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Sardar Biglari’s 14-year war with Cracker Barrel has earned him $1 billion

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Cracker Barrel unveiled a sleek new logo this summer. Stripped of its folksy Uncle Herschel mascot—a denim-clad old man perched on a chair beside a barrel—the marque was replaced with a pared-down silhouette of a stylized barrel and the restaurant’s name in a simplified, modern typeface. It was the product of a $700 million push intended to refresh the Southern-themed chain for a new generation. 

Instead, the redesign detonated a culture war. It drew outrage from longtime diners. President Trump said “Cracker Barrel should go back to the old logo, admit a mistake based on customer response.” The conservative activist Robby Starbuck, writing in a post on X, said “Good morning @CrackerBarrel! You’re about to learn that wokeness really doesn’t pay.”

Oddly, it also attracted the fury of fellow dining chain Steak ‘n Shake.

In a series of posts on X, Steak ‘n Shake’s official account issued calls for Cracker Barrel CEO Julie Felss Masino to be fired. It mocked the rebrand, and posted images of red MAGA-style hats that read “Fire Cracker Barrel CEO” and “Biglari was right about everything.”

“Biglari” is a reference to activist investor (and Steak ‘n Shake owner) Sardar Biglari, who owns a $54.5 million stake in Cracker Barrel. He made a 120-page presentation to Cracker Barrel shareholders in 2024. His manifesto decried the Southern dining chain’s costly rebranding attempt as “obvious folly.” He pushed for board seats—he wanted to be chairman—and lampooned management’s “corporate myopia.” (Despite Biglari’s warnings, the board sided with Masino’s decision to modernize the brand.)

The redesigned Cracker Barrel logo that the company was immediately forced to ditch.

Photo Illustration by Avishek Das/SOPA Images/LightRocket via Getty Images

Within days of Cracker Barrel’s decision to ditch Uncle Herschel, the company’s market cap had shed $143 million, 15% of its value, forcing it to reinstate its old branding and pause plans to remodel Cracker Barrel locations. But for Biglari, one of the chain’s largest investors, the rollback merely stoked the flames of his 14-year insurgency against the company.

In fact, Bigalri has launched at least seven proxy battles at the company, most of which were unsuccessful. Cracker Barrel has previously dismissed Biglari’s motives as self-interested, accusing him of being an “activist shareholder” with a disruptive agenda, a reputation Biglari himself has cultivated throughout his storied career.

A taste for conflict

Biglari was born in Tehran in 1977. His father, a former military officer, was imprisoned following the Iranian revolution until his mother was able to negotiate his release with prison guards, according to reporting by the New York Times. The Biglari family then emigrated to the United States, settling in Texas in 1984, where they opened and operated a rug store. Biglari now resides in San Antonio, Texas.

In 1996, as a freshman at Trinity University in Hartford, Connecticut, Biglari got his first taste of running a business when—in the early days of the dot-com boom—he and a friend started a dial-up internet service provider called INTX Networking, after raising $15,000. The duo sold the business in 1999 for an undisclosed amount to Internet America, reportedly due to concerns about the tech bubble and the emergence of broadband technologies like cable and digital subscriber lines.

By this time, Biglari had become a fan of Warren Buffett, with whom he shares a birthday (August 30). Like Buffett, many of Biglari’s interests revolve around classic American brands that were neglected by their previous owners. “We view Biglari Holdings as a museum of businesses,” he wrote in a 2023 letter to shareholders. “The art we practice is that of collecting and building businesses.”

Photo: MUNCY, PENNSYLVANIA, UNITED STATES - 2025/09/07: The Cracker Barrel logo is seen on a billboard outside of one of its restaurants.
The Cracker Barrel logo outside of one of its restaurants in Muncy, Pennsylvania.

Photo by Paul Weaver/SOPA Images/LightRocket via Getty Images

After graduation, Biglari used the proceeds of the INTX sale to start a hedge fund, the Lion Fund, which would become his entry point into corporate warfare. It’s not clear how big a warchest Lioin wields, but by 2005 the fund bought a stake in a small steakhouse chain based in Roanoke, Virginia, called “Western Sizzlin.” As Biglari accumulated more shares, he began arguing the business was mismanaged and undervalued, and eventually became chairman of the board, in 2006. At the time, Western Sizzlin had long been in a period of decline, having filed for bankruptcy in 1992. The chain, however, was showing some signs of recovery under then-CEO James Verney.

Biglari went on to acquire and restructure Western Sizzlin by taking a page out of Warren Buffett’s book and creating a holding company that divided the chain into individual subsidiaries, each of which was treated as a separate business. Cash from each subsidiary was then redirected to the most beneficial investment within the holding company. The reorganization got clear results, with profits rising from under $1 million annually, pre-acquisition, to approximately $2.4 million by 2011. Rising profits occurred despite the number of open Western Sizzlin locations declining, going from 144 in 2005 to 94 in 2011.

“He’s whip smart. He’s very good at articulating his problems with corporate governance,” Jim Gillies, an analyst and advisor at the Motley Fool and longtime follower of Biglari, told Fortune. This ability to identify and address key operational issues, he said, has contributed to Biglari’s business wins. 

Having seen success in his investment strategy, Biglari turned his attention towards ice-cream chain Friendly’s, where he accused the company’s leadership of wasting money and promoting a “self-interested culture.” He argued that Friendly’s cash flow had generally been negative since its public offering in 1997, which he attributed to the company’s “enormous” debt, totalling $131 million. Biglari also focused on alleged mismanagement by Friendly’s then-CEO and board, whom he accused of neglecting their fiduciary obligations to shareholders to line their own pockets and ignoring conflicts of interests related to the CEO’s external business ventures, namely his significant stake in another restaurant company. To up the pressure in his pursuit of two Friendly’s board seats, he rented billboards near the chain’s headquarters directing passersby to a website, “Enhance Friendly’s,” that detailed his plans for the business.

Although Biglari was unsuccessful in his crusade for control of Friendly’s, he cashed out his 15% ownership of the chain when it was acquired by a private equity firm in 2007 for $337 million, equal to $15.50 per share, a 30% premium over its prior price.

Biglari’s unconventional tactics led to one of the ice-cream chain’s founders, Curtis Blake, calling him a “corporate raider.” This characterization has since prompted comparisons to famed interventionist Carl Icahn.

“He’s not a guy who’s afraid of picking a fight,” Zeke Ashton, managing partner of Centaur Capital Partners, which owns shares in Biglari Holdings, once told DealBook.

Despite his confrontational reputation, Biglari notably avoids media coverage and has not in recent years participated in interviews. He declined to comment when reached by Fortune. Instead, the Iranian investor’s public relations modus operandi consists of strongly worded letters to shareholders, SEC filings, provocative online campaigns, and, most recently, memes.

The most successful deployment of these methods was his takeover of Steak ‘n Shake,  in 2008. At the time, the chain was near insolvency, losing approximately $100,000 per day with only $1.6 million in cash against $27 million in debt. Biglari, who had purchased a 7% stake in the chain in 2007, became the company’s third-largest shareholder, owning more shares than all of Steak ‘n Shake’s then executive officers and directors combined.

Then, he replicated his Friendly’s strategy, buying “Enhance Steak ‘n Shake” billboards around the chain’s Indianapolis headquarters and railing against the chain’s years of financial decline to advocate for two board seats. During the 2008 financial crisis, Biglari seized on shareholder anger and economic uncertainty. He won a proxy contest with more than 70% of shareholder votes for two board seats, ousting then chairman Alan Gilman and former CEO James Williamson Jr. By August of that year, following a brief period of board infighting, Biglari was made CEO.

Biglari’s vision for Steak ‘n Shake was to revitalize the ailing brand by implementing tighter cost controls, improved service, and a more entrepreneurial mindset. He sought to improve customer experience in the company’s 500 restaurants in 19 states by adding background music and removing harsh fluorescent lighting that he felt made guests feel uncomfortable.

Under Biglari’s leadership, Steak ‘n Shake’s economic performance rebounded, with the stock price rising from around $5 when he became CEO to nearly $15 the following year. In 2010, that number reached approximately $50, and Steak ‘n Shake Company officially changed its name to Biglari Holding. In just three years, the chain went from losing around $30.8 million (as of 2009) to a gain of $41.2 million in operating earnings by 2011. Strong financial performance continued for Steak ‘n Shake into 2016 as the brand became Biglari’s cash cow, generating more than $250 million in total operational earnings and funding Biglari Holdings’ expansion into other business ventures. 

