[8-K] Biglari Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Biglari Holdings disclosed that its subsidiary Steak n Shake Inc. obtained a five-year loan of $225,000,000 on September 30, 2025 with interest fixed at 8.80% and amortization at 3.0% per annum. The loan is an obligation of Steak n Shake and the proceeds were distributed to Biglari Holdings. The company also terminated a $75,000,000 line of credit on the same date. The filing says the loan agreement will be filed as an exhibit to the quarterly report for the period ended September 30, 2025, and the brief description here is qualified by that full agreement.

Positive

• $225,000,000 loan provides immediate liquidity to the parent
• Five-year fixed-rate term gives predictable interest payments

Negative

• 8.80% fixed interest rate increases recurring interest expense
• Proceeds were distributed to the parent while the debt is an obligation of Steak n Shake, potentially raising consolidated leverage
• Termination of the $75,000,000 line of credit reduces committed backup liquidity

Insights

Corporate Finance Analyst

TL;DR: A subsidiary raised $225M at a fixed 8.80% rate and sent proceeds to the parent; a $75M credit line was closed.

Raising $225,000,000 via a five-year loan at a fixed 8.80% rate provides immediate liquidity to the parent company because the proceeds were distributed to Biglari Holdings. The loan carries a 3.0% annual amortization which will reduce principal gradually over the term; the debt is legally the subsidiary's obligation.

The transaction changes the company’s funding mix: it replaces or supplements committed credit capacity (a $75M line was terminated) with term debt that has a fixed, relatively high coupon. Watch the quarterly report exhibit for covenants, repayment schedule details, and any restrictions on subsidiary distributions that could affect consolidated cash flow over the next five years.

Debt Markets Strategist

TL;DR: Fixed-rate five-year debt at 8.80% implies meaningful interest expense pressure versus lower-rate alternatives.

The fixed 8.80% interest rate is a clear recurring cost and will raise annual cash interest outflows; with a 3.0% amortization the outstanding balance will decline but interest remains material early in the term. Since proceeds were moved to the parent, leverage at the consolidated level likely increased immediately.

Key items to monitor are the effective consolidated interest expense in upcoming quarters and whether the terminated $75,000,000 line reduced available liquidity or removed a lower-cost funding option. Expect these effects to be visible in the next quarterly filings and the referenced loan agreement exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 6, 2025

BIGLARI HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Indiana

001-38477

82-3784946

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

19100 Ridgewood Parkway,			Suite 1200
San Antonio,			Texas						78259
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: (210) 344-3400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Class A common stock			BH.A			New York Stock Exchange
Class B common stock			BH			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01.     Entry into a Material Definitive Agreement

On September 30, 2025, Steak n Shake Inc., a subsidiary of Biglari Holdings, obtained a loan of $225,000,000. Proceeds from the loan were distributed to Biglari Holdings. The term of the loan is five years, with an interest rate fixed at 8.80% per annum, and the loan will be amortized at a rate of 3.0% per annum. The debt is an obligation of Steak n Shake. The above description of the loan agreement is a summary and is qualified in its entirety by reference to the terms of the loan agreement, which will be filed as an exhibit to Biglari Holdings’ quarterly report on Form 10-Q for the quarter ended September 30, 2025.

Also on September 30, 2025, Biglari Holdings terminated a line of credit of $75,000,000.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

October 6, 2025			BIGLARI HOLDINGS INC.
			By:			/s/ Bruce Lewis
						Name:			Bruce Lewis
						Title:			Controller

FAQ

What did Biglari Holdings (BH) disclose about new debt on the 8-K?

The company reported that Steak n Shake obtained a $225,000,000 loan on September 30, 2025 with a five-year term, fixed interest at 8.80%, and 3.0% annual amortization.

Were the proceeds of the loan used by Steak n Shake or the parent?

The filing states the proceeds from the loan were distributed to Biglari Holdings.

Did Biglari Holdings change any credit facilities?

Yes, on September 30, 2025 the company terminated a $75,000,000 line of credit.

Who legally holds the new debt obligation?

The filing specifies that the debt is an obligation of Steak n Shake Inc. (the subsidiary).

Where can investors find the full loan terms?

The summary says the loan agreement will be filed as an exhibit to the quarterly report for the period ended September 30, 2025.