. Property and Equipment

Property and equipment is composed of the following.

			September 30, 2025						December 31, 2024
Land			$	131,930					$	134,738
Buildings			166,340						160,282
Land and leasehold improvements			155,130						152,091
Equipment			212,742						213,800
Oil and gas properties			157,723						156,849
Construction in progress			2,452						672
			826,317						818,432
Less accumulated depreciation, depletion, and amortization			(458,183)						(442,277)
Property and equipment, net			$	368,134					$	376,155

Depletion expense related to oil and gas properties was $8,276 and $7,412 during the first nine months of 2025 and 2024, respectively.

The Company did not record any impairments to restaurant long-lived assets in the third quarter of 2025 and 2024. The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $1,251 and $107 in the first nine months of 2025 and 2024, respectively.

We did not record any impairments to our oil and gas assets during the third quarter and first nine months of 2025 and 2024. However, if commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves, and cash flows will be adversely impacted.

Abraxas Petroleum recorded gains of $95 and $54 during the third quarter of 2025 and 2024, respectively, and recorded gains of $10,212 and $16,700 during the first nine months of 2025 and 2024, respectively, as a result of selling undeveloped reserves.

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Note 5. Property and Equipment (continued)

Abraxas may receive future royalties for each of these transactions as the reserves are developed by the respective unaffiliated parties.

Property and equipment held for sale of $1,786 and $1,081 are recorded in other assets as of September 30, 2025 and December 31, 2024, respectively. The assets classified as held for sale include properties which were previously company-operated restaurants.

During the first nine months of 2025 and 2024, the Company recognized net gains of $3,825 and $5,335, respectively, in connection with property sales, lease terminations and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of the net assets acquired in connection with business acquisitions.

A reconciliation of the change in the carrying value of goodwill is as follows.

			Goodwill
Goodwill at December 31, 2024
Goodwill			$	53,796
Impairments prior to 2025			(1,300)
			52,496
Change in foreign exchange rates during the first nine months of 2025			72
Goodwill at September 30, 2025			$	52,568

Goodwill and indefinite-lived intangible asset impairment reviews include determining the estimated fair values of our reporting units and indefinite-lived intangible assets. The key assumptions and inputs used in such determinations may include forecasting revenues and expenses, cash flows and capital expenditures, as well as an appropriate discount rate and other inputs. Significant judgment by management is required in estimating the fair value of a reporting unit and in performing impairment reviews. Due to the inherent subjectivity and uncertainty in forecasting future cash flows and earnings over long periods of time, actual results may differ materially from the forecasts. If the carrying value of the indefinite-lived intangible asset exceeds fair value, the excess is charged to earnings as an impairment loss. If the carrying value of a reporting unit exceeds the estimated fair value of the reporting unit, then the excess, limited to the carrying amount of goodwill, will be charged to earnings as an impairment loss. There was no impairment recorded by Steak n Shake for goodwill during the first nine months of 2025 or 2024. We perform our annual assessment of our recoverability of goodwill related to Western Sizzlin during the second quarter. We did not record an impairment for goodwill during 2025. An impairment to goodwill of $1,000 was recorded in 2024. There was no impairment recorded for intangible assets during the first nine months of 2025 and 2024.

Other Intangible Assets

Intangible assets with indefinite lives are composed of the following.

			Trade Names						Lease Rights						Total
Balance at December 31, 2024
Intangibles			$	15,876					$	10,692					$	26,568
Impairments prior to 2025			—						(3,748)						(3,748)
			15,876						6,944						22,820
Change in foreign exchange rates during the first nine months of 2025			—						851						851
Balance at September 30, 2025			$	15,876					$	7,795					$	23,671

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Note 7. Restaurant Operations Revenues

Restaurant operations revenues were as follows.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Net sales			$	47,462					$	39,660					$	135,935					$	119,210
Franchise partner fees			19,166						17,157						56,455						53,064
Franchise royalties and fees			2,897						3,442						9,514						10,534
Other			2,216						2,125						6,197						6,047
			$	71,741					$	62,384					$	208,101					$	188,855

Net Sales

Net sales are composed of retail sales of food through company-operated stores. Company-operated store revenues are recognized, net of discounts and sales taxes, when our obligation to perform is satisfied at the point of sale. Sales taxes related to these sales are collected from customers and remitted to the appropriate taxing authority and are not reflected in the Company’s consolidated statements of earnings as revenue.

Franchise Partner Fees

Franchise partner fees are composed of up to 15% of sales as well as 50% of profits. We are therefore fully affected by the operating results of the business, unlike in a traditional franchising arrangement, where the franchisor obtains a royalty fee based on sales only. We generate most of our revenue from our share of the franchise partners’ profits. An initial franchise fee of ten thousand dollars is recognized when the operator becomes a franchise partner. The Company recognizes franchise partner fees monthly as underlying restaurant sales occur.

The Company leases or subleases property and equipment to franchise partners under lease arrangements. Both real estate and equipment rental payments are charged to franchise partners and are recognized in accordance with ASC 842, “Leases”. During the third quarter of 2025 and 2024, restaurant operations recognized $5,885 and $5,780, respectively, in franchise partner fees related to rental income. During the first nine months ended September 30, 2025 and September 30, 2024, restaurant operations recognized $17,325 and $17,265, respectively, in franchise partner fees related to rental income.

Franchise Royalties and Fees

Franchise royalties and fees from Steak n Shake and Western Sizzlin franchisees are based upon a percentage of sales of the franchise restaurant and are recognized as earned. Franchise royalties are billed on a monthly basis. Initial franchise fees when a new restaurant opens or at the start of a new franchise term are recorded as deferred revenue when received and recognized as revenue over the term of the franchise agreement.

Other Revenue

Restaurant operations sell gift cards to customers which can be redeemed for retail food sales within our stores. Gift cards are recorded as deferred revenue when issued and are subsequently recorded as net sales upon redemption. Restaurant operations estimate breakage related to gift cards when the likelihood of redemption is remote. This estimate utilizes historical trends based on the vintage of the gift card. Breakage on gift cards is recorded as other revenue in proportion to the rate of gift card redemptions by vintage.

