UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November~~February 2128, ~~2025~~2026


BIGLARI HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)

Indiana

001-38477

82-3784946

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

19100 Ridgewood Parkway,	Suite 1200
San Antonio,	~~Texas~~TX	78259
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (210) 344-3400

~~Not Applicable~~ (Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A common stock BH.A New York Stock Exchange Class B common stock BH New York Stock Exchange Class A common stock BH.A NYSE Texas, ~~Inc.~~ Class B common stock BH NYSE Texas~~, Inc.~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 72.0102. ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

~~Affiliates~~On ofFebruary 28, 2026, Biglari Holdings ~~may~~Inc. ~~purchase additional shares of Class A and/or Class B common stock of~~ (the “Company.”) Atissued ~~September~~a ~~30,~~press ~~2025,~~release announcing the Company’s ~~book~~earnings ~~value~~for ~~per~~the ~~Class~~fourth Aquarter ~~equivalent~~and ~~share~~year ~~was~~ended $2December 31,~~244~~ 2025.~~26.~~ ~~(Book~~A ~~value~~copy ~~per~~of ~~Class~~the Bpress ~~equivalent~~release ~~share~~is ~~was~~furnished ~~$448.85.)~~with ~~The~~this ~~Company’s~~report ~~stock~~as ~~currently~~an ~~sells~~exhibit ~~at a discount~~ to ~~its~~this ~~per~~Form ~~share book value~~8-K.

~~Steak~~The ninformation ~~Shake~~in ~~Inc.~~this Current Report, aincluding ~~wholly~~the ~~owned~~exhibit ~~subsidiary~~attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~Company~~Securities Exchange Act of 1934, isas ~~currently~~amended ~~achieving~~(the ~~same-store~~“Exchange ~~sales~~Act”), ~~growth~~or otherwise subject to the liabilities of such section. The information in ~~excess~~this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of ~~15%~~1933, ~~for~~as ~~its~~amended, ~~U.S.~~or ~~operations~~the ~~(company-operated~~Exchange ~~and~~Act, ~~franchise~~regardless ~~partner-operated~~of ~~stores)~~any ~~for~~incorporation ~~its~~by ~~fourth~~reference ~~quarter~~language in any such filing, unless the Company expressly sets forth in such future filing that such information is to ~~date~~be considered “filed” or incorporated by reference therein.

Item 7.01. Regulation FD Disclosure.

The 2025 Annual Report to the shareholders has been posted on the Internet, where it can be accessed at www.biglariholdings.com. The report includes Sardar Biglari’s annual letter to shareholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release issued by the Company on February 28, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

November 21, 2025	BIGLARI HOLDINGS INC.
February 28, 2026	BIGLARI HOLDINGS INC.
	By:	/s/ Bruce Lewis
		Name:	Bruce Lewis
		Title:	Controller

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