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Biglari Holdings Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

BH$322.43-2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001628280-26-054841

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001628280-26-071730

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 81 previous paragraphs and 82 current paragraphs.

58 unchanged; 22 reworded; 2 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

Southern Oil’s revenue increased $565, or 18.2% during the third quarter of 2026 compared to 2025, primarily due to an increase in prices which increased revenues by 35%; the gain was offset by a decrease in production of 11%.

Current report

On January 16, 2026, we entered into an At the Market Offering Agreement with a third party providing for the sale of up to $500,000 in shares of our common stock. During the first nine months of 2026, the Company sold 10,936 shares of Class A Common Stock for $22,113 and 112,886 shares of Class B Common Stock for $44,424. We intend to use the net proceeds from these offerings to support our business and investment activities, and to build a stronger capital position at the holding company for the acquisition of businesses, the augmentation of our insurance subsidiaries’ capital, or for other general corporate purposes.
Removed paragraphs (1)

Previous report

Southern Oil’s revenue decreased $403, or 5.5% during the first six months of 2026 compared to 2025. The revenue decline was primarily due to reduced production during 2026 compared to 2025.
Reworded paragraphs (22)

Previous wording

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 428 company-operated and franchise restaurants as of June 30, 2026.

Current wording

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 426 company-operated and franchise restaurants as of September 30, 2026.

Previous wording

As of June 30, 2026, eight of the 126 company-operated Steak n Shake stores were closed. Of the eight locations, Steak n Shake plans to reopen two locations and sell or lease six locations.

Current wording

As of September 30, 2026, eight of the 123 company-operated Steak n Shake stores were closed. Of the eight locations, Steak n Shake plans to reopen two locations and sell or lease six locations.

Previous wording

Net sales for the second quarter and first six months of 2026 were $45,648 and $85,995, respectively, representing a decrease of $1,210 or 2.6% and $2,478 or 2.8%, compared to the second quarter and first six months of 2025, respectively. Total revenue decreased due to fewer company-operated units in 2026 compared to 2025. Steak n Shake’s domestic same-store sales increased 11.9% during the second quarter of 2026.

Current wording

Net sales for the third quarter and first nine months of 2026 were $47,045 and $133,040, respectively, representing a decrease of $417 or 0.9% and $2,895 or 2.1%, compared to the third quarter and first nine months of 2025, respectively. Total revenue decreased due to fewer company-operated units in 2026 compared to 2025. Steak n Shake’s domestic company-operated same-store sales increased 15.5% during the third quarter of 2026.

Previous wording

Fees generated by our franchise partners were $23,141 during the second quarter of 2026, as compared to $20,150 during the second quarter of 2025. Franchise partner fees were $43,682 and $37,289 during the first six months of 2026 and 2025, respectively. Franchise partner same-store sales increased 14.5%.

Current wording

Fees generated by our franchise partners were $24,095 during the third quarter of 2026, as compared to $19,166 during the third quarter of 2025. Franchise partner fees were $67,777 and $56,455 during the first nine months of 2026 and 2025, respectively. Franchise partner same-store sales increased 19.1%.

Previous wording

The franchise royalties and fees generated by the traditional franchising business were $3,350 during the second quarter of 2026, as compared to $3,128 during the second quarter of 2025. Franchise royalties and fees during the first six months of 2026 were $6,476 as compared to $6,617 during the first six months of 2025. There were 90 Steak n Shake traditional units open on June 30, 2026, as compared to 100 units open on June 30, 2025.

Current wording

The franchise royalties and fees generated by the traditional franchising business were $3,033 during the third quarter of 2026, as compared to $2,897 during the third quarter of 2025. Franchise royalties and fees during the first nine months of 2026 were $9,509 as compared to $9,514 during the first nine months of 2025. There were 88 Steak n Shake traditional units open on September 30, 2026, as compared to 96 units open on September 30, 2025.

