10-K/A

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, 2020

or

¨ 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.)

17802 IH 10 West,	Suite 400
San Antonio,	Texas	78257
(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

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  x 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

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, 2020 was approximately $88,264,442.

Number of shares of common stock outstanding as of February 22, 2021:

Class A common stock –	206,864
Class B common stock –	2,068,640

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

Page

PART IV

Item 15. Exhibits and Financial Statement Schedules	1
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, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021 (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.

ii

Table of Contents

Item 15. Exhibits and Financial Statement Schedules

INDEPENDENT AUDITORS’ REPORT

To the Partners of

The Lion Fund II, L.P.

San Antonio, Texas

We have audited the accompanying financial statements of The Lion Fund II, L.P., (a Delaware Limited Partnership) (the "Fund"), which comprise the statement of assets and liabilities, including the condensed schedule of investments, as of December 31, 2020 and 2019, and the related statements of operations, changes in partners’ capital, and cash flows for the years ended December 31, 2020, 2019 and 2018, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Fund’s preparation and fair presentation of the financial statements 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, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Lion Fund II, L.P., as of December 31, 2020 and 2019, and the results of its operations, changes in its partners’ capital, and its cash flows for the years ended December 31, 2020, 2019 and 2018, in accordance with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Indianapolis, Indiana

March 31, 2021

1

THE LION FUND II, L.P.
(A Delaware Limited Partnership)
STATEMENT OF ASSETS AND LIABILITIES
	December 31, 2020		December 31, 2019
ASSETS:
Investments in securities — at fair value	$	460,785,669	$	484,265,214
Cash and cash equivalents	105,877,306		244,508,174
Receivables	—		19,889,744
Advance distributions	—		10,000,000
Total assets	$	566,662,975	$	758,663,132
LIABILITIES:
Long-term debt	$	—	$	112,000,000
Investments sold short — at fair value	23,554,440		—
Derivatives — at fair value	1,807,518		2,226,670
Interest payable	—		370,215
Accounts payable	91,413		42,000
Total liabilities	$	25,453,371	$	114,638,885
PARTNERS’ CAPITAL	$	541,209,604	$	644,024,247
See notes to financial statements.

2

THE LION FUND II, L.P.
(A Delaware Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
	2020		2019		2018
INVESTMENT INCOME:
Dividends and interest	$	7,057,996	$	31,829,049	$	41,147,563
EXPENSES:
Professional fees	185,413		187,220		134,987
Interest expense	1,103,146		7,039,956		9,626,977
NET INVESTMENT INCOME	5,769,437		24,601,873		31,385,599
REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains from investments	11,123,194		185,900,988		27,874,223
Net change in unrealized appreciation - investments	(66,724,702)		(131,898,804)		(189,452,895)
NET INCREASE (DECREASE) IN PARTNERS'   CAPITAL RESULTING FROM OPERATIONS	$	(49,832,071)	$	78,604,057	$	(130,193,073)
See notes to financial statements.

3

THE LION FUND II, L.P.
(A Delaware Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
	General Partner		Limited Partners		Total
PARTNERS' CAPITAL - December 31, 2017	$	59,846,089	$	800,917,174	$	860,763,263
Capital contributions	—		39,040,000		39,040,000
Capital distributions	(1,745,000)		(68,885,000)		(70,630,000)
Net decrease from operations	(9,110,326)		(121,082,747)		(130,193,073)
PARTNERS' CAPITAL - December 31, 2018	$	48,990,763	$	649,989,427	$	698,980,190
Capital contributions	—		40,000,000		40,000,000
Capital distributions	(14,135,000)		(159,425,000)		(173,560,000)
Net increase from operations	4,611,853		73,992,204		78,604,057
PARTNERS' CAPITAL - December 31, 2019	$	39,467,616	$	604,556,631	$	644,024,247
Capital contributions	—		62,130,003		62,130,003
Capital distributions	(14,762,572)		(100,350,003)		(115,112,575)
Net decrease from operations	(6,156,302)		(43,675,769)		(49,832,071)
Performance fee	986,561		(986,561)		—
PARTNERS' CAPITAL - December 31, 2020	$	19,535,303	$	521,674,301	$	541,209,604
See notes to financial statements.

