Biglari Capital Corp.: investment adviser

As of December 31, 2025, the Adviser managed approximately $1 billion in regulatory assets under management – all on a discretionary basis. The information provided about Biglari Capital in this brochure is qualified in its entirety by reference to the Funds’ offering materials.

The loss of service to the Funds of Mr. Biglari could have a material adverse effect on the success of the Funds. The Adviser seeks to focus on a strategy centered on returns, not on asset allocation. The Adviser seeks not to possess an immovable capital allocation mindset. Because the Adviser seeks to be flexible, it often evaluates multiple scenarios in order to achieve its objective. Investing involves the risk of loss that an investor in a Fund should be prepared to bear. The strategies and operations involve a variety of material risks, including, but not limited to, the following: Risk of Loss. The investment program of each Fund entails substantial risks that each client should be prepared to bear. There can be no assurance that the investment objectives of the Funds will be achieved and that investors will not incur losses,

including the potential for loss of an investor’s entire investment. Prospective investors should carefully consider the risk factors discussed in the offering materials of the applicable Fund. Control Investments. Control investments are ones in which the Fund owns a sizable block of stock; namely, the Fund becomes a dominant shareholder. There could be instances when the Funds will be restricted from transacting in or redeeming a particular investment as a result of the size of their investments, the Adviser’s possession of material non-public information or the Adviser’s control investment strategy. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the Advisor and/or service providers could cause significant losses to the Adviser or the Funds. The Adviser has controls and procedures through which it seeks to minimize the risk of misconduct occurring. However, no assurance can be given that the Adviser will be able to identity or prevent fraud or other misconduct. Trading in Securities and Other Investments That Are Illiquid. The Funds are permitted to invest in restricted or non-publicly traded securities and securities listed on non-U.S. exchanges. These investments could impede or prevent the Funds from promptly liquidating positions due to the limitations of Rule 144 or otherwise, and could subject the Funds to substantial losses. Valuation Risk. The valuation of the Funds’ investments involves uncertainties and subjective determinations. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values could differ from values that would have been determined had a ready market existed for such securities and could differ from the prices at which such securities are ultimately sold. As the Adviser determines in its discretion the value of Fund assets, conflicts of interest could arise in making valuation determinations given the potential impact of such valuations on a Fund’s performance, particularly as the Funds pay performance-based fees. There can be no assurance that the Funds will be able to realize their investments at prices that are commensurate with the value at which such investments have been carried on the Funds’ books.

Highly Volatile Markets. The prices of financial and derivative instruments in which the Funds potentially invest can be highly volatile. Price movements of equity, debt and other securities and instruments in which the Funds’ assets are invested are influenced by, among other things, interest rates, changing supply and demand relationships, and policies of governments including trade, fiscal, monetary and exchange control programs. War, political or economic crisis or other events could occur which can be highly disruptive to the markets. In addition, governments from time to time intervene in markets directly and by regulation. The Funds are subject to the risk of the failure of any exchanges on which their positions trade or of their clearinghouse. Natural Disasters and Geopolitical Events. The effects of natural disasters, military action or similar events on global and domestic economies and securities markets cannot be predicted but could adversely affect interest rates, ratings, credit risk, inflation and other factors relating to the Funds’ investments. Disease and Epidemics. The impact of disease and epidemics could have a negative impact on the Funds. Coronavirus, renewed outbreaks of other epidemics or the outbreak of new epidemics could result in health or other government authorities requiring the closure of offices or other businesses, or the quarantine of personnel, and could also result in a general economic decline. Travel restrictions, disruption in supply and delivery chains, or operational issues resulting from the rapid spread of contagious illnesses could have a material adverse effect on the Funds and their investments. A resulting negative impact on economic fundamentals and consumer confidence could negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity, all of which could have an adverse effect on the Funds. Cyber Security Breaches and Identity Theft. The Adviser and the Funds generally rely on information technology systems of third-party service providers. Their information and technology systems could become vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors or malfeasance by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and

