bh-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


x						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


¨						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-38477

BIGLARI HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Indiana						82-3784946
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)


19100 Ridgewood Parkway,	Suite 1200
San Antonio,	Texas	78259
(Address of principal executive offices)		(Zip Code)

(210) 344-3400

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, no par value	BH.A	New York Stock Exchange
Class B Common Stock, no par value	BH	New York Stock Exchange
Class A Common Stock, no par value	BH.A	NYSE Texas, Inc.
Class B Common Stock, no par value	BH	NYSE Texas, Inc.

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 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-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ¨ No x

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 February 26, 2026:


Class A common stock –			211,176
Class B common stock –			2,083,140

DOCUMENTS INCORPORATED BY REFERENCE

None

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PART IV


Item 15. Exhibits and Financial Statement Schedules			1
Independent Auditor’s Report (PCAOB ID No 34)
Signatures			11
Index to Exhibits			12

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Biglari Holdings Inc. (“Biglari Holdings”, “we”, “us”, “our”, the “Company” or the “Corporation”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 (the “Original Filing”), to include separate audited financial statements of The Lion Fund II, L.P. (the “Lion Fund II”) pursuant to Rule 3-09 of Regulation S-X (“Rule 3-09”) in Part IV, Item 15. The audited financial statements of the Lion Fund II (the “Lion Fund II Financial Statements”) were not available at the time of the Original Filing. In accordance with Rule 3-09(b)(2), the Lion Fund II Financial Statements are being filed as an amendment to the Original Filing within 90 days after the end of the Lion Fund II’s fiscal year.

In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain currently dated certifications. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications.

This Form 10-K/A does not attempt to modify or update any other disclosures set forth in the Original Filing, except as required to reflect the additional information included in Part IV, Item 15 of this Form 10-K/A. Additionally, this Form 10-K/A, except for the additional information included in Part IV, speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent to the date of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the Original Filing.

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Item 15. Exhibits and Financial Statement Schedules

INDEPENDENT AUDITOR’S REPORT

To the Partners of The Lion Fund II, L.P.

Opinion

We have audited the financial statements of The Lion Fund II, L.P. (the "Fund"), which comprise the statement of assets and liabilities, including the condensed schedule of investments, as of December 31, 2025 and 2024, and the related statements of operations, changes in partners' capital, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the financial statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund's ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ DELOITTE & TOUCHE LLP

Austin, Texas

March 31, 2026

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THE LION FUND II, L.P.
(A Delaware Limited Partnership)

STATEMENT OF ASSETS AND LIABILITIES


	December 31, 2025		December 31, 2024
ASSETS:
Investments in securities — at fair value	$	291,142,022	$	366,541,274
Cash and cash equivalents	1,909,088		1,088,624
Total assets	$	293,051,110	$	367,629,898

LIABILITIES:
Due to broker	$	163,703,116	$	187,986,764
Accrued interest	98,677		140,597
Accounts payable	98,327		75,051
Total liabilities	$	163,900,120	$	188,202,412

PARTNERS’ CAPITAL	$	129,150,990	$	179,427,486

See notes to financial statements.

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THE LION FUND II, L.P.
(A Delaware Limited Partnership)

STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

	2025		2024		2023
INVESTMENT INCOME:	$	2,982,917	$	8,001,436	$	12,279,938

EXPENSES:
Professional fees	88,135		80,961		91,250
Interest expense	9,468,074		11,265,205		9,929,151
Other expense	12,353		11,866		925

NET INVESTMENT INCOME	(6,585,645)		(3,356,596)		2,258,612

REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) from investments	(57,021,587)		3,442,387		479,975
Loss on capital distribution	—		(376,664)		—
Net change in unrealized appreciation - investments	170,195		(25,487,899)		18,396,673

NET INCREASE (DECREASE) IN PARTNERS’ CAPITAL RESULTING FROM OPERATIONS	$	(63,437,037)	$	(25,778,772)	$	21,135,260

See notes to financial statements.

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THE LION FUND II, L.P.
(A Delaware Limited Partnership)

STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

	General Partner		Limited Partners		Total
PARTNERS’ CAPITAL - December 31, 2022	$	15,067,225	$	147,918,170	$	162,985,395
Capital contributions	—		41,530,000		41,530,000
Capital distributions	(1,000,000)		(36,372,500)		(37,372,500)
Net increase from operations	2,087,359		19,047,901		21,135,260
PARTNERS’ CAPITAL - December 31, 2023	$	16,154,584	$	172,123,571	$	188,278,155
Capital contributions	—		50,734,000		50,734,000
Capital distributions	(1,947,009)		(31,858,888)		(33,805,897)
Net decrease from operations	(2,180,603)		(23,598,169)		(25,778,772)
PARTNERS’ CAPITAL - December 31, 2024	$	12,026,972	$	167,400,514	$	179,427,486
Capital contributions	—		109,885,000		109,885,000
Capital distributions	(3,040,064)		(93,684,395)		(96,724,459)
Net decrease from operations	(4,284,674)		(59,152,363)		(63,437,037)
PARTNERS’ CAPITAL - December 31, 2025	$	4,702,234	$	124,448,756	$	129,150,990

See notes to financial statements.

