10q10k10q10k.net

What changed in Biglari Holdings Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Biglari Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+103 added−108 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-03)

Top changes in Biglari Holdings Inc.'s 2025 10-K

103 paragraphs added · 108 removed · 92 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

17 edited+1 added−4 removed18 unchanged
Biggest changeCompany-Operated Restaurants A typical company-operated restaurant management team consists of a general manager, a restaurant manager, and other managers, depending on the sales volume of the restaurant. Each restaurant’s general manager has primary responsibility for the day-to-day operations of his or her unit. Restaurant operations obtain food products and supplies from independent national distributors.
Biggest changeEach restaurant’s general manager has primary responsibility for the day-to-day operations of his or her unit. Restaurant operations obtain food products and supplies from independent national distributors. Purchases are centrally negotiated to ensure uniformity in product quality. Franchise Partner Restaurants Steak n Shake offers a franchise partner program to transition company-operated restaurants to franchise partnerships.
Maxim is headquartered in New York, New York. Maxim competes for licensing business with other companies. The nature of the licensing business is predicated on projects that materialize with irregularity. In addition, publishing is a highly competitive business.
Maxim is headquartered in New York, New York. Maxim competes for licensing business with other companies. The nature of the licensing business is predicated on projects that materialize with irregularity. In addition, publishing is a highly competitive business. Maxim products are marketed under various registered brand names.
As of December 31, 2024, the fair value of the investment partnerships was $656.3 million. The investments are subject to a rolling five-year lock-up period under the terms of the respective partnership agreements. The lock-up period can be waived by the general partner in its sole discretion.
The investments are subject to a rolling five-year lock-up period under the terms of the respective partnership agreements. The lock-up period can be waived by the general partner in its sole discretion. The Company also held marketable securities (outside the investment partnerships) of $69.0 million at fair value. Employees As of December 31, 2025, the Company employed 2,359 persons.
International We have a corporate office in Monaco and an international organization with personnel in various functions to support our international business.
Restaurant operations staff provides both on-site and off-site instruction to franchise restaurant management and associates. International We have a corporate office in Monaco and an international organization with personnel in various functions to support our international business.
Both restaurant chains assist franchisees with the development and ongoing operation of their restaurants. In addition, personnel assist franchisees with site selection, approve restaurant sites, and provide prototype plans, construction support, and specifications. Restaurant operations staff provides both on-site and off-site instruction to franchise restaurant management and associates.
Restaurant operations typically seek franchisees with both the financial resources necessary to fund successful development and significant experience in the restaurant/retail business. Both restaurant chains assist franchisees with the development and ongoing operation of their restaurants. In addition, personnel assist franchisees with site selection, approve restaurant sites, and provide prototype plans, construction support, and specifications.
The Insurance Act imposes solvency and liquidity standards as well as auditing and reporting requirements and confers on the Bermuda Monetary Authority powers to supervise, investigate, and intervene in the affairs of insurance companies. First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers.
The Insurance Act imposes solvency and liquidity standards as well as auditing and reporting requirements and confers on the Bermuda Monetary Authority powers to supervise, investigate, and intervene in the affairs of insurance companies. Biglari Reinsurance Ltd. is headquartered in Hamilton, Bermuda.
Steak n Shake, as the franchisor, assesses a fee of up to 15% of sales as well as 50% of profits. Potential franchise partners are screened based on entrepreneurial attitude and ability, but they become franchise partners based on achievement. Each must meet the gold standard in service. Franchise partners are single-unit owner-operators.
The franchise agreement stipulates that the franchisee make an upfront investment totaling ten thousand dollars. Steak n Shake, as the franchisor, assesses a fee of up to 15% of sales as well as 50% of profits. Potential franchise partners are screened based on entrepreneurial attitude and ability, but they become franchise partners based on achievement.
Traditional Franchise Restaurants Restaurant operations’ traditional franchising program extends the brands to areas in which there are no current development plans for company stores. The expansion plans include seeking qualified new franchisees and expanding relationships with current franchisees. Restaurant operations typically seek franchisees with both the financial resources necessary to fund successful development and significant experience in the restaurant/retail business.
Each must meet the gold standard in service. Franchise partners are single-unit owner-operators. Traditional Franchise Restaurants Restaurant operations’ traditional franchising program extends the brands to areas in which there are no current development plans for company stores. The expansion plans include seeking qualified new franchisees and expanding relationships with current franchisees.
Steak n Shake is headquartered in Indianapolis, Indiana. Founded in 1962 in Augusta, Georgia, Western Sizzlin is a steak and buffet concept serving signature steak dishes as well as other classic American menu items. Western Sizzlin also operates two other concepts: Great American Steak & Buffet, and Wood Grill Buffet. Western Sizzlin is headquartered in Roanoke, Virginia.
Founded in 1934 in Normal, Illinois, on Route 66, Steak n Shake is a classic American brand serving Steakburgers, beef tallow fries, and milkshakes. Steak n Shake is headquartered in Indianapolis, Indiana. Founded in 1962 in Augusta, Georgia, Western Sizzlin is a steak and buffet concept serving signature steak dishes as well as other classic American menu items.
As of December 31, 2024, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest. Restaurant Operations The Company’s restaurant operations are conducted through two subsidiaries: Steak n Shake Inc. (“Steak n Shake”) and Western Sizzlin Corporation (“Western Sizzlin”) for a combined 458 units.
Restaurant Operations The Company’s restaurant operations are conducted through two subsidiaries: Steak n Shake Inc. (“Steak n Shake”) and Western Sizzlin Corporation (“Western Sizzlin”) for a combined 435 units. As of December 31, 2025, Steak n Shake had 131 company-operated restaurants, 179 franchise partner units, and 94 traditional franchise units. Western Sizzlin had 3 company-operated restaurants and 28 franchise units.
The commercial truck insurance business is highly competitive in the areas of price and service. Vigorous competition is provided by large, well-capitalized companies and by small regional insurers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer.
First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers. The commercial truck insurance business is highly competitive in the areas of price and service. Vigorous competition is provided by large, well-capitalized companies and by small regional insurers.
Biglari Holdings maintains a website ( biglariholdings.com ) where its annual reports, press releases, interim shareholder reports, and links to its subsidiaries’ websites can be found.
Additional information with respect to Biglari Holdings’ businesses Information related to our reportable segments may be found in Part II, Item 8 of this Form 10-K. Biglari Holdings maintains a website ( biglariholdings.com ) where its annual reports, press releases, interim shareholder reports, and links to its subsidiaries’ websites can be found.
Maxim products are marketed under various registered brand names, including, but not limited to, “MAXIM®” and “Maxim®.” Investments The Company and its subsidiaries have invested in The Lion Fund, L.P., and The Lion Fund II, L.P. (collectively, “the investment partnerships”). The investment partnerships operate as private investment funds.
Investments The Company and its subsidiaries have invested in The Lion Fund, L.P., and The Lion Fund II, L.P. (collectively, “the investment partnerships”). The investment partnerships operate as private investment funds. As of December 31, 2025, the fair value of the investment partnerships was $772.6 million.
Biglari Holdings’ insurance operations may be affected by extraordinary weather conditions or other factors, any of which may have a significant effect upon the frequency or severity of claims. Oil and Gas Business The Company’s oil and gas operations are conducted through two entities, Southern Oil Company (“Southern Oil”) and Abraxas Petroleum Corporation (“Abraxas Petroleum”).
Southern Pioneer competes with large companies and local insurers. Southern Pioneer is headquartered in Jonesboro, Arkansas. 2 Table of Contents Biglari Holdings’ insurance operations may be affected by extraordinary weather conditions or other factors, any of which may have a significant effect upon the frequency or severity of claims.
Southern Pioneer underwrites garage liability and commercial property as well as homeowners and dwelling fire insurance on an admitted basis. Insurance coverages are offered nationwide, primarily through insurance agents. Southern Pioneer competes with large companies and local insurers.
However, extraordinary weather conditions or other factors may have a significant effect upon the frequency or severity of claims. First Guard is headquartered in Venice, Florida. Southern Pioneer underwrites garage liability and commercial property as well as homeowners and dwelling fire insurance on an admitted basis. Insurance coverages are offered nationwide, primarily through insurance agents.
Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters. Abraxas Petroleum operates oil and natural gas wells in the Permian Basin. In 2022, the Company purchased 90% of Abraxas Petroleum for $80.0 million. In 2023, the Company acquired the remaining 10% of Abraxas Petroleum for $5.4 million.
Oil and Gas Business The Company’s oil and gas operations are conducted through two entities, Southern Oil Company (“Southern Oil”) and Abraxas Petroleum Corporation (“Abraxas Petroleum”). Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters. Abraxas Petroleum operates oil and natural gas wells in the Permian Basin.
First Guard uses its own claim staff to manage claims. Seasonal variations in First Guard’s insurance business are not significant. However, extraordinary weather conditions or other factors may have a significant effect upon the frequency or severity of claims. First Guard is headquartered in Venice, Florida.
First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. First Guard uses its own claim staff to manage claims. Seasonal variations in First Guard’s insurance business are not significant.
Removed
As of December 31, 2024, Steak n Shake had 146 company-operated restaurants, 173 franchise partner units, and 107 traditional franchise units. Western Sizzlin had 3 company-operated restaurants and 29 franchise units. Founded in 1934 in Normal, Illinois, on Route 66, Steak n Shake is a classic American brand serving premium burgers and milkshakes.
Added
Western Sizzlin also operates two other concepts: Great American Steak & Buffet, and Wood Grill Buffet. Western Sizzlin is headquartered in Roanoke, Virginia. Company-Operated Restaurants A typical company-operated restaurant management team consists of a general manager, a restaurant manager, and other managers, depending on the sales volume of the restaurant.
Removed
Purchases are centrally negotiated to ensure uniformity in product quality. Franchise Partner Restaurants Steak n Shake offers a franchise partner program to transition company-operated restaurants to franchise partnerships. The franchise agreement stipulates that the franchisee make an upfront investment totaling ten thousand dollars.
Removed
Southern Pioneer is headquartered in Jonesboro, Arkansas. 2 Table of Contents Biglari Reinsurance Ltd. received its insurance license on July 31, 2024, from the Bermuda Monetary Authority. Biglari Reinsurance is headquartered in Hamilton, Bermuda.
Removed
The Company also held marketable securities (outside the investment partnerships) of $103.0 million at fair value. Employees As of December 31, 2024, the Company employed 2,535 persons. Additional information with respect to Biglari Holdings’ businesses Information related to our reportable segments may be found in Part II, Item 8 of this Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

13 edited+2 added−1 removed63 unchanged
Biggest changeWe are a holding company and are largely dependent upon dividends and other sources of funds from our subsidiaries in order to meet our needs. The ability of our insurance subsidiaries to pay dividends to Biglari Holdings is regulated by state insurance laws, which limit the amount of, and in certain circumstances may prohibit the payment of, cash dividends.
Biggest changeThe ability of our insurance subsidiaries to pay dividends to Biglari Holdings is regulated by state insurance laws, which limit the amount of, and in certain circumstances may prohibit the payment of, cash dividends, and Steak n Shake’s credit facility contains restrictions on its ability to pay dividends to Biglari Holdings.
A significant component of our restaurant business costs is related to food commodities, including beef and dairy products, which can be subject to significant price fluctuations due to seasonal shifts, climate conditions, industry demand, changes in commodity markets, inflation, and other factors.
A significant component of our restaurant business costs is related to food commodities, including beef and dairy products, which can be subject to significant price fluctuations due to seasonal shifts, climate conditions, industry demand, changes in commodity markets, inflation, tariffs, and other factors.
To avoid becoming and registering as an investment company under the Investment Company Act, we operate as an ongoing enterprise, with approximately 2,500 employees, along with an asset base from which to pursue acquisitions.
To avoid becoming and registering as an investment company under the Investment Company Act, we operate as an ongoing enterprise, with approximately 2,300 employees, along with an asset base from which to pursue acquisitions.
Additional factors that may adversely affect the restaurant industry include, but are not limited to, food and wage inflation, safety, and food-borne illness. Changes in economic conditions may have an adverse impact on our restaurant operations. Our restaurant operations are subject to normal economic cycles affecting the economy in general or the restaurant industry in particular.
Additional factors that may adversely affect the restaurant industry include, but are not limited to, food and wage inflation, safety, and food-borne illness. 5 Table of Contents Changes in economic conditions may have an adverse impact on our restaurant operations. Our restaurant operations are subject to normal economic cycles affecting the economy in general or the restaurant industry in particular.
We have identified a material weakness in our internal control over financial reporting. The Company manages its operating businesses on a decentralized basis. Decentralized operations can inherently create additional control risks. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
We have identified a material weakness in our internal control over financial reporting. The Company manages its operating businesses on a decentralized basis. Decentralized operations can inherently create additional control risks. Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company had five material weaknesses in internal controls over financial reporting during 2024.
The restaurant business is often affected by changes in consumer tastes and by national, regional, and local economic conditions. The performance of individual restaurants may be impacted by factors such as traffic patterns, demographic trends, weather conditions, and competing restaurants.
Restaurant businesses compete on the basis of price, convenience, service, experience, menu variety, and product quality. The restaurant business is often affected by changes in consumer tastes and by national, regional, and local economic conditions. The performance of individual restaurants may be impacted by factors such as traffic patterns, demographic trends, weather conditions, and competing restaurants.
We cannot be certain that the measures we may take in the future will be sufficient to remediate the control deficiencies that led to our material weakness in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.
We cannot be certain that the measures we may take in the future will be sufficient to remediate the final 2024 control deficiency or that they will prevent or avoid potential future material weaknesses.
In addition, macroeconomic disruptions could adversely impact the availability of financing for our franchisees’ expansions and operations. 5 Table of Contents Fluctuations in commodity and energy prices and the availability of commodities, including beef and dairy, could affect our restaurant business.
As a result, decreased cash flow generated from our business may adversely affect our financial position and our ability to fund our operations. In addition, macroeconomic disruptions could adversely impact the availability of financing for our franchisees’ expansions and operations. Fluctuations in commodity and energy prices and the availability of commodities, including beef and dairy, could affect our restaurant business.
Although these bills have not been acted upon by Congress, there can be no assurance that such a bill (or a modified version thereof) will not be introduced in Congress in the future.
Although these bills have not been acted upon by Congress, there can be no assurance that such a bill (or a modified version thereof) will not be introduced in Congress in the future. Legislation or other regulatory developments could make the shares of Class A common stock and Class B common stock ineligible for trading on national securities exchanges.
If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, we would be exposed to greater risk of misstatement in the financial statements. Risks Relating to Our Restaurant Operations Our restaurant operations face intense competition from a wide range of industry participants.
If we are unable to successfully remediate our remaining material weakness or any future material weaknesses in our internal control over financial reporting, we would be exposed to greater risk of misstatement in the financial statements. Future sales of our common stock may cause the market price of our common stock to decline.
The restaurant business is one of the most intensely competitive industries. As there are virtually no barriers to entry into the restaurant business, competitors may include national, regional, and local establishments. Restaurant businesses compete on the basis of price, convenience, service, experience, menu variety, and product quality.
Risks Relating to Our Restaurant Operations Our restaurant operations face intense competition from a wide range of industry participants. The restaurant business is one of the most intensely competitive industries. As there are virtually no barriers to entry into the restaurant business, competitors may include national, regional, and local establishments.
Legislation or other regulatory developments could make the shares of Class A common stock and Class B common stock ineligible for trading on the NYSE or other national securities exchanges. Litigation could have a material adverse effect on our financial position, cash flows, and results of operations.
Litigation could have a material adverse effect on our financial position, cash flows, and results of operations.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and determined that the Company did not design effective internal controls over financial reporting to mitigate potential risks.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, and determined that the Company remediated four of the five 2024 material weaknesses.
Removed
As a result, decreased cash flow generated from our business may adversely affect our financial position and our ability to fund our operations.
Added
We are a holding company and are largely dependent upon dividends and other sources of funds from our subsidiaries in order to meet our needs.
Added
We have registered up to $500,000,000 of our common stock for sale in an at-the-market offering. Sales of these shares could adversely affect the market value of our common stock. The market price of our common stock could decline as a result of sales or the perception that these sales could occur.