earthquakes. A disruption in any of these systems or the failure of any of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect the Funds’ investment results. Trading on Non-U.S. Exchanges. The Funds are permitted to engage in trading on foreign exchanges and other markets located outside of the United States. NonU.S. exchanges generally are less regulated than U.S. exchanges, and trading on non-U.S. exchanges could involve some risks that are not applicable to trading on U.S. exchanges, such as lack of investor protection regulation, possible governmental intervention in the market, risks associated with relatively new markets and exchange-rate exposure. Leverage and Financing Risk. The Funds are permitted to pledge their securities in order to borrow additional funds for investment purposes. The Funds are permitted to also utilize options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings that a Fund can have outstanding at any time could be substantial in relation to its capital. Accordingly, any event which adversely affects the value of an investment by a Fund would be magnified to the extent the Fund is leveraged. The cumulative effect of the use of leverage by a Fund in a market that moves adversely to the Fund’s investments could result in a substantial loss to the Fund that would be greater than if the Fund were not leveraged. Certain Derivative Investments. A Fund is permitted to buy or sell (write) both call options and put options, and when they write options, it is possible they do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is “covered” when the writer has an open short position in securities of the relevant class and amount. A Fund’s option transactions could be part of an arbitrage strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which a Fund has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial. Swaps and some types of options and other bespoke financial instruments are subject to the risk of non-performance by the counterparty to those financial instruments, including risks relating to the creditworthiness of the counterparty, market risk, liquidity risk and operations risk.

Short Selling. Short selling involves selling securities that are not owned by the short seller and delivering borrowed securities to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent the decline exceeds the transaction costs and the costs of borrowing the securities. In some cases, a short sale creates the risk of a theoretical unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Fund of buying those securities to cover the short position. There can be no assurance that a Fund will be able to maintain the ability to borrow securities sold short. Forward Trading. A Fund is permitted to engage in forward trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward trading (to the extent forward contracts are not traded on exchanges) and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. Disruptions can occur in any market traded by a Fund due to unusually high trading volume, political intervention or other factors. In connection with its possible trading in non-U.S. currency forward contracts, a Fund could contract with a non-U.S. or domestic bank to make or take future delivery of a specified lot of a particular currency for the Fund’s account. Banks and futures commission merchants with which a Fund is permitted to maintain accounts could require it to deposit margin with respect to this type of trading. Banks are not required to continue to make markets in these contracts. Arrangements to trade forward contracts could be made with only one or a few banks, and liquidity problems therefore might be greater than if these types of arrangements were made with numerous banks. The imposition of credit controls by governmental authorities might limit forward trading to less than that which the Adviser would otherwise recommend, to the possible detriment of a Fund. With respect to its trading of forward contracts with banks, if any, a Fund will be subject to the risk of bank failure and the inability of, or refusal by, a bank to perform with respect to these types of

forward contracts. Any default would deprive a Fund of any profit potential or force it to cover its commitments for resale, if any, at the current market price, and could result in a loss to the Fund. The regulatory and tax environment for derivative instruments in which a Fund participates is evolving, and changes in the regulation or taxation of these instruments could materially adversely affect their value and the ability of the Fund to pursue their investment strategies. Repurchase and Reverse Repurchase Agreements. The Funds are permitted to enter into repurchase and reverse repurchase agreements. The use of repurchase and reverse repurchase agreements by a Fund involves certain risks and costs. For example, a Fund could suffer a loss to the extent it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to. Limited Partner Advisory Committees. Although the advisory committee of each Fund is intended to act as the representative of the investors in that Fund, the advisory committee may not have the same interests as all investors. The advisory committee members generally do not owe a fiduciary obligation to the Fund or their investors. Litigation and Regulatory Investigations. Some of the tactics that the Adviser uses could involve litigation. Either Fund could be a party to lawsuits either initiated by it, by a company in which such Fund invests, by other shareholders, or by state and federal governmental bodies. There can be no assurance that any litigation, once begun, would be resolved in favor of the Funds, and there is a risk of monetary damages and equitable relief against the Funds. In addition, the Adviser is subject from time to time (and especially in the context of a proxy contest), to formal or informal investigations or inquiries by the SEC and other governmental and selfregulatory organizations in connection with its activities. Litigation and regulatory investigations could involve significant expenses to the Funds. Any litigation in which a Fund or a target company is involved could be expensive, and therefore adversely affect such Fund’s performance.

