Biglari Holdings Inc.-B 2025年度报告

BIGLARI HOLDINGS INC. Title of each class Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Large acceleratedfilerAccelerated filerNon-acceleratedfilerSmaller reporting companyEmerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025,was approximately $267,698,652. Number of shares of common stock outstanding as of February26, 2026:Class A common stock –Class B common stock – 211,1762,083,140 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement to be filed for its 2026 Annual Meeting of Shareholders are incorporated byreference into Part III of this Form 10-K. Part I Item 1.Business Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including propertyand casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. The Company’s largest operatingsubsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operatingdecisions for the various business units are made by their respective managers. All major investment and capital allocation decisions Restaurant Operations The Company’s restaurant operations are conducted through two subsidiaries: Steak n Shake Inc. (“Steak n Shake”) and WesternSizzlin Corporation (“Western Sizzlin”) for a combined 435 units. As of December31, 2025, Steak n Shake had 131 company-operated restaurants, 179 franchise partner units, and 94 traditional franchise units. Western Sizzlin had 3 company-operated 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 otherclassic American menu items. Western Sizzlin also operates two other concepts: Great American Steak & Buffet, and Wood Grill Company-Operated RestaurantsA 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 Franchise Partner RestaurantsSteak 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. 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 entrepreneurialattitude and ability, but they become franchise partners based on achievement. Each must meet the gold standard in service. Franchise Traditional Franchise RestaurantsRestaurant operations’ traditio