Item 2. Properties

Properties — owned and leased real estate

5 edited+0 added−0 removed0 unchanged
Biggest changeSteak n Shake Western Sizzlin Company Operated Franchise Partner Traditional Franchise Company Operated Franchise Total Domestic: Alabama 1 1 3 — 4 9 Arkansas — — 3 — 5 8 California — — 2 — — 2 Colorado 1 — — — — 1 Florida 19 56 4 — — 79 Georgia 7 11 11 — 3 32 Illinois 35 14 7 — — 56 Indiana 32 21 — — — 53 Iowa 2 1 1 — — 4 Kentucky — 12 6 — — 18 Louisiana — — 1 — — 1 Maryland — — — — 1 1 Michigan 9 4 1 — — 14 Mississippi — — 6 — 1 7 Missouri 4 15 20 — — 39 Nebraska — — 1 — — 1 Nevada — — 4 — — 4 North Carolina 1 5 1 — 6 13 Ohio 25 18 1 — 1 45 Oklahoma — — 1 — 2 3 Pennsylvania 1 — — — — 1 South Carolina 1 — 2 — 1 4 Tennessee 1 7 5 — 3 16 Texas 1 8 5 — — 14 Virginia — — 4 2 2 8 Washington, D.C. — — 1 — — 1 West Virginia — — 3 1 — 4 International: France 4 — 14 — — 18 Monaco 1 — — — — 1 Spain 1 — — — — 1 Total 146 173 107 3 29 458 As of December 31, 2024, 10 of the 146 Steak n Shake company-operated stores were closed.
Biggest changeSteak n Shake Western Sizzlin Company Operated Franchise Partner Traditional Franchise Company Operated Franchise Total Domestic: Alabama 1 1 2 — 4 8 Arkansas — — 3 — 5 8 California — — 2 — — 2 Colorado 1 — — — — 1 Florida 16 57 4 — — 77 Georgia 5 12 11 — 3 31 Illinois 34 15 7 — — 56 Indiana 27 25 — — — 52 Iowa 2 1 1 — — 4 Kentucky 2 10 5 — — 17 Louisiana — — 1 — — 1 Maryland — — — — 1 1 Michigan 7 6 1 — — 14 Mississippi — — 4 — 1 5 Missouri 5 14 18 — — 37 Nebraska — — 1 — — 1 Nevada — — 4 — — 4 North Carolina 1 5 1 — 6 13 Ohio 22 18 1 — 1 42 Oklahoma — — 1 — 1 2 Pennsylvania 1 — — — — 1 South Carolina 1 — 2 — 1 4 Tennessee — 8 4 — 3 15 Texas 1 7 3 — — 11 Virginia — — 4 2 2 8 West Virginia — — 2 1 — 3 International: France 3 — 12 — — 15 Monaco 1 — — — — 1 Spain 1 — — — — 1 Total 131 179 94 3 28 435 As of December 31, 2025, seven of the 131 Steak n Shake company-operated stores were closed.
Through its subsidiaries, the Company owns Steak n Shake’s office building in Indianapolis, Indiana; First Guard’s office building in Venice, Florida; and Southern Pioneer’s office building in Jonesboro, Arkansas. In addition, the Company owns eight various locations that are being leased or are available to be leased by third parties, along with owning one undeveloped property in San Antonio, Texas.
Through its subsidiaries, the Company owns Steak n Shake’s office building in Indianapolis, Indiana; First Guard’s office building in Venice, Florida; and Southern Pioneer’s office building in Jonesboro, Arkansas. In addition, the Company owns seven various locations that are being leased or are available to be leased by third parties, along with owning one undeveloped property in San Antonio, Texas.
Item 3. Legal Proceedings Refer to Commitments and Contingencies - Note 15 to the Consolidated Financial Statements included in Item 8 for a discussion of legal proceedings. Item 4. Mine Safety Disclosures Not applicable. Part II
Item 3. Legal Proceedings Refer to Commitments and Contingencies - Note 14 to the Consolidated Financial Statements included in Item 8 for a discussion of legal proceedings. Item 4. Mine Safety Disclosures Not applicable. Part II
Steak n Shake plans to sell or lease six of the 10 locations and refranchise the balance. 10 Table of Contents Other Properties Southern Oil primarily operates oil and natural gas wells in Louisiana. Its operations are primarily offshore in Louisiana state waters. Abraxas Petroleum operates oil and natural gas wells in the Permian Basin.
Of the seven locations, Steak n Shake plans to reopen two locations and sell or lease five locations. 10 Table of Contents Other Properties Southern Oil primarily operates oil and natural gas wells in Louisiana. Its operations are primarily offshore in Louisiana state waters. Abraxas Petroleum operates oil and natural gas wells in the Permian Basin.
Item 2. Properties Restaurant Properties As of December 31, 2024, restaurant operations included 458 company-operated and franchise locations. Restaurant operations own the land and building for 136 restaurants. The following table lists the locations of the restaurants as of December 31, 2024.
Item 2. Properties Restaurant Properties As of December 31, 2025, restaurant operations included 435 company-operated and franchise locations. Restaurant operations own the land and building for 138 restaurants. The following table lists the locations of the restaurants as of December 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed1 unchanged
Biggest changeTotal Number of Class A Shares Purchased Average Price Paid per Class A Share Total Number of Class B Shares Purchased Average Price Paid per Class B Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs October 1, 2024 - October 31, 2024 — $ — — $ — — — November 1, 2024 - November 30, 2024 4,349 $ 1,012.12 34,838 $ 203.90 — — December 1, 2024 - December 31, 2024 1,508 $ 1,188.35 10,528 $ 231.10 — — Total 5,857 45,366 — Item 6. [Reserved] 11 Table of Contents
Biggest changeTotal Number of Class A Shares Purchased Average Price Paid per Class A Share Total Number of Class B Shares Purchased Average Price Paid per Class B Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs October 1, 2025 - October 31, 2025 — $ — — $ — — — November 1, 2025 - November 30, 2025 213 $ 1,406.30 1,819 $ 274.77 — — December 1, 2025 - December 31, 2025 584 $ 1,624.75 11,312 $ 313.99 — — Total 797 13,131 — Item 6. [Reserved] 11 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Biglari Holdings’ Class A common stock and Class B common stock are listed for trading on the NYSE, trading symbol: BH.A and BH, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Biglari Holdings’ Class A common stock and Class B common stock are listed for trading on the NYSE and NYSE Texas, trading symbol: BH.A and BH, respectively.
Issuer Purchases of Equity Securities From November 12, 2024 through December 17, 2024, The Lion Fund, L.P. purchased 5,857 shares of Class A common stock and 45,366 shares of Class B common stock. The Lion Fund, L.P. may be deemed an “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended.
Issuer Purchases of Equity Securities From November 24, 2025 through December 17, 2025, The Lion Fund, L.P., purchased 797 shares of Class A common stock and 13,131 shares of Class B common stock. The Lion Fund, L.P., may be deemed an “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended.
Shareholders Biglari Holdings had 1,403 beneficial shareholders of its Class A common stock and 4,348 beneficial shareholders of its Class B common stock as of February 6, 2025. Dividends Biglari Holdings has never declared a dividend.
Shareholders Biglari Holdings had 1,476 beneficial shareholders of its Class A common stock and 4,558 beneficial shareholders of its Class B common stock as of January 28, 2026. Dividends Biglari Holdings has never declared a dividend.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+8 added−11 removed21 unchanged
Biggest changeSteak n Shake plans to sell or lease six of the 10 locations and refranchise the balance. 12 Table of Contents Management’s Discussion and Analysis (continued) Restaurant operations for 2024, 2023, and 2022 are summarized below. 2024 2023 2022 Revenue Net sales $ 159,213 $ 152,545 $ 149,184 Franchise partner fees 70,616 72,552 63,853 Franchise royalties and fees 13,632 16,443 19,678 Other revenue 7,986 9,317 8,853 Total revenue 251,447 250,857 241,568 Restaurant cost of sales Cost of food 47,891 30.1 % 44,993 29.5 % 44,461 29.8 % Labor costs 50,431 31.7 % 47,090 30.9 % 50,524 33.9 % Occupancy and other 45,127 28.3 % 45,903 30.1 % 45,279 30.4 % Total cost of sales 143,449 137,986 140,264 Selling, general and administrative General and administrative 47,130 18.7 % 44,120 17.6 % 40,206 16.6 % Marketing 12,584 5.0 % 12,631 5.0 % 13,921 5.8 % Other expenses (income) (5,800) (2.3) % (7,935) (3.2) % (2,294) (0.9) % Total selling, general and administrative 53,914 48,816 51,833 Impairments 107 — % 3,947 1.6 % 3,520 1.5 % Depreciation and amortization 27,002 10.7 % 27,031 10.8 % 27,496 11.4 % Interest on finance leases and obligations 5,361 5,114 5,493 Earnings before income taxes 21,614 27,963 12,962 Income tax expense 6,144 6,132 3,579 Contribution to net earnings $ 15,470 $ 21,831 $ 9,383 Cost of food, labor, and occupancy and other costs are expressed as a percentage of net sales.