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THE LION FUND II, L.P.
(A Delaware Limited Partnership)

STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023

	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in partners’ capital resulting from operations	$	(63,437,037)	$	(25,778,772)	$	21,135,260
Adjustments to reconcile net increase (decrease) in partners’ capital resulting from operations to net cash used in operating activities:
Net realized (gains) losses from investments	57,021,587		(3,442,387)		(479,975)
Net change in unrealized appreciation - investments	(170,195)		25,487,899		(18,396,673)
Proceeds from sale of investments	82,350,356		13,769,653		15,821,639
Purchases of investments in securities	(63,802,496)		(52,054,139)		(60,595,703)
Loss on capital distribution	—		376,664		—
Changes in due to broker	(24,283,648)		3,253,245		17,085,653
Changes in interest payable	(41,920)		(25,863)		30,792
Change in accrued dividends	—		36,459		(22,092)
Changes in accounts payable	23,276		(23,039)		34,590
Net cash used in operating activities	(12,340,077)		(38,400,280)		(25,386,509)

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from partners	70,335,000		50,734,000		41,530,000
Distributions to partners	(57,174,459)		(11,947,009)		(15,500,000)
Net cash provided by financing activities	13,160,541		38,786,991		26,030,000

NET INCREASE IN CASH	820,464		386,711		643,491

CASH and CASH EQUIVALENTS - Beginning of year	1,088,624		701,913		58,422

CASH and CASH EQUIVALENTS - End of year	$	1,909,088	$	1,088,624	$	701,913

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	9,509,994	$	11,291,068	$	9,929,151
Non-Cash Investing and Financing Activities
Contributions from partners	$	39,550,000	$	—	$	—
Distributions to partners	$	39,550,000	$	21,858,888	$	21,872,500

See notes to financial statements.

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THE LION FUND II, L.P.
(A Delaware Limited Partnership)

CONDENSED SCHEDULE OF INVESTMENTS


AS OF DECEMBER 31, 2025:	Shares	Amount

INVESTMENTS IN COMMON STOCK AT FAIR VALUE:
United States:
Restaurant:
Cracker Barrel Old Country Store, Inc.	585,000	$	14,859,000
El Pollo Loco	4,000,000	41,840,000
Jack in the Box Inc.	1,140,952	21,621,040
Consumer products		4,601,287
Other securities		16,173,497
International:
Consumer products:
Ferrari N.V.	490,300	182,455,908
Other		9,591,290

TOTAL SECURITIES OWNED (cost $312,596,951)		$	291,142,022


AS OF DECEMBER 31, 2024:	Shares	Amount

INVESTMENTS IN COMMON STOCK AT FAIR VALUE:
United States:
Restaurant:
Cracker Barrel Old Country Store, Inc.	2,000,000	$	105,720,000
El Pollo Loco	4,000,000	46,160,000
Jack in the Box Inc.	531,183	22,118,460
Consumer products		10,151,440
Other securities		11,255,672
International:
Consumer products:
Ferrari N.V.	401,500	171,135,702

TOTAL SECURITIES OWNED (cost $388,166,396)		$	366,541,274

See notes to financial statements.

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THE LION FUND II, L.P.

(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Lion Fund II, L.P. (the “Fund”) is an investment fund organized as a limited partnership under the laws of the State of Delaware. The Fund is managed by Biglari Capital Corp. (the “General Partner”). The Fund commenced operations in July 2013 with the objective of achieving above-average, long-term growth of capital.

Basis of Accounting — The accompanying financial statements of the Fund have been presented on the accrual basis of accounting, in accordance with generally accepted accounting principles (“GAAP”). The Fund is an investment company and therefore complies with accounting and reporting guidance presented in Accounting Standards Codification 946, Financial Services – Investment Companies.

Investments in Securities — Security transactions are accounted for on the date the securities are purchased or sold (trade date). Gains or losses from sales of investments are computed on the specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

Exchange-listed securities are valued at the last sale price on the principal exchange on which they are traded.

Income Taxes — In accordance with federal income tax regulations, no income taxes are levied on a partnership, but rather on the individual partners. Consequently, no provision or liability for federal income taxes has been reflected in the accompanying financial statements.

There were neither liabilities nor deferred tax assets relating to uncertain income tax positions taken or expected to be taken on the tax returns. The Fund has reviewed open tax years and has concluded that there is no significant tax liability resulting from uncertain tax provisions. 2024, 2023 and 2022 remain open for both federal and state jurisdictions.

Cash and Cash Equivalents — Any highly liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents. The cash and cash equivalent balances as of December 31, 2025 and 2024 represent cash held by the custodians of the Fund’s investments.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

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Allocation of Net Increase (Decrease) from Operations — The Fund’s income and losses, including unrealized gains or losses and realized gains or losses from the sale of investments, are allocated to the partners in proportion to their respective capital accounts as of the end of each month.

