bh-20251006
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): October 6, 2025
| 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 | 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 | ||||||
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 1.01. Entry into a Material Definitive Agreement
On September 30, 2025, Steak n Shake Inc., a subsidiary of Biglari Holdings, obtained a loan of $225,000,000. Proceeds from the loan were distributed to Biglari Holdings. The term of the loan is five years, with an interest rate fixed at 8.80% per annum, and the loan will be amortized at a rate of 3.0% per annum. The debt is an obligation of Steak n Shake. The above description of the loan agreement is a summary and is qualified in its entirety by reference to the terms of the loan agreement, which will be filed as an exhibit to Biglari Holdings’ quarterly report on Form 10-Q for the quarter ended September 30, 2025.
Also on September 30, 2025, Biglari Holdings terminated a line of credit of $75,000,000.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
| October 6, 2025 | BIGLARI HOLDINGS INC. | ||||||||||
| By: | /s/ Bruce Lewis | ||||||||||
| Name: | Bruce Lewis | ||||||||||
| Title: | Controller | ||||||||||