Biggest changeOf the seven locations, Steak n Shake plans to reopen two locations and sell or lease five locations. 13 Table of Contents Management’s Discussion and Analysis (continued) Restaurant operations for 2025, 2024, and 2023 are summarized below. 2025 2024 2023 Revenue Net sales $ 181,884 $ 159,213 $ 152,545 Franchise partner fees 77,001 70,616 72,552 Franchise royalties and fees 13,587 13,632 16,443 Other revenue 8,398 7,986 9,317 Total revenue 280,870 251,447 250,857 Restaurant cost of sales Cost of food 56,205 30.9 % 47,891 30.1 % 44,993 29.5 % Labor costs 56,175 30.9 % 50,431 31.7 % 47,090 30.9 % Occupancy and other 48,941 26.9 % 45,127 28.3 % 45,903 30.1 % Total cost of sales 161,321 143,449 137,986 Selling, general and administrative General and administrative 48,969 17.4 % 47,130 18.7 % 44,120 17.6 % Marketing 17,951 6.4 % 12,584 5.0 % 12,631 5.0 % Other expenses (income) (3,944) (1.4) % (5,800) (2.3) % (7,935) (3.2) % Total selling, general and administrative 62,976 53,914 48,816 Impairments 1,251 0.4 % 107 — % 3,947 1.6 % Depreciation and amortization 26,759 9.5 % 27,002 10.7 % 27,031 10.8 % Interest on finance leases and obligations 5,421 5,361 5,114 Earnings before income taxes 23,142 21,614 27,963 Income tax expense 6,765 6,144 6,132 Contribution to net earnings $ 16,377 $ 15,470 $ 21,831 Cost of food, labor, and occupancy and other costs are expressed as a percentage of net sales.
Figures are shown for information purposes only. 14 Table of Contents Management’s Discussion and Analysis (continued) Insurance We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management.
Figures are shown for information purposes only. 15 Table of Contents Management’s Discussion and Analysis (continued) Insurance We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management.
Investment gains and losses in 2024 and 2023 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly and annual results.
Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly and annual results.
It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results. 17 Table of Contents Management’s Discussion and Analysis (continued) Abraxas Petroleum Abraxas Petroleum operates oil and natural gas properties in the Permian Basin.
It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results. 18 Table of Contents Management’s Discussion and Analysis (continued) Abraxas Petroleum Abraxas Petroleum operates oil and natural gas properties in the Permian Basin.
Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors, set forth above. We undertake no obligation to publicly update or revise them, except as may be required by law. Item 7A.
Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors, set forth above. We undertake no obligation to publicly update or revise them, except as may be required by law. 23 Table of Contents Item 7A.
Commissions are in other income in the above table. 15 Table of Contents Management’s Discussion and Analysis (continued) First Guard First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone.
Commissions are in other income and expenses in the above table. 16 Table of Contents Management’s Discussion and Analysis (continued) First Guard First Guard is a direct underwriter of commercial truck insurance, primarily selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone.
Other income decreased during 2024 compared to 2023, primarily because of fewer real estate transactions. Interest on obligations under leases was $5,361 during 2024 versus $5,114 during 2023. To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners.
Other income decreased during 2025 compared to 2024, primarily because of fewer real estate transactions. Interest on obligations under leases was $5,421 during 2025 versus $5,361 during 2024. To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners.
We did not record any impairments to our oil and gas assets during 2024. However, we may be required to record impairments of our oil and gas properties resulting from prolonged declines in oil and gas prices.
We did not record any impairments to our oil and gas assets during 2025, 2024, or 2023. However, we may be required to record impairments of our oil and gas properties resulting from prolonged declines in oil and gas prices.
The following discussion should also be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” and the risks and uncertainties described in Item 1A, Risk Factors, set forth above. Our Management Discussion and Analysis generally discusses 2024 and 2023 items.
The following discussion should also be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” and the risks and uncertainties described in Item 1A, Risk Factors, set forth above. Our Management’s Discussion and Analysis generally discusses 2025 and 2024 items.
Discussions of 2022 items can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.
Discussions of 2023 items can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 1, 2025.
Quantitative and Qualitative Disclosures About Market Risk Not applicable. 23 Table of Contents
Quantitative and Qualitative Disclosures About Market Risk Not applicable. 24 Table of Contents
A discussion of our principal accounting policies that required the application of significant judgments as of December 31, 2024, follows. Impairment of Restaurant Long-lived Assets We review company-operated restaurants for impairment on a restaurant-by-restaurant basis when events or circumstances indicate a possible impairment.
A discussion of our principal accounting policies that required the application of significant judgments as of December 31, 2025, follows. 22 Table of Contents Management’s Discussion and Analysis (continued) Impairment of Restaurant Long-lived Assets We review company-operated restaurants for impairment on a restaurant-by-restaurant basis when events or circumstances indicate a possible impairment.
We intend to meet the working capital needs of our operating subsidiaries, principally through cash flows generated from operations and cash on hand. We continually review available financing alternatives. Biglari Holdings Lines of Credit Biglari Holdings’ line of credit was amended on September 13, 2024, and the available line of credit was increased to $35,000.
We intend to meet the working capital needs of our operating subsidiaries, principally through cash flows generated from operations and cash on hand. We continually review available financing alternatives. Biglari Holdings ’ Line of Credit Biglari Holdings’ line of credit is $35,000 and matures on September 13, 2026.
Earnings from our investments in partnerships are summarized below. 2024 2023 2022 Investment partnership gains (losses) $ (41,058) $ 19,440 $ (75,953) Tax expense (benefit) (12,939) 4,794 (18,992) Contribution to net earnings $ (28,119) $ 14,646 $ (56,961) Investment partnership gains include gains/losses from changes in the market values of underlying investments and dividends earned by the partnerships.
Earnings from our investments in partnerships are summarized below. 2025 2024 2023 Investment partnership gains (losses) $ (67,001) $ (41,058) $ 19,440 Tax expense (benefit) (15,005) (12,939) 4,794 Contribution to net earnings $ (51,996) $ (28,119) $ 14,646 Investment partnership gains include gains/losses from changes in the market values of underlying investments and dividends earned by the partnerships.
Steak n Shake Western Sizzlin Company- operated Franchise Partner Traditional Franchise Company- operated Franchise Total Stores on December 31, 2021 199 159 178 3 38 577 Corporate stores transitioned (16) 16 — — — — Net restaurants opened (closed) (6) — (24) — (2) (32) Stores on December 31, 2022 177 175 154 3 36 545 Corporate stores transitioned (6) 7 (1) — — — Net restaurants opened (closed) (23) (1) (25) — (4) (53) Stores on December 31, 2023 148 181 128 3 32 492 Corporate stores transitioned 9 (8) (1) — — — Net restaurants opened (closed) (11) — (20) — (3) (34) Stores on December 31, 2024 146 173 107 3 29 458 As of December 31, 2024, 10 of the 146 company-operated Steak n Shake stores were closed.