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Note 8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include the following.

			September 30, 2025						December 31, 2024
Accounts payable			$	27,811					$	28,542
Gift cards and other marketing			4,154						6,655
Insurance accruals			1,340						1,746
Compensation			6,383						4,911
Deferred revenue			3,689						3,723
Taxes payable			13,946						8,134
Oil and gas payable			2,347						1,912
Professional fees			6,386						3,052
Due to broker			4,379						3,517
Other			552						1,189
Accounts payable and accrued expenses			$	70,987					$	63,381

Note 9. Note Payable and Lines of Credit

Note payable and lines of credit include the following.

Current portion of note payable and lines of credit			September 30, 2025						December 31, 2024
Steak n Shake note payable			$	5,916					$	—
Biglari Holdings lines of credit			15,000						35,000
Total current portion of note payable and lines of credit			$	20,916					$	35,000
Long-term portion of note payable and lines of credit
Steak n Shake note payable			$	214,914					$	—
Biglari Holdings lines of credit			—						10,000
Total long-term portion of note payable and lines of credit			$	214,914					$	10,000

Biglari Holdings Line of Credit

Biglari Holdings’ line of credit dated September 13, 2022 was amended on September 13, 2024 and the available line of credit is $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. There was a $15,000 and $35,000 balance on the line of credit on September 30, 2025 and December 31, 2024, respectively. Our interest rate was 7.1% on September 30, 2025 and December 31, 2024.

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit was terminated on September 29, 2025.

Steak n Shake Note Payable

On September 30, 2025, Steak n Shake obtained a loan of $225,000. The term of the loan is five years, with an interest rate fixed at 8.8% per annum, and the loan will be amortized at a rate of 3.0% per annum. The loan includes customary covenants as well as financial maintenance covenants and customary events of default. The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings. All of the debt is secured by real estate owned by Steak n Shake.

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Note 9. Note Payable and Lines of Credit (continued)

Expected principal payments for the Steak n Shake note payable as of September 30, 2025, are as follows.

Year
Remainder of 2025						$	1,125
2026						6,750
2027						6,750
2028						6,750
2029						6,750
After 2029						196,875
Total Steak n Shake note payable						225,000
Less unamortized debt issuance costs						4,170
Total Steak n Shake note payable, net						$	220,830

Western Sizzlin Revolver

Western Sizzlin’s available line of credit is $500. As of September 30, 2025 and December 31, 2024, there was no debt outstanding under its revolver.

Note 10. Unpaid Losses and Loss Adjustment Expenses

Our liabilities for unpaid losses and loss adjustment expenses (also referred to as “claim liabilities”) under insurance contracts are based upon estimates of the ultimate claim costs associated with claim occurrences as of the balance sheet date and include estimates for incurred-but-not-reported (“IBNR”) claims. A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the nine-month periods ended September 30, 2025 and 2024 follows.

			September 30, 2025						September 30, 2024
Balances at beginning of year:
Gross liabilities			$	18,028					$	16,105
Reinsurance recoverable on unpaid losses			(778)						(937)
Net liabilities			17,250						15,168
Incurred losses and loss adjustment expenses:
Current accident year			32,389						36,246
Prior accident years			1,336						(4,189)
Total			33,725						32,057
Paid losses and loss adjustment expenses:
Current accident year			26,774						27,226
Prior accident years			6,759						4,718
Total			33,533						31,944
Balances at September 30:
Net liabilities			17,442						15,281
Reinsurance recoverable on unpaid losses			1,060						576
Gross liabilities			$	18,502					$	15,857

We recorded net increases of $1,336 for estimated ultimate liabilities for prior accident years in the first nine months of 2025, and net reductions of $4,189 in the first nine months of 2024. These changes as a percentage of the net liabilities at the beginning of each year were 7.7% in 2025 and 27.6% in 2024.

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Note 11. Lease Assets and Obligations

Lease obligations include the following.

Current portion of lease obligations			September 30, 2025						December 31, 2024
Finance lease liabilities			$	1,242					$	1,250
Finance obligations			4,640						4,664
Operating lease liabilities			8,449						8,535
Total current portion of lease obligations			$	14,331					$	14,449
Long-term lease obligations
Finance lease liabilities			$	6,386					$	2,747
Finance obligations			57,463						60,386
Operating lease liabilities			33,158						27,606
Total long-term lease obligations			$	97,007					$	90,739

Nature of Leases

Steak n Shake and Western Sizzlin operate restaurants that are located on sites owned by us or leased from third parties. In addition, they own sites and lease sites from third parties that are leased and/or subleased to franchisees.

Lease Costs

A significant portion of our operating and finance lease portfolio includes restaurant locations. We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the right-of-use asset and interest expense on the lease liability over the lease term.

Total lease cost consists of the following.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Finance lease costs:
Amortization of right-of-use assets			$	320					$	249					$	759					$	696
Interest on lease liabilities			233						78						394						245
Operating and variable lease costs			2,857						2,880						8,655						8,657
Sublease income			(2,772)						(3,002)						(7,892)						(8,977)
Total lease costs			$	638					$	205					$	1,916					$	621

Supplemental cash flow information related to leases is as follows.

			First Nine Months
			2025						2024
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases			$	921					$	921
Operating cash flows from finance leases			$	395					$	245
Operating cash flows from operating leases			$	8,221					$	8,147

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Note 11. Lease Assets and Obligations (continued)

Supplemental balance sheet information related to leases is as follows.

			September 30, 2025						December 31, 2024
Finance leases:
Property and equipment, net			$	6,625					$	2,980

Weighted-average lease terms and discount rates are as follows.

			September 30, 2025
Weighted-average remaining lease terms:
Finance leases			13.3 years
Operating leases			6.8 years
Weighted-average discount rates:
Finance leases			7.0		%
Operating leases			7.0		%

Maturities of lease liabilities as of September 30, 2025 are as follows.

