BH-A · Biglari Holdings Inc.

This filing represents an administrative compliance action rather than a comprehensive business update. The explanatory note clarifies that the amendment's sole purpose is to include The Lion Fund II Financial Statements that were not available when the original Form 10-K was filed. The filing explicitly states it does not attempt to modify or update any other disclosures from the original filing, except as required to reflect the additional information about The Lion Fund II. This creates an analytical challenge for investors, as they must piece together information from multiple filings to understand the complete financial position of Biglari Holdings. The company's relationship with The Lion Fund II—while clearly material enough to require separate audited financial statements—is not elaborated upon in this amendment, leaving investors to reference the original Form 10-K for context about how this investment vehicle fits within the broader corporate structure and strategy.

The independent auditor's report includes standard language about management's responsibility to evaluate whether conditions or events raise substantial doubt about the fund's ability to continue as a going concern for one year after the financial statements are issued. While this is boilerplate language in auditor's reports, its inclusion alongside the significant negative returns warrants attention. The auditor's opinion states the financial statements present fairly the fund's financial position and results, but investors should note that the report covers only The Lion Fund II, not Biglari Holdings Inc. as a whole. The signatures and certifications included with this amendment are currently dated as of March 31, 2026, replacing any previously filed certifications from the original filing date.

Given the removal of specific performance metrics from the narrative, investors must rely on the audited financial statements themselves to assess The Lion Fund II's 2025 results. The amendment's limited scope means it provides no comparative context against prior periods or against the performance of Biglari Holdings' other operations. This filing serves primarily as a regulatory compliance document that makes previously omitted financial information available, rather than as an analytical update on the company's overall financial health or strategic direction.