Biglari’s Steak ‘n Shake victory led to the birth of Biglari Holdings. He pitched the rebranded Steak ‘n Shake Company to investors as the next Berkshire Hathaway. He even changed the company’s ticker to “BH” to echo Buffett’s firm. Biglari has 70% voting control over BH.

The belly of Biglari Holdings

While Biglari Holdings’ roots are in classic American dining brands, its investments are now diversified. In 2014, as Steak ‘n Shake was thriving, Biglari bought the men’s magazine Maxim for an estimated $12 million. His plan for the publication was to “build the business on multiple dimensions, thereby energizing our readership and viewership.” He officially took over as the magazine’s editor-in-chief in 2016 and has since reportedly exercised complete editorial control over the publication, including the decision to endorse President Donald Trump in the 2024 presidential election and the inclusion of Biglari’s signature on every magazine edition. Maxim, under Biglari, has reported steady losses of approximately $37 million over the past decade. He acknowledged in Biglari Holdings’ 2024 annual report that 2025 would be a “pivotal” year for the magazine as every subsidiary must be a “long-term supplier of cash.”

Biglari expanded aggressively from there. He acquired First Guard Insurance Company, a commercial trucking underwriter, in 2014. In 2020, he added Southern Pioneer Property & Casualty Insurance Co. Then he went into oil and natural gas, acquiring Southern Oil of Louisiana Inc. for $51.5 million in 2019 and 90% control of San Antonio-based Abraxas Petroleum for $80 million in 2022. He also, as of 2023, owns 402,000 shares of Ferrari with a market value of $135 million.

But underperforming restaurant brands remain a special source of fascination for Biglari. By July 2025 he had a 9.98% stake in the Jack in the Box burger chain. (The company adopted a “poison pill” defense to ward him off.) And he is currently the largest shareholder of the El Pollo Loco chicken chain, owning 15.5%.

The investments made Biglari a wealthy man. But that wealth was generated by self-serving conflicts of interest, his critics say, and—ironically—it has hobbled his ability to move against Cracker Barrel.

When governance meets Goliath 

For more than a decade, Biglari Holdings and Biglari himself have been plagued by accusations of mismanagement due to ballooning executive pay, stock volatility, and a licensing deal that potentially advantages Biglari personally.

Between 2009 and 2015, Biglari took home nearly $76 million in compensation and bonuses, representing as much as 38% of Biglari Holdings’ operating income in that period. Until 2019, the pay package carried a cap of $10 million. That was quietly removed, allowing for far higher compensation depending on performance and acquisitions. His future net worth is secured by a 2013 licensing deal in which Biglari licensed the “Biglari” name to Steak ‘n Shake and Biglari Holdings for 20 years. If removed from his roles for anything other than malfeasance, or if the company were sold, he would be entitled to 2.5% of sales for five years—a payout potentially topping $100 million.

This deal got Biglari listed in the “Corporate Governance Hall of Shame” by the investor publication 13D Monitor, according to a copy seen by Fortune.

“Coming up in the first few years when he was gaining recognition, he very much sang from that hymnal of we’re all going to make money together. And then once he was in a position to put his thumb on the scale, he did,” Gillies said. 

These factors have sparked multiple proxy fights and repeated calls for reform from activist firms like Groveland Capital. They have also derailed Biglari’s attempt to gain control of Cracker Barrel. 

“The type of activism he conducts doesn’t really enrich corporate governance. It ingratiates himself more with shareholders and was easier to get away with years ago,” Ken Squire, founder and president of 13D Monitor, told Fortune. “Now that activists have become much more responsible and much more mainstream, the ones who haven’t evolved are finding it harder to get anything done.”

Throughout Biglari’s numerous attempts to secure board seats at the chain, executives at Cracker Barrel have cited his executive compensation as proof of his ill intentions for the brand. Others have pointed to Biglari’s practice of hanging his portrait in every Steak ‘n Shake location and the chain’s own financial struggles.