Steak n Shake Western Sizzlin Company- operated Franchise Partner Traditional Franchise Company- operated Franchise Total Stores on December 31, 2022 177 175 154 3 36 545 Corporate stores transitioned (6) 7 (1) — — — Net restaurants opened (closed) (23) (1) (25) — (4) (53) Stores on December 31, 2023 148 181 128 3 32 492 Corporate stores transitioned 9 (8) (1) — — — Net restaurants opened (closed) (11) — (20) — (3) (34) Stores on December 31, 2024 146 173 107 3 29 458 Corporate stores transitioned (7) 7 — — — — Net restaurants opened (closed) (8) (1) (13) — (1) (23) Stores on December 31, 2025 131 179 94 3 28 435 As of December 31, 2025, seven of the 131 company-operated Steak n Shake stores were closed.
Oil and Gas A summary of revenue and earnings of oil and gas operations follows. 2024 2023 2022 Oil and gas revenue $ 36,945 $ 45,071 $ 57,546 Oil and gas production costs 16,636 17,365 17,842 Depreciation, depletion, and accretion 11,102 10,339 8,013 General and administrative expenses 6,135 5,164 6,500 Total cost and expenses 33,873 32,868 32,355 Gain on sale of properties 16,700 13,563 — Earnings before income taxes 19,772 25,766 25,191 Income tax expense 4,314 360 6,100 Contribution to net earnings $ 15,458 $ 25,406 $ 19,091 Our oil and gas business is highly dependent on oil and natural gas prices.
Oil and Gas A summary of revenue and earnings of oil and gas operations follows. 2025 2024 2023 Oil and gas revenue $ 30,211 $ 36,945 $ 45,071 Oil and gas production costs 12,548 16,636 17,365 Depreciation, depletion, and accretion 11,674 11,102 10,339 General and administrative expenses 4,968 6,135 5,164 Total cost and expenses 29,190 33,873 32,868 Gain on sale of properties 11,877 16,700 13,563 Earnings before income taxes 12,898 19,772 25,766 Income tax expense 1,990 4,314 360 Contribution to net earnings $ 10,908 $ 15,458 $ 25,406 Our oil and gas business is highly dependent on oil and natural gas prices.
Discussion of Operations Net earnings attributable to Biglari Holdings Inc. shareholders are disaggregated in the table that follows. 2024 2023 2022 Operating businesses: Restaurant $ 15,470 $ 21,831 $ 9,383 Insurance 7,169 10,262 7,662 Oil and gas 15,458 25,406 19,091 Brand licensing (884) 8 1,313 Interest expense (589) (531) (305) Corporate and other (12,503) (17,814) (9,806) Total operating businesses 24,121 39,162 27,338 Investment partnership gains (losses) (28,119) 14,646 (56,961) Investment gains (losses) 239 1,731 (2,682) Net earnings (loss) (3,759) 55,539 (32,305) Earnings (loss) attributable to noncontrolling interest — 591 (287) Net earnings (loss) attributable to Biglari Holdings Inc. shareholders $ (3,759) $ 54,948 $ (32,018) The following discussion should be read in conjunction with Item 1, Business and our Consolidated Financial Statements and the notes thereto included in this Form 10-K.
Discussion of Operations Net earnings attributable to Biglari Holdings Inc. shareholders are disaggregated in the table that follows. 2025 2024 2023 Operating businesses: Restaurant $ 16,377 $ 15,470 $ 21,831 Insurance 10,476 7,169 10,262 Oil and gas 10,908 15,458 25,406 Brand licensing (1,442) (884) 8 Interest expense (6,166) (589) (531) Corporate and other (16,000) (12,503) (17,814) Total operating businesses 14,153 24,121 39,162 Investment partnership gains (losses) (51,996) (28,119) 14,646 Investment gains 355 239 1,731 Net earnings (loss) (37,488) (3,759) 55,539 Earnings (loss) attributable to noncontrolling interest — — 591 Net earnings (loss) attributable to Biglari Holdings Inc. shareholders $ (37,488) $ (3,759) $ 54,948 The following discussion should be read in conjunction with Item 1, Business and our Consolidated Financial Statements and the notes thereto included in this Form 10-K.
Underwriting results of our insurance operations are summarized below. 2024 2023 2022 Underwriting gain (loss) attributable to: First Guard $ 4,038 $ 9,492 $ 6,578 Southern Pioneer 400 (1,038) (1,277) Pre-tax underwriting gain 4,438 8,454 5,301 Income tax expense 932 1,775 1,113 Net underwriting gain $ 3,506 $ 6,679 $ 4,188 Earnings of our insurance operations are summarized below. 2024 2023 2022 Premiums written $ 68,394 $ 63,064 $ 61,108 Premiums earned $ 65,809 $ 61,225 $ 59,949 Insurance losses 43,643 35,668 37,187 Underwriting expenses 17,728 17,103 17,461 Pre-tax underwriting gain 4,438 8,454 5,301 Other income and expenses Investment income 3,928 3,074 1,380 Other income 724 1,555 3,223 Total other income 4,652 4,629 4,603 Earnings before income taxes 9,090 13,083 9,904 Income tax expense 1,921 2,821 2,242 Contribution to net earnings $ 7,169 $ 10,262 $ 7,662 Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.
Underwriting results of our insurance operations are summarized below. 2025 2024 2023 Underwriting gain (loss) attributable to: First Guard $ 6,015 $ 4,038 $ 9,492 Southern Pioneer 1,195 400 (1,038) Pre-tax underwriting gain 7,210 4,438 8,454 Income tax expense 1,514 932 1,775 Net underwriting gain $ 5,696 $ 3,506 $ 6,679 Earnings of our insurance operations are summarized below. 2025 2024 2023 Premiums written $ 71,041 $ 68,394 $ 63,064 Premiums earned $ 70,147 $ 65,809 $ 61,225 Insurance losses 43,142 43,643 35,668 Underwriting expenses 19,795 17,728 17,103 Pre-tax underwriting gain 7,210 4,438 8,454 Investment income and other income and expenses Investment income 3,339 3,928 3,074 Other income and expenses 2,167 724 1,555 Total investment income and other income and expenses 5,506 4,652 4,629 Earnings before income taxes 12,716 9,090 13,083 Income tax expense 2,240 1,921 2,821 Contribution to net earnings $ 10,476 $ 7,169 $ 10,262 Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.
We believe the franchise partner information is useful to readers, as it has a direct effect on Steak n Shake’s profitability. 2024 2023 Revenue Net sales and other $ 326,736 $ 324,281 Restaurant cost of sales Cost of food $ 96,550 29.5 % $ 91,317 28.2 % Labor costs 88,009 26.9 % 86,286 26.6 % Occupancy and other 68,061 20.8 % 66,135 20.4 % Total cost of sales $ 252,620 $ 243,738 The Company’s consolidated financial statements do not include data in the table above.
We believe the franchise partner information is useful to readers, as it has a direct effect on Steak n Shake’s profitability. 2025 2024 Revenue Net sales and other $ 359,046 $ 326,736 Restaurant cost of sales Cost of food $ 108,259 30.2 % $ 96,550 29.5 % Labor costs 93,823 26.1 % 88,009 26.9 % Occupancy and other 72,193 20.1 % 68,061 20.8 % Total cost of sales $ 274,275 $ 252,620 The Company’s consolidated financial statements do not include data in the table above.
Earnings for Abraxas Petroleum from the date of acquisition, September 14, 2022, are summarized below. 2024 2023 2022 Oil and gas revenue $ 22,590 $ 27,576 $ 11,455 Oil and gas production costs 9,517 9,605 4,487 Depreciation, depletion, and accretion 6,202 6,359 2,510 General and administrative expenses 3,718 2,765 3,806 Total cost and expenses 19,437 18,729 10,803 Gain on sale of properties 16,700 13,563 — Earnings before income taxes 19,853 22,410 652 Income tax expense (benefit) 4,361 (384) 154 Contribution to net earnings $ 15,492 $ 22,794 $ 498 Abraxas Petroleum’s revenue decreased $4,986, or 18.1% during 2024 compared to 2023.
Earnings for Abraxas Petroleum are summarized below. 2025 2024 2023 Oil and gas revenue $ 16,998 $ 22,590 $ 27,576 Oil and gas production costs 8,839 9,517 9,605 Depreciation, depletion, and accretion 6,011 6,202 6,359 General and administrative expenses 2,889 3,718 2,765 Total cost and expenses 17,739 19,437 18,729 Gain on sale of properties 11,877 16,700 13,563 Earnings before income taxes 11,136 19,853 22,410 Income tax expense (benefit) 1,834 4,361 (384) Contribution to net earnings $ 9,302 $ 15,492 $ 22,794 Abraxas Petroleum’s revenue decreased $5,592, or 24.8% during 2025 compared to 2024.
Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances.
Accordingly, certain amounts currently recorded in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances.
Earnings for Southern Oil are summarized below. 2024 2023 2022 Oil and gas revenue $ 14,355 $ 17,495 $ 46,091 Oil and gas production costs 7,119 7,760 13,355 Depreciation, depletion, and accretion 4,900 3,980 5,503 General and administrative expenses 2,417 2,399 2,694 Total cost and expenses 14,436 14,139 21,552 Earnings (loss) before income taxes (81) 3,356 24,539 Income tax expense (benefit) (47) 744 5,946 Contribution to net earnings $ (34) $ 2,612 $ 18,593 Southern Oil’s revenue decreased $3,140, or 17.9% during 2024 compared to 2023.
Earnings for Southern Oil are summarized below. 2025 2024 2023 Oil and gas revenue $ 13,213 $ 14,355 $ 17,495 Oil and gas production costs 3,709 7,119 7,760 Depreciation, depletion, and accretion 5,663 4,900 3,980 General and administrative expenses 2,079 2,417 2,399 Total cost and expenses 11,451 14,436 14,139 Earnings (loss) before income taxes 1,762 (81) 3,356 Income tax expense (benefit) 156 (47) 744 Contribution to net earnings $ 1,606 $ (34) $ 2,612 Southern Oil’s revenue decreased $1,142, or 8.0% during 2025 compared to 2024.
A summary of First Guard’s underwriting results follows. 2024 2023 2022 Amount % Amount % Amount % Premiums written $ 37,691 $ 36,917 $ 35,914 Premiums earned $ 37,691 100.0 % $ 36,917 100.0 % $ 35,914 100.0 % Insurance losses 27,236 72.3 % 20,861 56.5 % 22,299 62.1 % Underwriting expenses 6,417 17.0 % 6,564 17.8 % 7,037 19.6 % Total losses and expenses 33,653 89.3 % 27,425 74.3 % 29,336 81.7 % Pre-tax underwriting gain $ 4,038 $ 9,492 $ 6,578 First Guard produced an underwriting gain in 2024.
A summary of First Guard’s underwriting results follows. 2025 2024 2023 Amount % Amount % Amount % Premiums written $ 36,674 $ 37,691 $ 36,917 Premiums earned $ 36,674 100.0 % $ 37,691 100.0 % $ 36,917 100.0 % Insurance losses 23,028 62.8 % 27,236 72.3 % 20,861 56.5 % Underwriting expenses 7,631 20.8 % 6,417 17.0 % 6,564 17.8 % Total losses and expenses 30,659 83.6 % 33,653 89.3 % 27,425 74.3 % Pre-tax underwriting gain $ 6,015 $ 4,038 $ 9,492 First Guard produced an underwriting gain in 2025 of $6,015, representing an increase of $1,977, or 49.0% compared to 2024.
Based on a review of the qualitative factors, if we determine it is not more likely than not that the fair value is less than the carrying value, we may bypass the quantitative impairment test.
Based on a review of the qualitative factors, if we determine it is not more likely than not that the fair value is less than the carrying value, we may bypass the quantitative impairment test. We may also elect not to perform the qualitative assessment for the reporting unit or intangible assets and perform a quantitative impairment test instead.
Consolidated cash flow activities are summarized below. 2024 2023 2022 Net cash provided by operating activities $ 49,660 $ 73,002 $ 127,825 Net cash used in investing activities (87,388) (66,080) (136,605) Net cash provided by (used in) financing activities 39,484 (16,132) 3,860 Effect of exchange rate changes on cash 22 59 38 Increase (decrease) in cash, cash equivalents, and restricted cash $ 1,778 $ (9,151) $ (4,882) In 2024, cash provided by operating activities decreased by $23,342 as compared to 2023.
Consolidated cash flow activities are summarized below. 2025 2024 2023 Net cash provided by operating activities $ 106,959 $ 49,660 $ 73,002 Net cash used in investing activities (65,470) (87,388) (66,080) Net cash provided by (used in) financing activities 196,533 39,484 (16,132) Effect of exchange rate changes on cash 39 22 59 Increase (decrease) in cash, cash equivalents, and restricted cash $ 238,061 $ 1,778 $ (9,151) Cash provided by operating activities increased during 2025 by $57,299 as compared to 2024.
These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. Through our subsidiaries, we engage in numerous diverse business activities. We operate on a decentralized management structure. The business segment data (Note 17 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion.
These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. Through our subsidiaries, we engage in numerous diverse business activities. We operate on a decentralized management structure.
The variance in income taxes between 2024 and 2023 is attributable to taxes on income generated by the investment partnerships. Excluding investment partnership activities, pretax income was $32,904 and $45,407 and tax expense was $8,544 and $4,514 during 2024 and 2023, respectively.
Income Taxes The consolidated income tax benefit was $10,203 in 2025 versus $4,395 in 2024. The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships. Excluding investment partnership activities, pre-tax income was $19,310 and $32,904 and tax expense was $4,802 and $8,544 during 2025 and 2024, respectively.
Abraxas Petroleum reduced production by shutting in wells during 2024 due to lower natural gas prices. Abraxas Petroleum recorded a gain of $16,700 as a result of selling undeveloped reserves to an unaffiliated party whose aim is to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on its undeveloped properties.
The revenue decline was primarily due to lower crude oil prices. During 2025, Abraxas Petroleum recorded a gain of $11,877 as a result of selling undeveloped reserves to an unaffiliated party whose aim is to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on its undeveloped properties.
A summary of Southern Pioneer’s underwriting results follows. 2024 2023 2022 Amount % Amount % Amount % Premiums written $ 30,703 $ 26,147 $ 25,194 Premiums earned $ 28,118 100.0 % $ 24,308 100.0 % $ 24,035 100.0 % Insurance losses 16,407 58.4 % 14,807 60.9 % 14,888 61.9 % Underwriting expenses 11,311 40.2 % 10,539 43.4 % 10,424 43.4 % Total losses and expenses 27,718 98.6 % 25,346 104.3 % 25,312 105.3 % Pre-tax underwriting gain (loss) $ 400 $ (1,038) $ (1,277) Premiums earned increased $3,810, or 15.7% in 2024 compared to 2023, primarily because of growth in its personal lines, e.g., homeowners insurance.
A summary of Southern Pioneer’s underwriting results follows. 2025 2024 2023 Amount % Amount % Amount % Premiums written $ 34,367 $ 30,703 $ 26,147 Premiums earned $ 33,473 100.0 % $ 28,118 100.0 % $ 24,308 100.0 % Insurance losses 20,114 60.1 % 16,407 58.4 % 14,807 60.9 % Underwriting expenses 12,164 36.3 % 11,311 40.2 % 10,539 43.4 % Total losses and expenses 32,278 96.4 % 27,718 98.6 % 25,346 104.3 % Pre-tax underwriting gain (loss) $ 1,195 $ 400 $ (1,038) Premiums earned increased $5,355, or 19.0% in 2025 compared to 2024, primarily because of higher average earned premium per policy.
We may also elect not to perform the qualitative assessment for the reporting unit or intangible assets and perform a quantitative impairment test instead. 22 Table of Contents Management’s Discussion and Analysis (continued) Recently Issued Accounting Pronouncements For detailed information regarding recently issued accounting pronouncements and the expected impact on our consolidated financial statements, see Note 1 “Summary of Significant Accounting Policies” in the accompanying notes to consolidated financial statements included in Part II, Item 8 of this report on Form 10-K.
Recently Issued Accounting Pronouncements For detailed information regarding recently issued accounting pronouncements and the expected impact on our consolidated financial statements, see Note 1 “Summary of Significant Accounting Policies” in the accompanying notes to consolidated financial statements included in Part II, Item 8 of this report on Form 10-K.
The line of credit matures on September 13, 2026. The line of credit includes customary covenants as well as financial maintenance covenants. As of December 31, 2024, we were in compliance with all covenants. There was a $35,000 balance on the line of credit on December 31, 2024.