4

THE LION FUND II, L.P.
(A Delaware Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
	2020		2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase (decrease) in partners' capital resulting from operations	$	(49,832,071)	$	78,604,057	$	(130,193,073)
Adjustments to reconcile net increase (decrease) in partners' capital
resulting from operations to net cash provided by operating activities:
Net realized gains from investments	(11,123,194)		(185,900,988)		(27,874,223)
Net change in unrealized appreciation - investments	66,724,702		131,898,804		189,452,895
Proceeds from sale of investments	106,114,804		416,063,175		79,863,534
Purchases of investments in securities	(116,304,051)		(28,386,587)		(20,011,188)
Amortization of loan origination fees	—		327,181		751,076
Changes in due to broker	—		—		(328,261)
Changes in interest payable	(370,215)		(483,427)		211,456
Changes in receivables	19,889,744		(19,889,744)		—
Changes in accounts payable	49,413		(107,987)		67,987
Net cash provided by operating activities	15,149,132		392,124,484		91,940,203
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from partners	62,130,003		40,000,000		39,040,000
Distributions to partners	(103,910,003)		(183,560,000)		(70,630,000)
Payments of long-term debt	(112,000,000)		(88,000,000)		—
Net cash used in financing activities	(153,780,000)		(231,560,000)		(31,590,000)
NET INCREASE (DECREASE) IN CASH	(138,630,868)		160,564,484		60,350,203
CASH and CASH EQUIVALENTS - Beginning of year	244,508,174		83,943,690		23,593,487
CASH and CASH EQUIVALENTS - End of year	$	105,877,306	$	244,508,174	$	83,943,690
See notes to financial statements.

5

THE LION FUND II, L.P.
(A Delaware Limited Partnership)
CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2020:	Shares	Amount
INVESTMENTS IN COMMON STOCK AT FAIR VALUE:
United States:
Diversified:
Biglari Holdings Inc. Class A common stock (8.3%)	76,707	$	44,873,595
Biglari Holdings Inc. Class B common stock (16.8%)	816,360	90,779,232
Restaurant:
Cracker Barrel Old Country Store, Inc. (48.8%)	2,000,000	263,840,000
Financial:
Berkshire Hathaway Class A common stock (8.0%)	125	43,476,875
Other securities (3.3%)		17,815,967
TOTAL SECURITIES OWNED (cost $560,617,885) (85.1%)		$	460,785,669
As of December 31, 2020, The Lion Fund II, L.P. held $23,554,440 (4.4%) in short positions tied to its arbitrage operation.
Percentages shown are computed based on the classification value compared to partners' capital at December 31, 2020.
AS OF DECEMBER 31, 2019:	Shares	Amount
INVESTMENTS IN COMMON STOCK AT FAIR VALUE:
United States:
Diversified:
Biglari Holdings Inc. Class A common stock (6.8%)	72,621	$	43,572,600
Biglari Holdings Inc. Class B common stock (12.9%)	726,218	83,093,864
Restaurant:
Cracker Barrel Old Country Store, Inc. (47.7%)	2,000,000	307,480,000
Retail:
Tiffany & Co (7.8%)	375,000	50,118,750
TOTAL SECURITIES OWNED (cost $525,408,283) (75.2%)		$	484,265,214
Percentages shown are computed based on the classification value compared to partners' capital at December 31, 2019.
See notes to financial statements.

6

THE LION FUND II, L.P.

(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

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 to provide investors with a professionally managed fund with the objective of achieving above-average, long-term growth of capital. In meeting this objective, the Fund will seek to find investments that the General Partner believes offer exceptional value.

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.

Receivables — The Fund’s receivable balance as of December 31, 2019, consisted primarily of a note receivable from Fat Brands Inc. On March 10, 2020, Fat Brands Inc. repaid the loan in full.

As of December 31, 2019, the principal balance of the term loan with Fat Brands Inc. was $15,375,000. The Fund’s receivable balance as of December 31, 2019, also included a receivable of $3,500,000, accrued interest of $797,244 and a dividend receivable of $217,500. All of the December 31, 2019 receivable balances were paid in full during 2020.

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. 2019, 2018 and 2017 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, 2020 and 2019 represent cash held by the custodians of the Fund’s investments.

7

Advance Distributions – Advance distributions represent balances distributed as of year-end, which will be applied to partners’ capital as of the first of the following fiscal year. As of December 31, 2019, the Fund had advance distributions totaling $10,000,000.

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

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.

Long-Term Debt —As of December 31, 2019, the balance of long-term debt was $112,000,000. The Fund repaid the debt in full on March 18, 2020.

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 earned a performance reallocation of $986,561 during 2020. The General Partner did not earn a performance reallocation during 2019 and 2018.

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.

During 2020, the Fund purchased 5,770 shares of Biglari Holdings Class A common stock and 106,983 shares of Biglari Holdings Class B common stock. Also during 2020, the Fund distributed 1,684 shares of Biglari Holdings Class A common stock and 16,841 shares of Biglari Holdings Class B common stock to the General Partner. There were no purchases or distributions of Biglari Holdings common stock in 2019.

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.

8

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, 2020 and 2019, total securities were $460,785,669 and $484,265,214, respectively. As of December 31, 2020 and 2019, derivative balances were liabilities of $1,807,518 and $2,226,670 respectively. As of December 31, 2020, short positions were liabilities of $23,554,440. The securities, derivatives and short positions are classified as Level 1 inputs within the GAAP established hierarchy.

