Biglari Holdings (NYSE: BH) CEO-affiliated Lion Fund adds BH Class B shares

Rhea-AI Filing Summary

Biglari Holdings Inc.

After these transactions, The Lion Fund, L.P. is shown as beneficially owning 1,329,807 Class B shares. Other reported holdings include Class A common stock of 25,663.1 shares indirectly through Biglari Capital Corp. and 128,227.7 shares indirectly through The Lion Fund, L.P., plus 71,855 Class B shares indirectly through Biglari Capital Corp. The form is filed jointly by Sardar Biglari, Biglari Capital Corp. and The Lion Fund, L.P., who may be deemed to share beneficial ownership based on their control relationships.

Insights

Equity Ownership Analyst

Insider-controlled entities increased holdings through open-market purchases, modestly raising already large stakes and reinforcing economic exposure of leadership to company performance.

The filing reports that entities associated with Sardar Biglari, who is Chairman, CEO, Director, and a 10% owner of Biglari Holdings Inc., bought additional Class B common stock on three consecutive days. The Lion Fund, L.P. acquired 2,802, 1,139, and 1,465 Class B shares on 12/03/2025, 12/04/2025, and 12/05/2025, respectively, at weighted average prices around $303–$307, bringing its Class B position reported here to 1,329,807 shares held indirectly. No derivative securities are reported.

Ownership is structured through Biglari Capital Corp. (BCC) and The Lion Fund, L.P., with detailed footnotes explaining that Mr. Biglari may be deemed to beneficially own shares held by these entities, while each party disclaims beneficial ownership beyond its pecuniary interest. The report also lists significant indirect holdings of both Class A and additional Class B shares via BCC and the Lion Fund, alongside minimal direct holdings. This pattern shows continued net buying rather than selling by the controlling group.

The concrete items to watch are any future Form 4s showing whether these affiliated entities continue purchasing or change to net sales, and whether the ownership structure through BCC and the Lion Fund shifts. The relevant near-term window is subsequent filings following these December 2025 transactions, since consistent additional purchases or a reversal to dispositions would clarify whether this is a one-off adjustment or part of an ongoing accumulation trend.

12/05/2025 - 06:49 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

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)
12/03/2025

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	12/03/2025		P		2,802	A	$303.32(3)	1,327,203	I(2)	By The Lion Fund, L.P.
Class B common stock	12/04/2025		P		1,139	A	$306.05(4)	1,328,342	I(2)	By The Lion Fund, L.P.
Class B common stock	12/05/2025		P		1,465	A	$306.9(5)	1,329,807	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 $299.80 to $306.00. 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 $303.85 to $308.50. 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 $303.56 to $313.44. 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	12/05/2025
	By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/05/2025
	By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	12/05/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BH report in this Form 4?

The filing shows that The Lion Fund, L.P., an affiliate of Sardar Biglari, purchased Class B common stock of Biglari Holdings Inc. on 12/03/2025, 12/04/2025 and 12/05/2025, totaling 2,802, 1,139 and 1,465 shares respectively.

At what prices were the recent BH Class B shares purchased?

The purchases of Biglari Holdings Inc. Class B common stock were made at weighted average prices of $ 303.32 on 12/03/2025, $ 306.05 on 12/04/2025 and $ 306.9 on 12/05/2025, each based on multiple trades within specified price ranges.

How many BH Class B shares does The Lion Fund, L.P. beneficially own after these trades?

Following the reported transactions, The Lion Fund, L.P. is listed as beneficially owning 1,329,807 shares of Biglari Holdings Inc. Class B common stock, held indirectly for the reporting persons.

What Class A holdings in Biglari Holdings Inc. are reported for Sardar Biglari affiliates?

The report lists Class A common stock holdings of 25,663.1 shares indirectly through Biglari Capital Corp. and 128,227.7 shares indirectly through The Lion Fund, L.P., reflecting positions associated with Sardar Biglari and his entities.

What is Sardar Biglari’s relationship to Biglari Holdings Inc. in this filing?

Sardar Biglari is identified as a Director, Chairman and CEO, and a 10% Owner of Biglari Holdings Inc., and the Form 4 is filed jointly by him, Biglari Capital Corp. and The Lion Fund, L.P.

How is beneficial ownership of BH shares structured among the reporting persons?

Shares are owned directly by Biglari Capital Corp. and The Lion Fund, L.P.. Biglari Capital Corp. is the general partner of The Lion Fund, and Sardar Biglari is the sole member, Chairman and CEO of Biglari Capital Corp., so they may be deemed to beneficially own the shares held by these entities to the extent of their pecuniary interests.