SEC Regulation. Changes in law or regulations could adversely affect the value of investments held (directly or indirectly) by the Funds, affect the ability of the Funds to pursue their respective investment strategies, restrict the Adviser’s ability to operate as it has in the past, and increase the amount of fees or expenses borne by the Funds. Accuracy of Third-Party Information. The Adviser has selected, and may in the future select, investments for the Fund, in part, on the basis of information and the date made available directly or indirectly by third parties. The Adviser may not be in a position to confirm the completeness, genuineness or accuracy of such information and date, and in some cases, complete and accurate information may not be available. Conflicts Related to the Provisions of Certain Information. The governing documents of the Funds generally permit the Adviser to withhold information from certain investors in such Funds in certain circumstances. The Adviser will also from time to time elect to withhold certain information for reasons relating to overall business strategy, despite the potential benefits to limited partners of receiving such information. Additionally, due in part to the fact that actual and/or potential investors in a Fund often ask different questions and request different information, the Adviser has in the past and expects in the future to provide certain information to one or more actual and/or prospective investors that is not necessarily provided to all prospective investors or limited partners in a Fund.

Biglari, could be in conflict. For example, Biglari Holdings has made a significant capital contribution to and is the largest investor in the Funds. Any withdrawal from a Fund by Biglari Holdings could have an adverse effect on such Fund by decreasing the asset base of such Fund and disrupting its portfolio. The best interests of Biglari Holdings and the Funds could at times be in conflict because of various regulatory issues related to Biglari Holdings and the Funds. Additionally, it is possible certain investments are appropriate for Biglari Holdings as well as the Funds. Mr. Biglari will allocate such investments at his discretion in accordance with his fiduciary obligations to Biglari Holdings and the Funds. Mr. Biglari is subject to Biglari Holdings’ Code of Ethics and insider trading policy, which could restrict Mr. Biglari from causing the Funds to buy or sell certain securities that they would otherwise be able to trade. The interests of Biglari Holdings, at times, could differ from the interests of the Funds’ other investors. Whenever votes of the Funds’ investors are required, Mr. Biglari will control the Biglari Holdings vote (which currently represents a majority of the Funds’ investors’ votes). Mr. Biglari controls the Funds in his capacity as the Principal, Chairman, Chief Executive Officer and sole owner of the Adviser. Mr. Biglari also controls Biglari Holdings in his capacity as Chairman and Chief Executive Officer of Biglari Holdings. Biglari Holdings is a public company owning subsidiaries engaged in a number of diverse business activities, including media and licensing, property and casualty insurance, restaurants, and oil and gas. Mr. Biglari spends time running Biglari Holdings and owes duties to that corporation and its public shareholders in his capacity as Chairman and Chief Executive Officer. Those time commitments and duties could conflict with Mr. Biglari’s time commitment and duties to the Adviser and the Funds.

Mr. Biglari from time to time serves on the board of directors or engages in certain activities for Portfolio Companies that could result in limitations on the Funds’ ability to buy shares or sell shares in such companies. His board service and duties owed to such Portfolio Companies could conflict with Mr. Biglari’s time commitment and duties to the Adviser and the Funds. Mr. Biglari has in the past received nominal amounts of director fees from Portfolio Companies. In the future he could receive compensation from Portfolio Companies, including but not limited to director fees, advisory fees, management fees or other compensation related to management roles held by Mr. Biglari at the Portfolio Companies (collectively, “Portfolio Company Fees”). Mr. Biglari receives compensation from Biglari Holdings in salary and incentive fees that excludes the performance of the Funds. The Funds will not be entitled to any portion of Portfolio Company Fees or any portion of Mr. Biglari’s compensation from Biglari Holdings or any of his other business endeavors, nor will the Funds be entitled to any offset for Fund expenses or otherwise. Each of the Funds has historically and is permitted to enter into agreements with certain prospective or existing investors whereby such investors will likely be subject to terms and conditions that differ from those set forth in the offering memorandum for the applicable Fund. The modifications are solely at the discretion of the applicable Fund. Such arrangements could affect, among other things, the applicable Fund’s ability to make certain investments, as well as the manner and timing of investment, holding or disposition. Benefits accorded to certain investors will not necessarily be available to all investors.

