Biglari Holdings (BH) insider group reports Class B stock purchases by The Lion Fund

Rhea-AI Filing Summary

Biglari Holdings Inc. insider entities reported additional purchases of the company’s Class B common stock. A joint filing by Sardar Biglari, Biglari Capital Corp. and The Lion Fund, L.P. shows that The Lion Fund bought 973 Class B shares on 12/08/2025 at a weighted average price of $315.08, 938 shares on 12/09/2025 at a weighted average price of $319.08, and 310 shares on 12/10/2025 at a weighted average price of $321.94.

After these transactions, The Lion Fund is shown as indirectly holding over 1.33 million Class B shares. The filing notes that the reported prices reflect weighted averages for multiple trades within stated intraday price ranges, and the reporting persons undertake to provide full trade details upon request. Sardar Biglari is identified as a director, Chairman and Chief Executive Officer of Biglari Holdings and a 10% owner, and the filing explains his indirect beneficial ownership through Biglari Capital Corp. and The Lion Fund, subject to standard beneficial ownership disclaimers.

Insights

Equity Ownership Analyst

Insider-controlled entities increased their Class B holdings through open-market purchases, modestly raising already large ownership and economic alignment with the company.

The filing shows entities affiliated with Sardar Biglari—notably The Lion Fund, L.P.—bought a total of 2,221 shares of Class B common stock over three days ending on 12/10/2025. Purchases occurred at weighted average prices of about $315.08, $319.08, and $321.94, through multiple trades within stated price ranges. After these transactions, The Lion Fund reports beneficial ownership of 1,332,028 Class B shares held indirectly, while Biglari Capital Corp. and Mr. Biglari may be deemed to share beneficial ownership through their control relationships.

The disclosure clarifies the ownership structure: Biglari Capital Corp. (BCC) holds Class A and Class B shares directly, serves as general partner of The Lion Fund, and Mr. Biglari is sole member, Chairman, and CEO of BCC. Each reporting person disclaims beneficial ownership beyond their economic interest, but the structure still concentrates significant voting and economic power in related entities. There are no derivative securities reported, so exposure appears to be primarily through common equity.

Key items to watch are any future Form 4s showing additional purchases or sales by BCC or The Lion Fund, as these will change the overall ownership concentration over time. The dates 12/08/2025 to 12/10/2025 provide a reference point for when this incremental increase in holdings occurred, which can be compared against later ownership updates in similar filings.

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

OMB Number:			3235-0287
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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)
12/08/2025

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	12/08/2025		P		973	A	$315.08(3)	1,330,780	I(2)	By The Lion Fund, L.P.
Class B common stock	12/09/2025		P		938	A	$319.08(4)	1,331,718	I(2)	By The Lion Fund, L.P.
Class B common stock	12/10/2025		P		310	A	$321.94(5)	1,332,028	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 A common stock								128,227.7	I(2)	By The Lion Fund, L.P.
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 $312.89 to $320.00. 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 $317.00 to $320.00. 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.

5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $320.89 to $322.11. 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	12/10/2025
	By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/10/2025
	By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/10/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports that The Lion Fund, L.P., an entity related to Sardar Biglari, purchased additional shares of Biglari Holdings Inc. Class B common stock on three dates in December 2025.

How many Biglari Holdings (BH) Class B shares were purchased and at what prices?

The Lion Fund purchased 973 Class B shares on 12/08/2025 at $315.08, 938 shares on 12/09/2025 at $319.08, and 310 shares on 12/10/2025 at $321.94, with each price reported as a weighted average.

What is The Lion Fund’s resulting Class B ownership in Biglari Holdings (BH) after these trades?

After the reported transactions, The Lion Fund is shown as indirectly owning 1,332,028 shares of Biglari Holdings Class B common stock.

Who is the reporting person in this Biglari Holdings (BH) insider filing and what is their role?

The filing is made jointly by Sardar Biglari, Biglari Capital Corp. and The Lion Fund, L.P.. Sardar Biglari is identified as a director, Chairman and Chief Executive Officer of Biglari Holdings and a 10% owner.

How does Sardar Biglari hold his indirect interest in Biglari Holdings (BH) shares?

Biglari Capital Corp. directly owns shares of Biglari Holdings, and it is the general partner of The Lion Fund, L.P.. As sole member, Chairman and CEO of Biglari Capital Corp., Sardar Biglari may be deemed to beneficially own the shares held by these entities, subject to stated disclaimers.

What do the weighted average prices in the Biglari Holdings (BH) Form 4 mean?

For each purchase date, the reported price is a weighted average of multiple trades executed within a disclosed price range, and the reporting persons state they will provide detailed trade-by-trade information to the issuer, any security holder or SEC staff upon request.