Previous wording

The cost of food at company-operated units during the second quarter of 2026 was $15,203 or 33.3% of net sales, as compared to $14,167 or 30.2% of net sales during the second quarter of 2025. The cost of food at company-operated units during the first six months of 2026 was $27,868 or 32.4% of net sales, as compared to $26,631 or 30.1% of net sales during the first six months of 2025. The increase was primarily because of Steak n Shake materially enhancing the quality of its food ingredients.

Current wording

The cost of food at company-operated units during the third quarter of 2026 was $15,786 or 33.6% of net sales, as compared to $14,849 or 31.3% of net sales during the third quarter of 2025. The cost of food at company-operated units during the first nine months of 2026 was $43,654 or 32.8% of net sales, as compared to $41,480 or 30.5% of net sales during the first nine months of 2025. The increase was primarily because of Steak n Shake materially enhancing the quality of its food ingredients.

Previous wording

The labor costs at company-operated restaurants during the second quarter of 2026 were $13,749 or 30.1% of net sales, as compared to $14,020 or 29.9% of net sales in the second quarter of 2025. Labor costs at company-operated restaurants during the first six months of 2026 were $26,607 or 30.9% of net sales, as compared to $27,460 or 31.0% of net sales in 2025. Labor costs expressed as a percentage of net sales remained consistent with 2025.

Current wording

The labor costs at company-operated restaurants during the third quarter of 2026 were $13,779 or 29.3% of net sales, as compared to $14,573 or 30.7% of net sales in the third quarter of 2025. Labor costs at company-operated restaurants during the first nine months of 2026 were $40,386 or 30.4% of net sales, as compared to $42,033 or 30.9% of net sales in 2025. Labor costs expressed as a percentage of net sales remained consistent with 2025.

Previous wording

General and administrative expenses during the second quarter of 2026 were $12,348 or 16.5% of total revenue, as compared to $12,776 or 17.7% of total revenue in the second quarter of 2025. General and administrative expenses during the first six months of 2026 were $24,184 or 17.2% of total revenue, as compared to $24,704 or 18.1% of total revenue in the first six months of 2025. General and administrative expenses in 2026 remained consistent with 2025.

Current wording

General and administrative expenses during the third quarter of 2026 were $12,300 or 16.0% of total revenue, as compared to $12,129 or 16.9% of total revenue in the third quarter of 2025. General and administrative expenses during the first nine months of 2026 were $36,484 or 16.8% of total revenue, as compared to $36,833 or 17.7% of total revenue in the first nine months of 2025. General and administrative expenses in 2026 remained consistent with 2025.

Previous wording

The Company recorded no impairment charges in the second quarter and first six months of 2026 and recorded $1,251 in the first six months of 2025 related to underperforming stores.

Current wording

The Company recorded no impairment charges in the third quarter and first nine months of 2026 and recorded $1,251 in the first nine months of 2025 related to underperforming stores.

Previous wording

Interest on obligations under leases was $2,757 during 2026 versus $2,573 during 2025.

Current wording

Interest on obligations under leases was $4,187 during 2026 versus $4,081 during 2025.

Previous wording

First Guard produced an underwriting gain in the second quarter and first six months of 2026. Its underwriting gain decreased $474 in the second quarter of 2026 compared to 2025.

Current wording

First Guard produced an underwriting gain in the third quarter and first nine months of 2026. Its underwriting gain increased $934 in the third quarter of 2026 compared to 2025.

Previous wording

Southern Pioneer produced an underwriting gain in the first six months of 2026 of $2,255, representing an increase of $3,614 compared to 2025.

Current wording

Southern Pioneer produced an underwriting gain in the first nine months of 2026 of $3,612, representing an increase of $4,019 compared to 2025. The loss ratio decreases reflected the impact of lower claims frequencies and average severities.

Previous wording

Abraxas Petroleum’s revenue increased $3,371, or 33.5% during the first six months of 2026 compared to 2025, primarily due to an increase in prices.

Current wording

Abraxas Petroleum’s revenue increased $7,754, or 54.1% during the first nine months of 2026 compared to 2025, primarily due to an increase in prices.