The line of credit includes customary covenants as well as financial maintenance covenants. As of December 31, 2025, we were in compliance with all covenants. The balance on the line of credit was $27,250 and $35,000 on December 31, 2025 and 2024, respectively. Our interest rate was 6.7% and 7.1% on December 31, 2025 and 2024, respectively.
The labor costs at company-operated restaurants during 2024 were $50,431, or 31.7% of net sales as compared to $47,090, or 30.9% of net sales in 2023. Labor costs expressed as a percentage of net sales increased during 2024 compared to 2023 primarily due to an increase in store-level managers.
The cost of food as a percentage of net sales increased during 2025 compared to 2024 primarily due to inflation and improvements in the quality of various products. The labor costs at company-operated restaurants during 2025 were $56,175, or 30.9% of net sales as compared to $50,431, or 31.7% of net sales in 2024.
Our interest rate was 7.8% on December 31, 2024. Western Sizzlin Revolver Western Sizzlin’s available line of credit is $500. As of December 31, 2024 and 2023, Western Sizzlin had no debt outstanding under its revolver. Critical Accounting Policies Certain accounting policies require us to make estimates and judgments in determining the amounts reflected in the consolidated financial statements.
As of December 31, 2025 and 2024, Western Sizzlin had no debt outstanding under its revolver. Critical Accounting Policies Certain accounting policies require us to make estimates and judgments in determining the amounts reflected in the consolidated financial statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty.
The effective tax rate for the Company (excluding investment partnership activities) was 26.0% during 2024 compared to 9.9% during 2023. The increase in the effective tax rates is primarily attributable to certain tax benefits recognized by Abraxas Petroleum during 2023. Corporate and Other Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses.
The effective tax rate for the Company (excluding investment partnership activities) was 24.9% during 2025 compared to 26.0% during 2024. Corporate and Other Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Net losses for Corporate and other were $16,000 during 2025 and $12,503 during 2024.
Southern Pioneer’s ratio of losses and loss adjustment expenses to premiums earned was 58.4% during 2024 as compared to 60.9% during 2023. 16 Table of Contents Management’s Discussion and Analysis (continued) Insurance – Investment Income A summary of net investment income attributable to our insurance operations follows. 2024 2023 2022 Interest, dividends, and other investment income: First Guard $ 1,976 $ 1,873 $ 751 Southern Pioneer 1,895 1,201 629 Biglari Reinsurance 57 — — Pre-tax investment income 3,928 3,074 1,380 Income tax expense 825 646 289 Net investment income $ 3,103 $ 2,428 $ 1,091 We consider investment income as a component of our aggregate insurance operating results.
The loss ratio increased from higher claims frequencies, average claims severities, and adverse development of prior accident years’ claims. 17 Table of Contents Management’s Discussion and Analysis (continued) Insurance – Investment Income A summary of net investment income attributable to our insurance operations follows. 2025 2024 2023 Interest, dividends, and other investment income: First Guard $ 1,630 $ 1,976 $ 1,873 Southern Pioneer 1,675 1,895 1,201 Biglari Reinsurance 34 57 — Pre-tax investment income 3,339 3,928 3,074 Income tax expense 701 825 646 Net investment income $ 2,638 $ 3,103 $ 2,428 We consider investment income as a component of our aggregate insurance operating results.
Dividends and interest earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Investment Gains and Investment Partnership Gains Investment gains net of tax were $355 in 2025 as compared to $239 in 2024. Dividends and interest earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results.
December 31, 2024 2023 Cash and cash equivalents $ 30,709 $ 28,066 Investments 102,975 91,879 Fair value of interest in investment partnerships 656,266 472,772 Total cash and investments 789,950 592,717 Less: portion of Company stock held by investment partnerships (454,539) (273,669) Carrying value of cash and investments on balance sheet $ 335,411 $ 319,048 Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results.
December 31, 2025 2024 Cash and cash equivalents $ 268,782 $ 30,709 Investments 69,050 102,975 Fair value of interest in investment partnerships 772,585 656,266 Total cash and investments 1,110,417 789,950 Less: portion of Company stock held by investment partnerships (618,310) (454,539) Carrying value of cash and investments on balance sheet $ 492,107 $ 335,411 Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results. 21 Table of Contents Management’s Discussion and Analysis (continued) Liquidity Our balance sheet continues to maintain significant liquidity.
Investment gains in 2024 and 2023 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results.
Investment gains in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period.
For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurants’ profits, along with certain fees, are recorded as revenue.
For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue. 14 Table of Contents Management’s Discussion and Analysis (continued) Fees generated by our franchise partners were $77,001 in 2025 as compared to $70,616 during 2024.
The franchise royalties and fees generated by the traditional franchising business were $13,632 during 2024 as compared to $16,443 during 2023. The decrease in franchise royalties and fees was primarily due to the closing of certain traditional franchise stores. There were 136 traditional units open on December 31, 2024, as compared to 160 units open on December 31, 2023.
Franchise partners rent buildings and equipment from Steak n Shake. The franchise royalties and fees generated by the traditional franchising business were $13,587 during 2025 as compared to $13,632 during 2024. The decrease in franchise royalties and fees was primarily due to the closing of certain traditional franchise stores.
General and administrative, marketing, other expenses, impairments, and depreciation and amortization are expressed as a percentage of total revenue. Net sales during 2024 were $159,213 as compared to $152,545 during 2023. Steak n Shake’s same-store sales increased 6.4% at its company-operated units.
General and administrative, marketing, other expenses, impairments, and depreciation and amortization are expressed as a percentage of total revenue. Net sales for 2025 were $181,884, representing an increase of $22,671, or 14.2% compared to 2024. The increase in net sales was primarily due to an increase of 10.5% in Steak n Shake’s same-store sales for company-operated units.
As of December 31, 2024, there were 173 franchise partner units as compared to 181 franchise partner units as of December 31, 2023. Included in the franchise partner fees were $22,884 and $22,687 of rental income during 2024 and 2023, respectively. Franchise partners rent buildings and equipment from Steak n Shake.
As of December 31, 2025, there were 179 franchise partner units as compared to 173 franchise partner units as of December 31, 2024. Franchise partner fees were higher primarily because franchise partner same-store sales increased 10.1% during 2025 compared to 2024. Included in the franchise partner fees were $23,428 and $22,884 of rental income during 2025 and 2024, respectively.
The cost of food at company-operated units in 2024 was $47,891, or 30.1% of net sales as compared to $44,993, or 29.5% of net sales in 2023. The increase was primarily due to cost inflation.
There were 122 traditional units open on December 31, 2025, as compared to 136 units open on December 31, 2024. The cost of food at company-operated units in 2025 was $56,205, or 30.9% of net sales as compared to $47,891, or 30.1% of net sales in 2024.
The decrease in net losses was primarily due to a decrease in accrued incentive fees. 20 Table of Contents Management’s Discussion and Analysis (continued) Financial Condition Our consolidated shareholders’ equity on December 31, 2024, was $572,961, a decrease of $26,369 as compared to the December 31, 2023 balance.
The increase in net losses was primarily due to an increase in professional fees. Financial Condition Our consolidated shareholders’ equity on December 31, 2025, was $523,429, a decrease of $49,532 as compared to the December 31, 2024, balance. The decrease in shareholders’ equity was primarily due to a net loss of $37,488 and a change in treasury stock of $13,566.
Earnings of operations are summarized below. 2024 2023 2022 Licensing and media revenue $ 1,029 $ 2,118 $ 4,577 Licensing and media cost 2,036 1,840 2,695 General and administrative expenses 173 267 122 Earnings (loss) before income taxes (1,180) 11 1,760 Income tax expense (296) 3 447 Contribution to net earnings $ (884) $ 8 $ 1,313 Licensing and media revenue decreased $1,089 in 2024 compared to 2023 primarily due to the poor performance of an important licensing arrangement. 19 Table of Contents Management’s Discussion and Analysis (continued) Investment Gains and Investment Partnership Gains Investment gains net of tax were $239 in 2024 as compared to $1,731 in 2023.