Level 2 securities in accordance with the GAAP established fair value hierarchy are based on observable inputs other than those included in Level 1. As of December 31, 2019, the receivable balance was $19,889,744. The receivables are classified as Level 2 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, 2021. During the first quarter of 2021, Biglari Holdings withdrew $132,275,078 from the Fund.

6.FINANCIAL HIGHLIGHTS

	2020		2019		2018
Total return before performance reallocation	(6.73)	%	11.99	%	(15.32)	%
Performance reallocation	(0.18)		0.00		0.00
Total return after performance reallocation	(6.91)	%	11.99	%	(15.32)	%

Supplemental Data

	2020		2019		2018
Annual gross partnership return	(7.92)	%	12.93	%	(14.23)	%
Annual net partnership return	(8.13)	%	11.84	%	(15.38)	%

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.

9

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.

	2020		2019		2018
Ratio to average partners' capital:
Expenses before performance reallocation	0.26	%	1.01	%	1.21	%
Performance reallocation	0.21		0.00		0.00
Expenses including performance reallocation	0.47	%	1.01	%	1.21	%
Net investment income	1.17	%	3.45	%	3.90	%

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.

10

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, 2021.

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, 2021.

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

11

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).

12

EX-31.01

Exhibit 31.01

CERTIFICATION PURSUANT TO RULE 13a-14(a)/l5d-l4(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I. Sardar Biglari, certify that

1.I have reviewed this Amendment No. 1 to the annual report on form 10-K/A of Biglari Holdings Inc.;

2.Based on my knowledge this report does not contain am untrue statement of a material fact or omit to stale a material fact necessary to make the statements made in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules I3a-15(f) and 15d-15(f)) for the registrant and have

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation or internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 31, 2021
	/s/ Sardar Biglari
	Sardar Biglari Chairman and Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATION PURSUANT TO RULE 13a-l4(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I. Bruce Lewis, certify that

1.l have reviewed this Amendment No. 1 to the annual report on form 10-K/A of Biglari Holdings Inc;

2.Based on my knowledge this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects lire financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over Financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes tit accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely lo adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal control over financial reporting.

Date: March 31, 2021
	/s/ Bruce Lewis
	Bruce Lewis Controller

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350.

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Annual Report of Biglari Holdings Inc (the “Company’ ) on Form 10-K/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U S C Sec 1350. as adopted pursuant to Sec 906 of the Sarbanes-Oxley Act of 2002, that

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sardar Biglari

Sardar Biglari
Chairman and Chief Executive Officer

March 31, 2021

/s/ Bruce Lewis

Bruce Lewis
Controller

March 31, 2021

EX-99.01

Exhibit 99.01

CONSENT OF THE LION FUND II, L.P.

Board of Directors

Biglari Holdings Inc.

17802 IH 10 West, Suite 400

San Antonio, TX 78257

Members of the Board:

We hereby consent to the use by Biglari Holdings Inc. of the audited financial statements of The Lion Fund II, L.P. as of and for the periods ended December 31, 2020, 2019 and 2018 appearing in the Form 10-K/A for the fiscal year ended December 31, 2020 filed by Biglari Holdings Inc. with the Securities and Exchange Commission and any amendment thereto.

The Lion Fund II, L.P.
By:	Biglari Capital Corp., its general partner
By:	/s/ Sardar Biglari
	Name: Sardar Biglari
	Title: Chairman and Chief Executive Officer
	March 31, 2021

XML

Cover - USD ($)

12 Months Ended

Dec. 31, 2020

Feb. 22, 2021

Jun. 30, 2020

Document Type

10-K/A

Document Annual Report

true

Document Period End Date

Dec. 31, 2020

Document Transition Report

false

Entity File Number

001-38477

Entity Registrant Name

BIGLARI HOLDINGS INC.

Entity Incorporation, State or Country Code

IN

Entity Tax Identification Number

82-3784946

Entity Address, Address Line One

17802 IH 10 West,

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

San Antonio,

Entity Address, State or Province

TX

Entity Address, Postal Zip Code

78257

City Area Code

210

Local Phone Number

344-3400

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Entity Shell Company

false

Entity Public Float

$ 88,264,442

Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

None

Entity Central Index Key

0001726173

Amendment Flag

false

Current Fiscal Year End Date

--12-31

Document Fiscal Period Focus

FY

Document Fiscal Year Focus

2020

Common Class A

Title of 12(b) Security

Class A Common Stock, no par value

Trading Symbol

BH.A

Security Exchange Name

NYSE

Entity Common Stock, Shares Outstanding

206,864

Common Class B

Title of 12(b) Security

Class B Common Stock, no par value

Trading Symbol

BH

Security Exchange Name

NYSE

Entity Common Stock, Shares Outstanding

2,068,640