Year						Operating Leases						Finance Leases
Remainder of 2025						$	2,684					$	433
2026						10,366						1,708
2027						8,294						1,374
2028						7,150						986
2029						5,919						754
After 2029						17,618						6,826
Total lease payments						52,031						12,081
Less interest						10,424						4,453
Total lease liabilities						$	41,607					$	7,628

Lease Income

The components of lease income recorded in restaurant operations are as follows.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Operating lease income			$	3,975					$	4,284					$	11,821					$	12,701
Variable lease income			2,254						1,761						6,442						5,384
Total lease income			$	6,229					$	6,045					$	18,263					$	18,085

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Note 11. Lease Assets and Obligations (continued)

The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2025. Franchise partner leases and subleases are short-term leases and have been excluded from the table.

						Operating Leases
Year						Subleases						Owned Properties
Remainder of 2025						$	220					$	170
2026						622						649
2027						544						660
2028						424						672
2029						338						687
After 2029						357						3,554
Total future minimum receipts						$	2,505					$	6,392

Note 12. Income Taxes

In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first nine months of 2025 and 2024. Our periodic effective income tax rate is affected by the relative mix of pre-tax earnings or losses and underlying income tax rates applicable to the various taxing jurisdictions.

Income tax benefit for the third quarter of 2025 was $2,261 compared to an income tax expense of $11,201 for the third quarter of 2024.  Income tax expense for the first nine months of 2025 was $4,002 compared to an income tax expense of $3,292 for the first nine months of 2024. The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships. 

The One Big Beautiful Bill Act was signed into law on July 4, 2025. The new Act makes permanent certain expiring provisions of the Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions including 100% bonus depreciation and the business interest expense limitation. We are currently evaluating the impact of the new Act on our financial results and disclosures.

Note 13. Commitments and Contingencies

We are involved in various legal proceedings and have certain unresolved claims pending. We believe, based on examination of these matters and experiences to date, that the ultimate liability, if any, in excess of amounts already provided in our consolidated financial statements is not likely to have a material effect on our results of operations, financial position or cash flow.

Note 14. Fair Value of Financial Assets

The fair values of substantially all of our financial instruments were measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the fair values presented are not necessarily indicative of the amounts that could be realized in an actual current market exchange. The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

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Note 14. Fair Value of Financial Assets (continued)

The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.

•Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. 

•Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector.

•Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.

The following methods and assumptions were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance sheets:

Cash equivalents: Cash equivalents primarily consist of money market funds which are classified as Level 1 of the fair value hierarchy.

Equity securities: The Company’s investments in equity securities are classified as Level 1 of the fair value hierarchy. 

Bonds: The Company’s investments in bonds consist of both corporate and government debt. Bonds may be classified as Level l or Level 2 of the fair value hierarchy.

As of September 30, 2025 and December 31, 2024, the fair values of financial assets were as follows.

			September 30, 2025																								December 31, 2024
			Level 1						Level 2						Level 3						Total						Level 1						Level 2						Level 3						Total
Assets
Cash equivalents			$	32,164					$	—					$	—					$	32,164					$	11,684					$	—					$	—					$	11,684
Equity securities
Consumer goods			45,084						—						—						45,084						39,706						—						—						39,706
Other			6,257						—						3,000						9,257						5,569						—						—						5,569
Bonds
Government			38,471						2,871						—						41,342						52,328						5,245						—						57,573
Corporate			—						557						—						557						—						750						—						750
Total assets at fair value			$	121,976					$	3,428					$	3,000					$	128,404					$	109,287					$	5,995					$	—					$	115,282

There were no changes in our valuation techniques used to measure fair values on a recurring basis.

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Note 15. Related Party Transactions

Service Agreement

The Company is party to a service agreement with Biglari Enterprises LLC (“Biglari Enterprises”) under which Biglari Enterprises provides business and administrative related services to the Company. Biglari Enterprises is owned by Mr. Biglari.

The Company paid Biglari Enterprises $8,550 in service fees during the first nine months of 2025 and $7,200 during the first nine months of 2024. The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp.  

Incentive Agreement

The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari contingent upon the growth in adjusted equity in each year attributable to our operating businesses. In order for Mr. Biglari to receive any incentive, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the “hurdle rate”) above the previous highest level (the “high-water mark”). Mr. Biglari will receive 25% of any incremental book value created above the high-water mark plus the hurdle rate.

Note 16. Business Segment Reporting

Our reportable business segments are organized in a manner that reflects how management views those business activities. Biglari Holdings’ diverse businesses are managed on an unusually decentralized basis. Our restaurant operations include Steak n Shake and Western Sizzlin. Our insurance operations include First Guard, Southern Pioneer, and Biglari Reinsurance. Our oil and gas operations include Southern Oil and Abraxas Petroleum. The Company also reports segment information for Maxim. Other business activities not specifically identified with reportable business segments are presented under corporate and other. We report our earnings from investment partnerships separately. The Company’s chief operating decision maker is the Chief Executive Officer who is ultimately responsible for significant capital allocation decisions, evaluating operating performance and selecting the chief executive to head each of the operating segments. The cost and expense information provided is based on the information regularly provided to the chief operating decision maker. Given the varied operating segments and differences in revenue streams and cost structures, there are wide variances in the form, content, and levels of such expense information significant to the business. With respect to insurance underwriting, the chief operating decision maker considers pre-tax underwriting earnings. Typically, there are no budgeted or forecasted premiums. For most non-insurance businesses, pre-tax earnings are considered in allocating resources and capital.

A disaggregation of our consolidated data for the third quarters and first nine months of 2025 and 2024 is presented in the tables which follow.