Earnings of operations are summarized below. 2025 2024 2023 Licensing and media revenue $ 7,717 $ 1,029 $ 2,118 Licensing and media cost 9,040 2,036 1,840 General and administrative expenses 598 173 267 Earnings (loss) before income taxes (1,921) (1,180) 11 Income tax expense (benefit) (479) (296) 3 Contribution to net earnings $ (1,442) $ (884) $ 8 Maxim’s revenue increased during 2025 as compared to 2024 due to a new venture in the digital contest business, which increased the loss for the year.
General and administrative expenses during 2024 were $47,130, or 18.7% of total revenue as compared to $44,120, or 17.6% of total revenue during 2023. The increase in general and administrative expenses was mainly attributable to Steak n Shake: higher legal fees ($700), fees related to its new prototype ($500), and contractual services ($900).
The increase in general and administrative expenses was mainly attributable to higher salary expenses at Steak n Shake. Marketing expenses during 2025 were $17,951 or 6.4% of total revenue, as compared to $12,584 or 5.0% of total revenue during 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to the promotion of new, enhanced products.
Southern Oil repaired several nonperforming wells throughout 2024. Southern Oil completed the drilling of a well during the second half of 2024, which accounted for the majority of the increased depletion costs. Brand Licensing Maxim’s business lies principally in licensing and media.
Southern Oil repaired several nonperforming wells throughout 2024, which increased production during 2025. However, the lower sales prices of crude oil during 2025 compared to 2024 resulted in a $1,909 decrease in revenue. 19 Table of Contents Management’s Discussion and Analysis (continued) Brand Licensing Maxim’s business lies principally in licensing and media.
The change was primarily attributable to a decrease of $15,511 in cash from our business operations and a $4,500 decrease in distributions from investment partnerships. Net cash used in investing activities was $21,308 higher during 2024 as compared to 2023.
The change was primarily attributable to $56,000 of distributions from the investment partnerships during 2025. Cash used in investing activities decreased during 2025 by $21,918 as compared to 2024 primarily due to an increase of $33,411 in sales of investments and redemptions of fixed maturity securities.
There was no balance on the line of credit on December 31, 2023. Our interest rate was 7.1% on December 31, 2024, and 8.1% on December 31, 2023, respectively. 21 Table of Contents Management’s Discussion and Analysis (continued) On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000.
On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit was terminated on September 29, 2025. Steak n Shake Note Payable On September 30, 2025, Steak n Shake obtained a loan of $225,000.
Restaurants Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 458 company-operated and franchise restaurants as of December 31, 2024.
The business segment data (Note 16 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion. 12 Table of Contents Management’s Discussion and Analysis (continued) Restaurants Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 435 company-operated and franchise restaurants as of December 31, 2025.
All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. As of December 31, 2024, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3% of the voting interest. Business Acquisitions During 2022, the Company purchased 90% of Abraxas Petroleum Corporation (“Abraxas Petroleum”) for $80,000.
All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.
The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. As of December 31, 2024, we were in compliance with all covenants. The balance of the line of credit was $10,000 on December 31, 2024.
The term of the loan is five years, with an interest rate fixed at 8.8% per annum, and the loan will be amortized at a rate of 3.0% per annum. The loan includes customary covenants as well as financial maintenance covenants and customary events of default. As of December 31, 2025, we were in compliance with all covenants.
Removed
During 2023, the Company acquired the remaining 10% of Abraxas Petroleum for $5,387. The Company’s financial results include the results of Abraxas Petroleum from the date of acquisition, September 14, 2022, to the end of the calendar year.
Added
The same-store sales performance was 10.2% for company-operated and franchise partner units combined.
Removed
Because we derive most of our revenue from our share of the profits, revenue will decline as we transition from company-operated units to franchise partner units. 13 Table of Contents Management’s Discussion and Analysis (continued) Fees generated by our franchise partners were $70,616 in 2024 as compared to $72,552 during 2023.
Added
Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to the benefit from higher sales in relation to fixed management labor. General and administrative expenses during 2025 were $48,969, or 17.4% of total revenue as compared to $47,130, or 18.7% of total revenue during 2024.
Removed
Our share of franchise partner fees was $1,936, or 2.7% lower during 2024 as compared to 2023 primarily because our franchise partners’ cost of food expenses were 1.3 percentage points higher during 2024 as compared to 2023. Our share of the increased cost of food expenses was $2,617.
Added
During 2024 and 2023, Abraxas Petroleum entered into similar royalty-based arrangements on its undeveloped properties. Southern Oil Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters.
Removed
Its underwriting gain declined $5,454, or 57.5% in 2024 as compared to 2023, reflecting significant increases in average claim severity, primarily due to significant cost inflation in physical damage claims. It is the nature of the insurance business to experience volatility in underwriting performance.
Added
However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Removed
During the third quarter of 2023, Abraxas Petroleum entered into a similar royalty-based arrangement on its undeveloped properties, which began producing in the third quarter of 2024. Abraxas Petroleum’s general and administrative expenses increased $953, or 34.5%, primarily because of estimated costs to plug, abandon, and reclaim wells in North Dakota.
Added
We believe that investment gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results. 20 Table of Contents Management’s Discussion and Analysis (continued) Interest Expense The Company’s interest expense is summarized below. 2025 2024 2023 Interest expense on notes payable and other borrowings $ (8,221) $ (771) $ (681) Tax benefit (2,055) (182) (150) Interest expense net of tax $ (6,166) $ (589) $ (531) The increase in interest expense is due to interest on Steak n Shake’s note payable obtained on September 30, 2025.
Removed
The costs relate to wells that Abraxas used prior to our acquisition of Abraxas Petroleum. 18 Table of Contents Management’s Discussion and Analysis (continued) Southern Oil Southern Oil primarily operates oil and natural gas properties offshore in Louisiana state waters.
Added
The outstanding balance on Steak n Shake’s note payable was $223,875 on December 31, 2025. The interest rate was 8.8% on December 31, 2025. The outstanding balance on Biglari Holdings’ lines of credit was $27,250 on December 31, 2025, compared to $45,000 on December 31, 2024. The interest rate was 6.7% on December 31, 2025.
Removed
Interest Expense The Company’s interest expense is summarized below. 2024 2023 2022 Interest expense on notes payable and other borrowings $ (771) $ (681) $ (399) Tax benefit (182) (150) (94) Interest expense net of tax $ (589) $ (531) $ (305) Income Taxes The consolidated income tax benefit was $4,395 in 2024 versus the tax expense of $9,308 in 2023.
Added
Cash provided by financing activities increased during 2025 by $157,049 as compared to 2024 primarily due to Steak n Shake’s note payable of $225,000 on September 30, 2025. During 2025, the Company had net payments on its revolving lines of credit of $17,750 compared to net borrowings of $45,000 during 2024.
Removed
Net losses for Corporate and other were $12,503 during 2024 and $17,814 during 2023.
Added
The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings. All of the debt is secured by real estate owned by Steak n Shake. Western Sizzlin Revolver Western Sizzlin’s available line of credit is $500.
Removed
The decrease in shareholders’ equity was primarily due to a net loss of $3,759 and a change in treasury stock of $22,256. Consolidated cash and investments are summarized below.
Removed
Liquidity Our balance sheet continues to maintain significant liquidity.
Removed
Capital expenditures by our oil and gas business increased $11,239 primarily due to the drilling of an oil well by Southern Oil, and purchases of limited partnership interests, which were $30,908 higher during 2024 as compared to 2023. The Company had net borrowings of $45,000 on its lines of credit in 2024 and had net repayments of $10,000 in 2023.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk 23 Item 8. Financial Statements and Supplementary Data 24 Consolidated Balance Sheets 28 Consolidated Statements of Earnings 29 Consolidated Statements of Comprehensive Income 30 Consolidated Statements of Cash Flows 31 Consolidated Statements of Changes in Shareholders’ Equity 32 Notes to Consolidated Financial Statements 33
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk 24 Item 8. Financial Statements and Supplementary Data 25 Consolidated Balance Sheets 29 Consolidated Statements of Earnings 30 Consolidated Statements of Comprehensive Income 31 Consolidated Statements of Cash Flows 32 Consolidated Statements of Changes in Shareholders’ Equity 33 Notes to Consolidated Financial Statements 34

Other BH 10-K year-over-year comparisons