Biglari Holdings (BHA) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 8, 2026, to elect directors and ratify Deloitte & Touche LLP as auditor.

• Only Class A common stockholders as of February 26, 2026, may vote; each share has one vote.

• Sardar Biglari holds approximately 73.1% of voting power, centralizing control and decision-making.

• Proxy materials and annual report are available online; shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors and ratifying Deloitte & Touche LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 5, 2026, following SEC and by-law requirements.

• Board recommends voting FOR all director nominees and auditor ratification.

Board of directors and corporate governance

• Board consists of five members, three of whom are independent per NYSE standards.

• No lead independent director; Sardar Biglari serves as both Chairman and CEO.

• Board held five meetings in 2025; all directors attended all meetings.

• Audit and Compensation Committees are composed of independent directors; no governance and nominating committee.

• Corporate Governance Guidelines and Code of Conduct are available on the company website.