Biglari Holdings (BH) CEO Sardar Biglari discloses Class A and B stock buys

Rhea-AI Filing Summary

Biglari Holdings Inc. chair and CEO Sardar Biglari, together with Biglari Capital Corp. and The Lion Fund, L.P., reported purchases of the company’s Class A and Class B common stock.

Through The Lion Fund, they bought 3,084 shares of Class B common stock at a weighted average price of $323.71 and 368 shares of Class A common stock at a weighted average price of $1,633.52 on 12/17/2025, with each group of shares acquired in multiple transactions within stated price ranges. After these transactions, The Lion Fund beneficially owned 1,335,713 shares of Class B and 128,811.7 shares of Class A, while Biglari Capital Corp. held 71,855 shares of Class B and 25,663.1 shares of Class A. The reporting persons state they may be deemed beneficial owners of these shares but disclaim beneficial ownership beyond their pecuniary interests.

Insights

Equity analyst – insider activity and governance

Biglari and affiliated entities reported additional purchases of Biglari Holdings Class A and B shares through The Lion Fund.

The filing shows that Sardar Biglari, Biglari Capital Corp. and The Lion Fund, L.P. jointly reported buying Biglari Holdings Class A and Class B common stock on 12/17/2025. The Lion Fund acquired 3,084 Class B shares at a weighted average price of $323.71 and 368 Class A shares at a weighted average price of $1,633.52, with each set of trades executed across a stated price range.

Following these transactions, the filing reports The Lion Fund beneficially owning 1,335,713 Class B shares and 128,811.7 Class A shares, while Biglari Capital Corp. holds 71,855 Class B shares and 25,663.1 Class A shares. Mr. Biglari is identified as a director, 10% owner, and Chairman and CEO of Biglari Holdings, and as sole member, Chairman and CEO of Biglari Capital Corp., which is the general partner of The Lion Fund.

The reporting persons note that, by virtue of these relationships, they may be deemed to beneficially own the shares held by the affiliated entities, while expressly disclaiming beneficial ownership except to the extent of their pecuniary interests. This keeps the disclosure focused on economic exposure rather than asserting full ownership of all reported shares.

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

OMB APPROVAL

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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)
12/17/2025

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 B common stock	12/17/2025		P		3,084	A	$323.71(3)	1,335,713	I(2)	By The Lion Fund, L.P.
Class A common stock	12/17/2025		P		368	A	$1,633.52(4)	128,811.7	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 $320.00 to $328.95. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, 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 $1,619.00 to $1,645.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, 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	12/17/2025
	By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/17/2025
	By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Biglari Holdings (BH) report in this Form 4 filing?

The filing reports that Sardar Biglari, Biglari Capital Corp. and The Lion Fund, L.P. jointly disclosed purchases of Biglari Holdings Class A and Class B common stock on 12/17/2025.

How many Biglari Holdings Class B shares were purchased and at what price range?

The Lion Fund purchased 3,084 shares of Class B common stock at a weighted average price of $323.71, in multiple transactions at prices ranging from $320.00 to $328.95.

How many Biglari Holdings Class A shares were bought and at what prices?

The Lion Fund purchased 368 shares of Class A common stock at a weighted average price of $1,633.52, in multiple transactions at prices ranging from $1,619.00 to $1,645.00.

What Biglari Holdings shares does The Lion Fund, L.P. beneficially own after these trades?

After the reported purchases, The Lion Fund, L.P. beneficially owned 1,335,713 shares of Class B common stock and 128,811.7 shares of Class A common stock of Biglari Holdings.

What Biglari Holdings shares does Biglari Capital Corp. hold according to the filing?

The filing reports Biglari Capital Corp. as beneficially owning 71,855 shares of Class B common stock and 25,663.1 shares of Class A common stock of Biglari Holdings.

Who are the reporting persons and how are they related to Biglari Holdings (BH)?

The reporting persons are Sardar Biglari, Biglari Capital Corp. (BCC) and The Lion Fund, L.P. Mr. Biglari is a director, 10% owner, and Chairman and CEO of Biglari Holdings. BCC is the general partner of The Lion Fund, and Mr. Biglari is the sole member, Chairman and CEO of BCC.

How do the reporting persons describe their beneficial ownership of Biglari Holdings shares?

The filing states that, by virtue of their relationships, each of Mr. Biglari, BCC and The Lion Fund may be deemed to beneficially own the reported Class A and Class B shares, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest.