[Form 4] Biglari Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Biglari Holdings Inc. (BH)11/24/2025, The Lion Fund, L.P., which is indirectly controlled by Chairman and CEO Sardar Biglari, bought 213 shares of Class A at a weighted average price of $1,406.27 and 1,819 shares of Class B at a weighted average price of $274.74.

After these trades, The Lion Fund, L.P. beneficially owned 128,227.7 shares of Class A and 1,324,401 shares of Class B. Biglari Capital Corp., another entity controlled by Mr. Biglari, held 25,663.1 shares of Class A and 71,855 shares of Class B. The Form 4 is filed jointly by Mr. Biglari, Biglari Capital Corp., and The Lion Fund, L.P., and each disclaims beneficial ownership beyond his or its pecuniary interest.

Insights

Equity Ownership and Governance Analyst

Insider-affiliated entities increased positions in both share classes while consolidating holdings through related investment vehicles.

The filing shows that entities affiliated with Sardar Biglari, including The Lion Fund, L.P., purchased 213 shares of Class A and 1,819 shares of Class B on 11/24/2025. The weighted average prices were about $1,406.27 for Class A and $274.74 for Class B, with trades executed across narrow price ranges disclosed in the footnotes. Following these purchases, the Lion Fund held 128,227.7 Class A shares and 1,324,401 Class B shares indirectly attributed to the reporting persons.

The disclosure explains that Biglari Capital Corp. (BCC) directly owns additional Class A and Class B shares, some of which were transferred for no consideration from Sardar Biglari to BCC. Because BCC is the general partner of the Lion Fund and Sardar Biglari controls BCC, both BCC and Mr. Biglari may be deemed to beneficially own the shares held by the Lion Fund and BCC. This structure concentrates voting and economic exposure in related entities, while the joint filing expressly disclaims beneficial ownership beyond each party’s pecuniary interest.

This combination of open-market purchases and intragroup transfers reflects an increase and consolidation of positions by a director, Chairman, CEO, and 10% owner. The filing also commits to provide detailed trade breakdowns upon request, which supports transparency around execution prices. A useful future reference point will be subsequent Forms 4, which will show whether these affiliated entities continue to adjust their Class A and Class B stakes over coming months.

11/24/2025 - 05:54 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last) (First) (Middle)

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biglari Holdings Inc. [ BH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	11/24/2025		P		213	A	$1,406.27(3)	128,227.7	I(2)	By The Lion Fund, L.P.
Class B common stock	11/24/2025		P		1,819	A	$274.74(4)	1,324,401	I(2)	By The Lion Fund, L.P.
Class A common stock								0.1	D
Class A common stock								25,663.1	I(1)	By Biglari Capital Corp.
Class B common stock								1	D
Class B common stock								71,855	I(1)	By Biglari Capital Corp.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last) (First) (Middle)

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

BIGLARI CAPITAL CORP.

(Last) (First) (Middle)

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LION FUND, L.P.

(Last) (First) (Middle)

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO TX 78259

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares owned directly by Biglari Capital Corp. ("BCC"), including shares of Class A and Class B common stock of the Issuer transferred for no consideration by Sardar Biglari to BCC. Mr. Biglari may be deemed a beneficial owner of the shares of Class A and Class B common stock of the Issuer owned directly by BCC.

2. Shares owned directly by The Lion Fund, L.P. (the "Lion Fund"). BCC is the general partner of the Lion Fund. Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Class A and Class B common stock of the Issuer owned directly by the Lion Fund.

3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,395.00 to $1,418.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $272.65 to $275.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

This Form 4 is filed jointly by Mr. Biglari, BCC and the Lion Fund. Each of Mr. Biglari, BCC and the Lion Fund disclaims beneficial ownership of the shares of Class A and Class B common stock reported herein except to the extent of his or its pecuniary interest therein.

	By: /s/ Sardar Biglari	11/24/2025
	By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	11/24/2025
	By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	11/24/2025
	** Signature of Reporting Person	Date
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