Restaurant
			Third Quarter
			2025
			Steak n Shake						Western Sizzlin						Total Restaurants
Revenue			$	69,148					$	2,593					$	71,741
Cost and expenses:
Cost of food			13,928						921						14,849
Labor costs			13,929						644						14,573
Occupancy and other			13,113						811						13,924
Selling, general and administrative			14,241						41						14,282
Depreciation, amortization and impairment			6,449						19						6,468
Total costs and expenses			61,660						2,436						64,096
Earnings before income taxes			$	7,488					$	157					$	7,645

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Note 16. Business Segment Reporting (continued)

			Third Quarter
			2024
			Steak n Shake						Western Sizzlin						Total Restaurants
Revenue			$	59,821					$	2,563					$	62,384
Cost and expenses:
Cost of food			11,370						848						12,218
Labor costs			12,337						821						13,158
Occupancy and other			11,672						517						12,189
Selling, general and administrative			11,464						95						11,559
Depreciation, amortization and impairment			6,730						17						6,747
Total costs and expenses			53,573						2,298						55,871
Earnings before income taxes			$	6,248					$	265					$	6,513

			First Nine Months
			2025
			Steak n Shake						Western Sizzlin						Total Restaurants
Revenue			$	200,322					$	7,779					$	208,101
Cost and expenses:
Cost of food			38,781						2,699						41,480
Labor costs			40,144						1,889						42,033
Occupancy and other			37,579						2,624						40,203
Selling, general and administrative			46,046						124						46,170
Depreciation, amortization and impairment			20,764						57						20,821
Total costs and expenses			183,314						7,393						190,707
Earnings before income taxes			$	17,008					$	386					$	17,394

			First Nine Months
			2024
			Steak n Shake						Western Sizzlin						Total Restaurants
Revenue			$	180,886					$	7,969					$	188,855
Cost and expenses:
Cost of food			32,940						2,609						35,549
Labor costs			36,112						2,582						38,694
Occupancy and other			35,697						1,595						37,292
Selling, general and administrative			39,695						(30)						39,665
Depreciation, amortization and impairment			20,448						51						20,499
Total costs and expenses			164,892						6,807						171,699
Earnings before income taxes			$	15,994					$	1,162					$	17,156

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Note 16. Business Segment Reporting (continued)

Insurance
			Third Quarter
			2025
			First Guard						Southern Pioneer						Total Underwriting						Investment Income						Other						Total Insurance
Revenue			$	9,136					$	8,596					$	17,732					$	824					$	623					$	19,179
Cost and expenses:
Insurance losses			6,517						3,531						10,048						—						—						10,048
Underwriting expenses			928						2,219						3,147						—						—						3,147
Other segment items			—						—						—						—						737						737
Total costs and expenses			7,445						5,750						13,195						—						737						13,932
Earnings before income taxes			$	1,691					$	2,846					$	4,537					$	824					$	(114)					$	5,247

			Third Quarter
			2024
			First Guard						Southern Pioneer						Total Underwriting						Investment Income						Other						Total Insurance
Revenue			$	9,394					$	7,281					$	16,675					$	816					$	756					$	18,247
Cost and expenses:
Insurance losses			6,003						3,486						9,489						—						—						9,489
Underwriting expenses			2,025						2,883						4,908						—						—						4,908
Other segment items			—						—						—						—						727						727
Total costs and expenses			8,028						6,369						14,397						—						727						15,124
Earnings before income taxes			$	1,366					$	912					$	2,278					$	816					$	29					$	3,123

			First Nine Months
			2025
			First Guard						Southern Pioneer						Total Underwriting						Investment Income						Other						Total Insurance
Revenue			$	27,443					$	25,220					$	52,663					$	2,500					$	2,188					$	57,351
Cost and expenses:
Insurance losses			17,423						16,302						33,725						—						—						33,725
Underwriting expenses			5,023						7,431						12,454						—						—						12,454
Other segment items			—						—						—						—						2,595						2,595
Total costs and expenses			22,446						23,733						46,179						—						2,595						48,774
Earnings before income taxes			$	4,997					$	1,487					$	6,484					$	2,500					$	(407)					$	8,577

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Note 16. Business Segment Reporting (continued)

			First Nine Months
			2024
			First Guard						Southern Pioneer						Total Underwriting						Investment Income						Other						Total Insurance
Revenue			$	28,198					$	20,690					$	48,888					$	2,686					$	2,100					$	53,674
Cost and expenses:
Insurance losses			18,939						12,390						31,329						—						—						31,329
Underwriting expenses			5,762						8,114						13,876						—						—						13,876
Other segment items			—						—						—						—						1,250						1,250
Total costs and expenses			24,701						20,504						45,205						—						1,250						46,455
Earnings before income taxes			$	3,497					$	186					$	3,683					$	2,686					$	850					$	7,219

Other segment items include general and administrative costs, depreciation, and other income.

Oil and Gas			Third Quarter
			2025
			Abraxas Petroleum						Southern Oil						Total Oil and Gas
Revenue			$	4,276					$	3,096					$	7,372
Cost and expenses:
Production costs			2,380						865						3,245
Depreciation, depletion and accretion			1,339						1,175						2,514
General and administrative			653						389						1,042
Total costs and expenses			4,372						2,429						6,801
Gains on sales of properties			95						—						95
Earnings before income taxes			$	(1)					$	667					$	666

			Third Quarter
			2024
			Abraxas Petroleum						Southern Oil						Total Oil and Gas
Revenue			$	6,019					$	3,555					$	9,574
Cost and expenses:
Production costs			2,377						2,048						4,425
Depreciation, depletion and accretion			2,287						1,115						3,402
General and administrative			713						376						1,089
Total costs and expenses			5,377						3,539						8,916
Gains on sales of properties			54						—						54
Earnings before income taxes			$	696					$	16					$	712

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Note 16. Business Segment Reporting (continued)

			First Nine Months
			2025
			Abraxas Petroleum						Southern Oil						Total Oil and Gas
Revenue			$	14,327					$	10,473					$	24,800
Cost and expenses:
Production costs			6,921						3,250						10,171
Depreciation, depletion and accretion			5,049						3,832						8,881
General and administrative			2,018						1,511						3,529
Total costs and expenses			13,988						8,593						22,581
Gains on sales of properties			10,212						—						10,212
Earnings before income taxes			$	10,551					$	1,880					$	12,431

			First Nine Months
			2024
			Abraxas Petroleum						Southern Oil						Total Oil and Gas
Revenue			$	16,879					$	10,876					$	27,755
Cost and expenses:
Production costs			7,462						5,744						13,206
Depreciation, depletion and accretion			4,615						3,457						8,072
General and administrative			2,005						1,643						3,648
Total costs and expenses			14,082						10,844						24,926
Gains on sales of properties			16,700						—						16,700
Earnings before income taxes			$	19,497					$	32					$	19,529

Brand Licensing			Maxim
			Third Quarter												First Nine Months
			2025						2024						2025						2024
Revenue			$	1,446					$	202					$	5,140					$	715
Cost and expenses:
Licensing and media cost			2,396						432						6,468						1,458
General and administrative			40						37						116						133
Depreciation and amortization			120						—						290						—
Total costs and expenses			2,556						469						6,874						1,591
Earnings before income taxes			$	(1,110)					$	(267)					$	(1,734)					$	(876)

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Note 16. Business Segment Reporting (continued)

Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three months and nine months ended September 30 follows.