securities such as shares issued by open-ended mutual funds, money market funds, U.S. Treasury bonds, commercial paper, etc. that do not have to be pre-cleared). Access persons must disclose their personal securities holdings and transactions to the Adviser on a periodic basis, which are reviewed by the Chief Compliance Officer and compared against transactions entered into by the Funds. Clients may request a copy of the Code of Ethics by contacting the Adviser at the address or telephone number listed on the cover of this brochure. The Adviser also maintains insider trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. The Adviser’s access persons are required to certify their compliance with the Code of Ethics and the Insider Trading Policies on a periodic basis. The Adviser’s Insider Trading Policies prohibit the Adviser and its access persons from trading for the Funds or themselves, or recommend trading, in securities of a company while in possession of restricted material, non-public information about the relevant issuer in violation of the law (“Inside Information”). By reason of its various activities, the Adviser likely will become privy to Inside Information or be restricted from effecting transactions in investments that might otherwise have been initiated. The Adviser has designed and implemented policies in order to comply with the requirements of the federal securities laws relating to insider trading. Among other things, those policies and procedures seek to control and monitor the flow of Inside Information (if any) to and within the Adviser, as well as prevent trading on the basis of Inside Information in violation of the law. The Adviser or its related persons, at times, could invest in the same securities or related securities (e.g., warrants, options or futures) that the Adviser or a related person recommends to clients. Such practices present a conflict where, because of the information an Adviser has, the Adviser or its related persons are in a position to trade in a manner that could adversely affect clients (e.g., place their own trades before or after client trades are executed in order to benefit from any price movements due to the clients’ trades). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons could also harm clients by adversely affecting the price at which the clients’ trades are executed.

The Adviser requires its related persons to pre-clear transactions in their personal accounts with the Chief Executive Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on either Fund. All of the Adviser’s related persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis. Conflict of Interest – Relationship between the Funds. The Adviser manages two Funds that have similar investment objectives. The obligation of the Adviser to offer certain investment opportunities to each Fund is subject to each Fund’s governing documents. The organization and operation of the Funds will result in conflicts of interest in respect of allocation of time, resources and investment opportunities. The Adviser will first offer to a Fund any investment opportunity presented to any of them that is consistent with such Fund’s primary investment objectives; it being acknowledged and agreed that (i) if the Adviser determines that an investment opportunity does not meet a Fund’s investment objectives or is otherwise not appropriate for a Fund (for example, due to the size of the proposed investment, the target return profile, the projected hold period, any relevant diversification considerations or investment restrictions applicable to a Fund or the sourcing of the opportunity, among other considerations), such investment opportunity can be offered to the other Fund managed by the Adviser, and (ii) certain investment opportunities falling within a Fund’s investment objectives will likely also be suitable investments for the other Fund, and, in such circumstances, those investment opportunities will be allocated between the Funds, as the Adviser determines in accordance with its internal investment allocation policy. The Adviser is permitted, but not required, to take into account one or more of the following considerations including, without limitation and by way of example only, the legal and contractual duties owed to a Fund, the primary mandates of a Fund, the capital available to a Fund, any restrictions on investment, the sourcing of the transaction, the size of the transaction, the relation of such opportunity to the investment strategy of a Fund, reasons of portfolio balance, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for a Fund and any other consideration deemed relevant by the Adviser.

Conflict of Interest – Other Investments by the Funds. Additionally, the Adviser and the Funds regularly obtain confidential information regarding various target companies and other investment opportunities. Confidential information received by any member of the Adviser’s investment team is imputed to all other investment professionals unless an information barrier is in place. If the Adviser or a Fund receive confidential information with respect to a company, the other Fund therefore could face certain restrictions on its ability to pursue a transaction with that company or dispose of an investment. Furthermore, from time to time the confidentiality agreements entered into on behalf of the Funds could include provisions that prevent the Funds from acquiring or disposing of certain investments, potentially for extended periods (i.e., “standstill” provisions). The underlying investments of a certain Fund are from time to time counterparties to or participants in agreements, transactions or other arrangements with investments of the other Fund that, although the Adviser determines to be consistent with the requirements of such Fund’s governing agreements, may not have otherwise been entered into but for the affiliation with the Adviser. Transfer of Interests in the Fund. No limited partner is permitted to transfer its interests in a Fund unless (i) the Adviser provides its written consent to such transfer, which consent may be given or withheld for any reason or for no reason; (ii) such transaction is exempt from registration under federal and all applicable state securities laws; (iii) such transaction, when considered with all prior sales, assignments or transfers, would not result in the termination of a Fund for Federal income tax purposes under Section 708(b) of the U.S. tax code; (iv) the transferor has provided to the Adviser a written statement showing the name and taxpayer identification number of the Fund.

Adviser’s practice to negotiate “execution only” commission rates, thus a client could be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Chief Executive Officer will continue to evaluate brokerage firms according to, among other things, order execution capabilities and back-office operations. Soft Dollars. The Adviser does not obtain research and brokerage services with a client’s commissions. Trade Aggregation & Allocation. The Funds do not make investments which require aggregating trades. The Funds have each invested in both classes of Biglari Holdings Inc. common stock but purchased through separate, independent plans.