Previous wording

During the first six months of 2026 and 2025, Abraxas Petroleum recorded a gain of $4,803 and $10,117, respectively, from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

Current wording

During the first nine months of 2026 and 2025, Abraxas Petroleum recorded a gain of $5,341 and $10,212, respectively, from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

Previous wording

Maxim’s revenue increased during the first half of 2026 as compared to the same period in 2025 primarily because of its digital contest business.

Current wording

Maxim’s revenue and expenses increased during the first nine months of 2026 as compared to the same period in 2025 primarily because of its digital contest business. The loss was primarily because of higher costs to increase the number of total contestants in various digital contests.

Previous wording

Investment gains net of tax for the second quarter of 2026 were $7,394 as compared to $2,318 for the second quarter of 2025. Investment gains net of tax for the first six months of 2026 were $5,997 as compared to $1,030 for the first six months of 2025. Dividends 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.

Current wording

Investment gains net of tax for the third quarter of 2026 were $439 as compared to $1,184 for the third quarter of 2025. Investment gains net of tax for the first nine months of 2026 were $6,436 as compared to $2,214 for the first nine months of 2025. Dividends 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.

Previous wording

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the second quarter and first six months of 2026 were $5,090 and $9,638, respectively, compared to $3,530 and $6,819 in the second quarter and first six months of 2025, respectively. The higher corporate expenses in 2026 were primarily due to increased legal-related costs.

Current wording

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the third quarter and first nine months of 2026 were $3,583 and $13,221, respectively, compared to $3,775 and $10,594 in the third quarter and first nine months of 2025, respectively. The higher corporate expenses in 2026 were primarily due to increased legal-related costs.

Previous wording

Income tax expense for the second quarter of 2026 was $11,693 compared to income tax expense of $14,171 for the second quarter of 2025. Income tax expense for the first six months of 2026 was $7,342 compared to income tax expense of $6,263 for the first six months of 2025. The change in income tax expense between 2026 and 2025 is attributable to taxes on income generated by the investment partnerships.

Current wording

Income tax expense for the third quarter of 2026 was $388 compared to income tax benefit of $2,261 for the third quarter of 2025. Income tax expense for the first nine months of 2026 was $7,730 compared to income tax expense of $4,002 for the first nine months of 2025. The change in income tax expense between 2026 and 2025 is attributable to taxes on income generated by the investment partnerships.

Previous wording

Cash provided by operating activities decreased by $22,662 as compared to 2025. The change was primarily attributable to lower returns on partnership investments during 2026.

Current wording

Cash provided by operating activities decreased by $50,700 as compared to 2025. Returns on partnership investments were less in 2026 than 2025.

Previous wording

Cash used in investing activities increased during 2026 by $211,205 as compared to 2025 primarily due to purchases of investments which were $222,793 higher in 2026.

Current wording

Cash used in investing activities increased during 2026 by $87,495 as compared to 2025 primarily due to higher purchases of investments which exceeded sales and maturities by $86,373.

Previous wording

Cash provided by financing activities increased during 2026 by $31,494 as compared to 2025. The Company had net payments on its line of credit and note payable of $8,688 offset by proceeds from the issuance of common stock of $14,920 compared to net payments on the Company’s line of credit of $26,000 in 2025.

Current wording

Cash provided by financing activities decreased during 2026 by $159,397 as compared to 2025. The Company had net payments on its line of credit and note payable of $32,313 offset by proceeds from the issuance of common stock of $66,537 compared to net proceeds on the Company’s line of credit and note payable of $193,000 in 2025.

Previous wording

Biglari Holdings’ line of credit is $35,000 and matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. As of June 30, 2026, we were in compliance with all covenants. The balance on the line of credit was $22,500 and $27,250 on June 30, 2026 and December 31, 2025, respectively.

Current wording

Biglari Holdings’ line of credit is $35,000 and matures on February 13, 2027. The line of credit includes customary covenants, as well as financial maintenance covenants. As of September 30, 2026, we were in compliance with all covenants. As of September 30, 2026, Biglari Holdings had no debt outstanding on its line of credit. The balance on the line of credit was $27,250 on December 31, 2025.