			Third Quarter
			Revenues												Earnings (losses) before income taxes
			2025						2024						2025						2024
Total operating businesses			$	99,738					$	90,407					$	12,448					$	10,081
Investment partnership gains (losses)			—						—						(15,897)						35,314
Investment gains			—						—						1,491						4,740
Interest expenses not allocated to segments			—						—						(829)						(275)
Corporate and other			—						—						(4,765)						(6,534)
			$	99,738					$	90,407					$	(7,552)					$	43,326

			First Nine Months
			Revenues												Earnings (losses) before income taxes
			2025						2024						2025						2024
Total operating businesses			$	295,392					$	270,999					$	36,668					$	43,028
Investment partnership gains (losses)			—						—						(6,985)						(22,591)
Investment gains			—						—						2,831						3,724
Interest expenses not allocated to segments			—						—						(2,581)						(317)
Corporate and other			—						—						(13,566)						(14,038)
			$	295,392					$	270,999					$	16,367					$	9,806

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 

(dollars in thousands except per share data)

Overview

Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.

As of September 30, 2025, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest.

Net earnings (loss) are disaggregated in the table that follows. Amounts are recorded after deducting income taxes. 

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Operating businesses:
Restaurant			$	5,770					$	4,870					$	12,514					$	12,587
Insurance			4,130						2,455						6,730						5,647
Oil and gas			1,342						599						10,489						15,117
Brand licensing			(832)						(194)						(1,297)						(652)
Interest expense			(634)						(210)						(1,983)						(242)
Total operating businesses			9,776						7,520						26,453						32,457
Goodwill impairment			—						—						—						(1,000)
Corporate and other			(3,775)						(5,548)						(10,594)						(10,669)
Investment partnership gains (losses)			(12,476)						26,447						(5,708)						(17,153)
Investment gains (losses)			1,184						3,706						2,214						2,879
Net earnings (loss)			$	(5,291)					$	32,125					$	12,365					$	6,514

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Restaurants

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 441 company-operated and franchise restaurants as of September 30, 2025.

			Steak n Shake																		Western Sizzlin
			Company- operated						Franchise Partner						Traditional Franchise						Company- operated						Franchise						Total
Total stores as of December 31, 2024			146						173						107						3						29						458
Corporate stores transitioned			(1)						1						—						—						—						—
Net restaurants opened (closed)			(4)						(1)						(11)						—						(1)						(17)
Total stores as of September 30, 2025			141						173						96						3						28						441
Total stores as of December 31, 2023			148						181						128						3						32						492
Corporate stores transitioned			4						(4)						—						—						—						—
Net restaurants opened (closed)			(9)						—						(12)						—						(3)						(24)
Total stores as of September 30, 2024			143						177						116						3						29						468

As of September 30, 2025, ten of the 141 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease eight of the ten locations and reopen the remaining two locations.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Restaurant operations are summarized below.

			Third Quarter																								First Nine Months
			2025												2024												2025												2024
Revenue
Net sales			$	47,462											$	39,660											$	135,935											$	119,210
Franchise partner fees			19,166												17,157												56,455												53,064
Franchise royalties and fees			2,897												3,442												9,514												10,534
Other revenue			2,216												2,125												6,197												6,047
Total revenue			71,741												62,384												208,101												188,855
Restaurant cost of sales
Cost of food			14,849						31.3		%				12,218						30.8		%				41,480						30.5		%				35,549						29.8		%
Labor costs			14,573						30.7		%				13,158						33.2		%				42,033						30.9		%				38,694						32.5		%
Occupancy and other			12,416						26.2		%				10,836						27.3		%				36,122						26.6		%				33,276						27.9		%
Total cost of sales			41,838												36,212												119,635												107,519
Selling, general and administrative
General and administrative			12,129						16.9		%				10,355						16.6		%				36,833						17.7		%				35,101						18.6		%
Marketing			5,370						7.5		%				3,182						5.1		%				13,467						6.5		%				8,984						4.8		%
Other expenses (income)			(3,217)						(4.5)		%				(1,978)						(3.2)		%				(4,130)						(2.0)		%				(4,420)						(2.3)		%
Total selling, general and administrative			14,282						19.9		%				11,559						18.5		%				46,170						22.2		%				39,665						21.0		%
Impairments			—						—		%				—						—		%				1,251						0.6		%				107						0.1		%
Depreciation and amortization			6,468						9.0		%				6,747						10.8		%				19,570						9.4		%				20,392						10.8		%
Interest on finance leases and obligations			1,508												1,353												4,081												4,016
Earnings before income taxes			7,645												6,513												17,394												17,156
Income tax expense			1,875												1,643												4,880												4,569
Contribution to net earnings			$	5,770											$	4,870											$	12,514											$	12,587

Cost of food, labor costs, and occupancy and other costs are expressed as a percentage of net sales. 

General and administrative, marketing, other expenses, impairments, and depreciation are expressed as a percentage of total revenue.

Net sales for the third quarter and first nine months of 2025 were $47,462 and $135,935, respectively, representing an increase of $7,802 or 19.7% and $16,725 or 14.0%, compared to the third quarter and first nine months of 2024, respectively. The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 15.6% for domestic company-operated units during the third quarter of 2025.