Due to Broker — Due to broker represents margin debt balances. The balance was $163,703,116 and $187,986,764 on December 31, 2025 and 2024, respectively. Our interest rate was 4.56% on December 31, 2025.

2.CONCENTRATIONS OF CREDIT RISK

The Fund does not clear its own securities transactions. It has established accounts with financial institutions for this purpose. This can, and often does, result in concentration of credit risk with one or more of these firms. Such risk, however, is mitigated by the obligation of U.S. financial institutions to comply with rules and regulations governing broker/dealers and futures commission merchants. These rules and regulations generally require maintenance of net capital, as defined, and segregation of customers’ funds and securities from holdings of the firm.

3.RELATED-PARTY TRANSACTIONS

The General Partner is entitled to receive a performance reallocation of 25% of the increase in net assets annually. This reallocation is subject to a 6% performance hurdle rate that the Fund’s performance must exceed in order for the General Partner to be entitled to such reallocation. Additionally, this reallocation is subject to a high-water mark provision. The General Partner did not earn a performance reallocation during 2025, 2024 or 2023.

Sardar Biglari is the Chairman, Chief Executive Officer and sole owner of the General Partner. Mr. Biglari is also the Chairman and Chief Executive Officer of Biglari Holdings Inc. (“Biglari Holdings”). Biglari Holdings is a limited partner in the Fund and is subject to a performance reallocation.

The General Partner of the Fund also serves as the General Partner of The Lion Fund, L.P. The Lion Fund, L.P. is a limited partner in the Fund and is not subject to a performance reallocation.

4.FAIR VALUE MEASUREMENTS

Exchange-listed securities are valued at the last sale price on the principal exchange on which they are traded.

Level 1 securities in accordance with the GAAP established fair value hierarchy are based on unadjusted quoted prices in active markets for identical assets and liabilities. As of December 31, 2025 and 2024, total securities were $291,142,022 and $366,541,274, respectively. The securities are classified as Level 1 inputs within the GAAP established hierarchy.

5.SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition or disclosure through the time of issuance of these financial statements on March 31, 2026.

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6.FINANCIAL HIGHLIGHTS


	2025		2024		2023

Total return before performance reallocation	(35.75)	%	(13.59)	%	12.67	%
Performance reallocation	0.00		0.00		0.00
Total return after performance reallocation	(35.75)	%	(13.59)	%	12.67	%

Supplemental Data


	2025		2024		2023

Annual gross partnership return	(30.02)	%	(7.16)	%	19.01	%
Annual net partnership return	(35.36)	%	(12.80)	%	12.89	%

Total return for limited partners is calculated for the limited partners as a whole and is measured by dividing the increase or decrease in net assets, net of the expenses and performance reallocation to the General Partner, into the weighted average limited partners’ capital measured at the end of each month. An individual limited partner’s return may vary from these returns based on the timing of capital transactions.

Gross partnership return is calculated for the Fund as a whole and is measured by dividing the total increase or decrease in net assets, before expenses, into the weighted average partners’ capital measured at the end of each month. The net partnership return is calculated in similar fashion, after expenses.


	2025		2024		2023
Ratio to average partners’ capital:
Expenses before performance reallocation	5.61	%	5.94	%	5.01	%
Performance reallocation	0.00		0.00		0.00
Expenses including performance reallocation	5.61	%	5.94	%	5.01	%

Net investment income	(3.86)	%	(1.77)	%	1.13	%

Average partners’ capital is determined using the Fund’s partners’ capital measured at the end of each month. The performance reallocation to the General Partner is not included in the net investment income ratio.

Expenses include accounting fees, interest and other expenses. Net investment income is computed as investment income from dividends and interest less expenses.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2026.

BIGLARI HOLDINGS INC.

By:

/s/ Bruce Lewis

Bruce Lewis
Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 31, 2026.



Signature						Title

/s/ SARDAR BIGLARI						Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Sardar Biglari

/s/ BRUCE LEWIS						Controller (Principal Financial and Accounting Officer)
Bruce Lewis

/s/ JOHN G. CARDWELL						Director
John G. Cardwell

/s/ PHILIP COOLEY						Director – Vice Chairman
Philip Cooley

/s/ KENNETH R. COOPER						Director
Kenneth R. Cooper

/s/ RUTH J. PERSON						Director
Ruth J. Person

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INDEX TO EXHIBITS


Exhibit Number						Description
31.01						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.02						Rule 13a-14(a)/15d-14(a) Certification of Controller
32.01						Section 1350 Certifications
99.01						Consent of The Lion Fund II, L.P.
104						Cover page Interactive Data File (embedded within the Inline XBRL document)

The Lion Fund II Financial Statements are filed under Item 15(c).

Amendment: SEC Form 10-K/A filed by Biglari Holdings Inc.