Biglari Holdings Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Item 6. [Reserved]
(dollars in thousands, except per-share data)
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.
Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.
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. 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 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.
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. 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 16 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion.
Restaurants
Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 435 company-operated and franchise restaurants as of December 31, 2025.
| Steak n Shake · Western Sizzlin | ||||||
|---|---|---|---|---|---|---|
| Company-operated | FranchisePartner | TraditionalFranchise | 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. Of the seven locations, Steak n Shake plans to reopen two locations and sell or lease five locations.
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.
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. The same-store sales performance was 10.2% for company-operated and franchise partner units combined.
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.
Fees generated by our franchise partners were $77,001 in 2025 as compared to $70,616 during 2024. 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. 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. 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 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. 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. 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.
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 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. Figures are shown for information purposes only.
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. Biglari Holdings’ insurance operations consist of First Guard, Southern Pioneer, and Biglari Reinsurance.
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. Commissions are in other income and expenses in the above table.
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. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. 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.
Southern Pioneer
Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire 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. The loss ratio increased from higher claims frequencies, average claims severities, and adverse development of prior accident years’ claims.
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. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
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. 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. It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.
Abraxas Petroleum
Abraxas Petroleum operates oil and natural gas properties in the Permian Basin. 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. 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. 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. 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. 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.
Brand Licensing
Maxim’s business lies principally in licensing and media. 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.
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. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
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. Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.
The investment partnerships hold the Company’s common stock as investments. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial 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. We believe that investment gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results.
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. 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.
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. 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. The increase in net losses was primarily due to an increase in professional fees.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.