For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue. Because we derive most of our revenue from our share of the profits, revenue will decline as we transition from company-operated units to franchise partner units.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Fees generated by our franchise partners were $19,166 during the third quarter of 2025, as compared to $17,157 during the third quarter of 2024. Franchise partner fees were $56,455 and $53,064 during the first nine months of 2025 and 2024, respectively. As of September 30, 2025 and September 30, 2024, there were 173 and 177 franchise partner units, respectively. Franchise partner fees were higher primarily because franchise partner same-store sales increased 14.8% during the third quarter of 2025 compared to 2024.

Included in franchise partner fees were $5,885 and $5,780 of rental income during the third quarter of 2025 and 2024, respectively, and $17,325 and $17,265 during the first nine months of 2025 and 2024, respectively. Franchise partners rent buildings and equipment from Steak n Shake.

The franchise royalties and fees generated by the traditional franchising business were $2,897 during the third quarter of 2025, as compared to $3,442 during the third quarter of 2024. Franchise royalties and fees during the first nine months of 2025 were $9,514 as compared to $10,534 during the first nine months of 2024. There were 96 Steak n Shake traditional units open on September 30, 2025, as compared to 116 units open on September 30, 2024. The lower unit count was the primary reason for the decrease in franchise royalties and fees during 2025 compared to 2024.

The cost of food at company-operated units during the third quarter of 2025 was $14,849 or 31.3% of net sales, as compared to $12,218 or 30.8% of net sales during the third quarter of 2024. The cost of food at company-operated units during the first nine months of 2025 was $41,480 or 30.5% of net sales, as compared to $35,549 or 29.8% of net sales during the first nine months of 2024. The cost of food as a percentage of net sales increased during the third quarter of 2025 compared to 2024 primarily due to improvements in the quality of various products.

The labor costs at company-operated restaurants during the third quarter of 2025 were $14,573 or 30.7% of net sales, as compared to $13,158 or 33.2% of net sales in the third quarter of 2024. Labor costs at company-operated restaurants during the first nine months of 2025 were $42,033 or 30.9% of net sales, as compared to $38,694 or 32.5% of net sales in 2024. Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to a decrease in management labor.

General and administrative expenses during the third quarter of 2025 were $12,129 or 16.9% of total revenue, as compared to $10,355 or 16.6% of total revenue in the third quarter of 2024. General and administrative expenses during the first nine months of 2025 were $36,833 or 17.7% of total revenue, as compared to $35,101 or 18.6% of total revenue in the first nine months of 2024. General and administrative expenses increased during 2025 compared to 2024 primarily due to an increase in professional fees during the third quarter of 2025.

Marketing expenses during the third quarter of 2025 were $5,370 or 7.5% of total revenue, as compared to $3,182 or 5.1% of total revenue in the third quarter of 2024. Marketing expenses during the first nine months of 2025 were $13,467 or 6.5% of total revenue, as compared to $8,984 or 4.8% of total revenue in the first nine months of 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to promotions of new products and new methods of payments.

The Company recorded no impairment charges in the third quarter of 2025 and 2024, and $1,251 and $107 in the first nine months of 2025 and 2024, respectively, related to underperforming stores.

Interest on obligations under leases was $4,081 during 2025 versus $4,016 during 2024.

Other income was $4,130 during 2025 versus $4,420 during 2024. During 2025, Steak n Shake sold four properties for a gain of $4,489. During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold five properties for a gain of $4,383.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners. We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability. Steak n Shake’s same-store sales increased 14.8% for franchise partner units during the third quarter of 2025.

			Third Quarter																								First Nine Months
			2025												2024												2025												2024
Revenue
Net sales and other			$	90,750											$	82,553											$	260,923											$	246,811
Restaurant cost of sales
Cost of food			$	27,827					30.7		%				$	25,135					30.4		%				$	77,965					29.9		%				$	73,145					29.6		%
Labor costs			23,641						26.1		%				22,417						27.2		%				68,387						26.2		%				66,487						26.9		%
Occupancy and other			18,283						20.1		%				17,557						21.3		%				52,885						20.3		%				51,498						20.9		%
Total cost of sales			$	69,751											$	65,109											$	199,237											$	191,130

The Company’s consolidated financial statements do not include data in the table above. Figures are shown for information purposes only.

Insurance

We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management. Biglari Holdings’ insurance operations consist of First Guard, Southern Pioneer, and Biglari Reinsurance.

Underwriting results of our insurance operations are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Underwriting gain attributable to:
First Guard			$	1,691					$	1,366					$	4,997					$	3,497
Southern Pioneer			2,027						912						(407)						186
Other			819						—						1,894						—
Pre-tax underwriting gain			4,537						2,278						6,484						3,683
Income tax expense			953						478						1,103						773
Net underwriting gain			$	3,584					$	1,800					$	5,381					$	2,910

It is the nature of the insurance industry to experience volatility in underwriting performance.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Earnings of our insurance operations are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Premiums written			$	17,544					$	16,890					$	53,969					$	50,265
Premiums earned			$	17,732					$	16,675					$	52,663					$	48,888
Insurance losses			10,048						9,489						33,725						31,329
Underwriting expenses			3,147						4,908						12,454						13,876
Pre-tax underwriting gain			4,537						2,278						6,484						3,683
Other income and expenses
Investment income			824						816						2,500						2,686
Other income (expenses)			(114)						29						(407)						850
Total other income			710						845						2,093						3,536
Earnings before income taxes			5,247						3,123						8,577						7,219
Income tax expense			1,117						668						1,847						1,572
Contribution to net earnings			$	4,130					$	2,455					$	6,730					$	5,647

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.

First Guard

First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. A summary of First Guard’s underwriting results follows.

