Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2012, the Board of Directors (the "Board") of Biglari Holdings Inc. (the "Company") increased the size of the Board to six members and elected James P. Mastrian as a director of the Company. The Board also appointed Mr. Mastrian to serve on both the Audit Committee and the Governance, Compensation and Nominating Committee.

Mr. Mastrian, age 69, retired from Rite Aid Corporation in August 2008. He was the special advisor to the Chairman and Chief Executive Officer. Prior to that, from October 2005 to August 2007, he was the Chief Operating Officer of Rite Aid Corporation.

There is no arrangement or understanding between Mr. Mastrian and any other person pursuant to which he was elected as a director of the Company. There are no transactions in which Mr. Mastrian has an interest requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. Mr. Mastrian will receive compensation for his service as a member of the Board in accordance with the Company's standard compensation arrangements for non-employee directors, which are summarized in the Company's Definitive Proxy Statement for its 2012 annual meeting of shareholders, as filed with the Securities and Exchange Commission on March 16, 2012.

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