			Third Quarter																								First Nine Months
			2025												2024												2025												2024
			Amount						%						Amount						%						Amount						%						Amount						%
Premiums written			$	9,136											$	9,394											$	27,443											$	28,198
Premiums earned			$	9,136					100.0		%				$	9,394					100.0		%				$	27,443					100.0		%				$	28,198					100.0		%
Insurance losses			6,517						71.3		%				6,003						63.9		%				17,423						63.5		%				18,939						67.2		%
Underwriting expenses			928						10.2		%				2,025						21.6		%				5,023						18.3		%				5,762						20.4		%
Total losses and expenses			7,445						81.5		%				8,028						85.5		%				22,446						81.8		%				24,701						87.6		%
Pre-tax underwriting gain			$	1,691											$	1,366											$	4,997											$	3,497

First Guard produced an underwriting gain in the third quarter and first nine months of 2025. Its underwriting gain increased $1,500 in the first nine months of 2025 compared to 2024.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Southern Pioneer

Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance. A summary of Southern Pioneer’s underwriting results follows.

			Third Quarter																								First Nine Months
			2025												2024												2025												2024
			Amount						%						Amount						%						Amount						%						Amount						%
Premiums written			$	8,408											$	7,496											$	26,526											$	22,067
Premiums earned			$	8,596					100.0		%				$	7,281					100.0		%				$	25,220					100.0		%				$	20,690					100.0		%
Insurance losses			3,531						41.1		%				3,486						47.9		%				16,302						64.6		%				12,390						59.9		%
Underwriting expenses			3,038						35.3		%				2,883						39.6		%				9,325						37.0		%				8,114						39.2		%
Total losses and expenses			6,569						76.4		%				6,369						87.5		%				25,627						101.6		%				20,504						99.1		%
Pre-tax underwriting gain			$	2,027											$	912											$	(407)											$	186

Premiums earned increased $4,530 or 21.9% in the first nine months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g. homeowners insurance.

A summary of net investment income attributable to our insurance operations follows.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Interest, dividends and other investment income:
First Guard			$	403					$	435					$	1,253					$	1,538
Southern Pioneer			413						363						1,204						1,130
Biglari Reinsurance			8						18						43						18
Pre-tax investment income			824						816						2,500						2,686
Income tax expense			173						171						525						564
Net investment income			$	651					$	645					$	1,975					$	2,122

We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Oil and Gas

A summary of revenues and earnings of our oil and gas operations follows.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Oil and gas revenues			$	7,372					$	9,574					$	24,800					$	27,755
Oil and gas production costs			3,245						4,425						10,171						13,206
Depreciation, depletion and accretion			2,514						3,402						8,881						8,072
General and administrative expenses			1,042						1,089						3,529						3,648
Total cost and expenses			6,801						8,916						22,581						24,926
Gain on sale of properties			95						54						10,212						16,700
Earnings before income taxes			666						712						12,431						19,529
Income tax expense			(676)						113						1,942						4,412
Contribution to net earnings			$	1,342					$	599					$	10,489					$	15,117

Our oil and gas business is highly dependent on oil and natural gas prices. We did not record any impairments to our oil and gas assets during 2025. However, we may be required to record impairments of our oil and gas properties resulting from prolonged declines in oil and gas prices. It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.

Abraxas Petroleum

Abraxas Petroleum operates oil and gas properties in the Permian Basin. Earnings for Abraxas Petroleum are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Oil and gas revenues			$	4,276					$	6,019					$	14,327					$	16,879
Oil and gas production costs			2,380						2,377						6,921						7,462
Depreciation, depletion and accretion			1,339						2,287						5,049						4,615
General and administrative expenses			653						713						2,018						2,005
Total cost and expenses			4,372						5,377						13,988						14,082
Gain on sale of properties			95						54						10,212						16,700
Earnings (loss) before income taxes			(1)						696						10,551						19,497
Income tax expense			(723)						150						1,745						4,482
Contribution to net earnings			$	722					$	546					$	8,806					$	15,015

Abraxas Petroleum’s revenue decreased $2,552 during the first nine months of 2025 compared to 2024 primarily due to lower sales prices of crude oil and natural gas.

During the first nine months of 2025, Abraxas Petroleum recorded a gain of $10,212 from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Southern Oil

Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters.  Earnings for Southern Oil are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Oil and gas revenues			$	3,096					$	3,555					$	10,473					$	10,876
Oil and gas production costs			865						2,048						3,250						5,744
Depreciation, depletion and accretion			1,175						1,115						3,832						3,457
General and administrative expenses			389						376						1,511						1,643
Total cost and expenses			2,429						3,539						8,593						10,844
Earnings before income taxes			667						16						1,880						32
Income tax expense (benefit)			47						(37)						197						(70)
Contribution to net earnings			$	620					$	53					$	1,683					$	102

Southern Oil’s revenue remained consistent during the first nine months of 2025 compared to 2024. Southern Oil repaired several nonperforming wells throughout 2024 which has increased production during 2025. However, the sales prices of crude oil were lower during 2025 compared to the same period of 2024 which offset any increase in revenue from Southern Oil’s production increases.

Brand Licensing

Maxim’s business lies principally in licensing and media. Earnings of operations are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Licensing and media revenue			$	1,446					$	202					$	5,140					$	715
Licensing and media costs			2,396						432						6,468						1,458
Depreciation and amortization			120						—						290						—
General and administrative expenses			40						37						116						133
Earnings (loss) before income taxes			(1,110)						(267)						(1,734)						(876)
Income tax expense (benefit)			(278)						(73)						(437)						(224)
Contribution to net earnings (loss)			$	(832)					$	(194)					$	(1,297)					$	(652)

Maxim’s revenue and media costs increased during the first nine months of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.

Investment Gains and Investment Partnership Gains

Investment gains net of tax for the third quarter of 2025 were $1,184 as compared to investment gains net of tax for the third quarter of 2024 of $3,706. Investment gains net of tax for the first nine months of 2025 were $2,214 as compared to investment gains net of tax for the first nine months of 2024 of $2,879. Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Earnings (loss) from our investments in partnerships are summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Investment partnership gains (losses)			$	(15,897)					$	35,314					$	(6,985)					$	(22,591)
Tax expense (benefit)			(3,421)						8,867						(1,277)						(5,438)
Contribution to net earnings			$	(12,476)					$	26,447					$	(5,708)					$	(17,153)

Investment partnership gains include gains/losses from changes in market values of underlying investments and dividends earned by the partnerships.  Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.  

The investment partnerships hold the Company’s common stock as investments. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial results.

Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our quarterly and annual results.

Interest Expense

The Company’s interest expense is summarized below.

			Third Quarter												First Nine Months
			2025						2024						2025						2024
Interest expense on notes payable			$	829					$	275					$	2,581					$	317
Tax benefit			195						65						598						75
Interest expense net of tax			$	634					$	210					$	1,983					$	242

Corporate and Other

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the third quarter and first nine months of 2025 were $3,775 and $10,594, respectively, compared to $5,548 and $10,669 in the third quarter and first nine months of 2024, respectively. The decrease was primarily due to no accrued incentive fees in 2025.

Income Taxes

Income tax benefit for the third quarter of 2025 was $2,261 compared to income tax expense of $11,201 for the third quarter of 2024. Income tax expense for the first nine months of 2025 was $4,002 compared to income tax expense of $3,292 for the first nine months of 2024. The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships. 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Financial Condition

Consolidated cash and investments are summarized below.

			September 30, 2025						December 31, 2024
Cash and cash equivalents			$	272,485					$	30,709
Investments			96,684						102,975
Fair value of interest in investment partnerships			748,015						656,266
Total cash and investments			1,117,184						789,950
Less: portion of Company stock held by investment partnerships			(568,855)						(454,539)
Carrying value of cash and investments on balance sheet			$	548,329					$	335,411

Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results.

Liquidity

Our balance sheet continues to maintain significant liquidity.  Consolidated cash flow activities are summarized below.

			First Nine Months
			2025						2024
Net cash provided by operating activities			$	89,188					$	31,665
Net cash used in investing activities			(36,200)						(34,916)
Net cash provided by financing activities			188,722						4,869
Effect of exchange rate changes on cash			54						(42)
Increase in cash, cash equivalents and restricted cash			$	241,764					$	1,576

In 2025, cash from operating activities increased by $57,523 as compared to 2024. The change was primarily attributable to $54,000 of distributions from investment partnerships during 2025.

Cash used in investing activities increased during 2025 by $1,284 as compared to 2024 primarily due to a reduction in proceeds from the sale of property and equipment.

Cash provided by financing activities increased during 2025 by $183,853 as compared to 2024 primarily due to a note payable of $225,000 to Steak n Shake on September 30, 2025.

Biglari Holdings Line of Credit

Biglari Holdings’ line of credit was amended on September 13, 2024, and the available line of credit was increased to $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. As of September 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $15,000 and $35,000 on September 30, 2025 and December 31, 2024, respectively.

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit was terminated on September 29, 2025.

Steak n Shake Note Payable

On September 30, 2025, Steak n Shake obtained a loan of $225,000. The term of the loan is five years, with an interest rate fixed at 8.8% per annum, and the loan will be amortized at a rate of 3.0% per annum. The loan includes customary covenants as well as financial maintenance covenants and customary events of default. The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings. All of the debt is secured by real estate owned by Steak n Shake.

Western Sizzlin Revolver

Western Sizzlin’s available line of credit is $500. As of September 30, 2025 and December 31, 2024, Western Sizzlin had no debt outstanding on its revolver.

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Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized in our consolidated financial statements from such estimates are necessarily based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Accordingly, the amounts currently reflected in our consolidated financial statements will likely increase or decrease in the future as additional information becomes available.  There have been no material changes to critical accounting policies previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

No recently issued accounting pronouncements were applicable for this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements include estimates of future revenues, cash flows, capital expenditures, or other financial items, and assumptions underlying any of the foregoing. Forward-looking statements reflect management’s current expectations regarding future events and use words such as “anticipate,” “believe,” “expect,” “may,” and other similar terminology. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Investors should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors of our annual report on Form 10-K and Item 1A of this report. We undertake no obligation to publicly update or revise them, except as may be required by law.

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Table of Contents

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.     Controls and Procedures

Evaluation of our Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our Chief Executive Officer and Principal Financial Officer have concluded that, as of September 30, 2025 our disclosure controls and procedures were not effective, due to material weaknesses in our internal control over financial reporting previously identified in Part II, Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Management's Remediation Efforts

Our remediation efforts previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 to address the material weaknesses mentioned are ongoing as we continue to implement and document policies, procedures, and internal controls. While we believe the steps taken to date and those planned for future implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts. The material weaknesses cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. During the third quarter, Grant Thornton Advisors LLC was engaged as the Company’s internal auditor and is assisting the Company with its remediation efforts.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information in response to this Item is included in Note 13 to the Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in Item 1A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number						Description
10.01**						Mortgage Loan Agreement, dated September 30, 2025, between Store Capital Acquisitions, LLC and Steak n Shake Inc.
31.01*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						Interactive Data Files.
104						Cover page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

_________________

*			Furnished herewith.
**			Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Biglari Holdings Inc.
Date: November 7, 2025			By:			/s/ BRUCE LEWIS
						Bruce Lewis
						Controller

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FAQ

What were Biglari Holdings (BH) Q3 2025 results?

Q3 revenue was $99,738 and the company reported a net loss of $5,291. Year‑to‑date revenue was $295,392 with net earnings of $12,365.

How did BH’s cash position change in 2025?

Cash and cash equivalents increased to $272,485 from $30,709 at year‑end, supported by $89,188 in operating cash flow and financing activities.

What new financing did Steak n Shake complete?

On September 30, 2025, Steak n Shake obtained a $225,000 five‑year loan at 8.8% interest, amortized at 3.0% per year, secured by its real estate. Proceeds were distributed to Biglari Holdings.

How did BH’s segments perform in Q3 2025?

Restaurants generated $71,741 revenue; insurance earned $19,179; oil and gas posted $7,372; brand licensing had $1,446 revenue.

What drove the Q3 loss for BH?

Investment partnership losses of $15,897 offset operating profits, resulting in a net loss of $5,291.

What were the outstanding BH share counts?

As of November 5, 2025: 206,864 Class A shares and 2,068,640 Class B shares outstanding.

Did Steak n Shake see sales growth?

Yes. Domestic company‑operated Steak n Shake units reported a 15.6% same‑store sales increase in Q3 2025.