Steak ‘n Shake’s performance has been volatile over the past five years. It was especially affected by the COVID-19 pandemic, with periods of significant losses followed by a notable recovery in profitability driven by cost-cutting and a transition to franchising. The chain has shrunk to 426 Steak ‘n Shake locations as of 2024, from its peak of over 600.

Biglari—who once called himself “supremely insensitive to criticism”—is undeterred.

The case against Cracker Barrel

Biglari’s attack on Cracker Barrel began in the early 2010s when his reputation was bolstered by Steak ‘n Shake’s turnaround. Between May 2011 and December 2012, Biglari purchased 4,737,794 shares of Cracker Barrel for $241.1 million. By 2012, he held nearly 20% of Cracker Barrel’s outstanding stock. As with Steak ‘n Shake and Friendly’s, Biglari’s launched “EnhanceCrackerBarrel.com” as an investor-focused website. He began publishing press releases and shareholder letters criticizing management, and demanded board representation and strategic changes. 

Photo: MUNCY, PENNSYLVANIA, UNITED STATES - 2023/11/22: An exterior view of a <a href="https://fortune.com/company/cracker-barrel-old-country-store/" target="_blank">Cracker Barrel Old Country Store</a>. Cracker Barrel Old Country announced that it is open on Thanksgiving and is offering a Thanksgiving Heat n' Serve Turkey Family Dinner, which serves four to six people for $104.99. (Photo by Paul Weaver/SOPA Images/LightRocket via Getty Images)
Part of Cracker Barrel’s folksy charm is a selection of rocking chairs on the front porch of every restaurant.

Photo by Paul Weaver/SOPA Images/LightRocket via Getty Images

Biglari’s core demands were to stop opening new stores entirely, eliminate the development team to save money, and focus exclusively on improving existing store operations rather than expansion. In his 2012 letter to shareholders, he criticized what he saw as Cracker Barrel’s fundamental failures, arguing that despite having “one of the greatest restaurant concepts ever created,” the company suffered from poor execution and misguided expansion strategies.

Biglari was particularly critical of the company’s store-level deterioration. In one analysis, he compared Cracker Barrel’s operating income of $164.9 million with 357 stores in fiscal 1998 ($462,000 per store) to 2012’s operating income of $181.3 million with 616 stores (only $294,000 per store). This declining per-unit profitability became a central theme in his critiques and proxy battles. 

His first proxy battle for board representation occurred in 2011. Despite receiving endorsement from Glass Lewis (one of the major proxy advisory firms), Biglari received only 6.5 million shareholder votes compared to 12 million for the incumbent director. This defeat was the closest he ever came to victory over Cracker Barrel. Although it did succeed in triggering the replacement of then CEO Michael Woodhouse with Sandra Cochran, the following year he launched another campaign, nominating himself and an ally, only to receive nearly 1 million fewer votes. 

In 2013, Biglari introduced a new strategy: demanding a special $20 per share dividend that would have been worth approximately $94.8 million to his holdings. To demonstrate the feasibility of this proposal, Biglari obtained a “highly confident letter” from Jefferies LLC confirming their ability to arrange up to $800 million in debt financing to fund such a dividend. Still, this proposal, board nominations, received only 5.9 million votes, with just 1.2 million coming from sources other than Biglari himself.

Biglari continued and failed to secure seats on the Cracker Barrel board through 2017 when he began quietly selling off shares. This strategic shift coincided with Cracker Barrel’s stock performance improving significantly, heading toward its eventual peak. Cracker Barrel’s stock reached its all-time high of $183.29 on November 27, 2018—a remarkable 234% return from Biglari’s initial investment price. 

In 2020, however, Biglari’s criticism of Cracker Barrel was reignited after the company’s $133 million investment in Punch Bowl Social, a bar and entertainment concept, in 2019, failed during the pandemic. Cracker Barrel was forced to write off the entire investment.

In a 2020 letter to shareholders, Biglari predicted the Punch Bowl investment would “go down as one of the worst business blunders in the annals of restaurant history.” The decision wiped out 50% of the company’s pre-tax earnings from 2019, he claimed. Guest traffic had also fallen 18.6% from 2005 to 2019. (Declining guest traffic remains a consistent trend at Cracker Barrel.)

Using this to fuel an aggressive push for reform at Cracker Barrel, Biglari nominated his own board candidate, arguing that “losing $137 million of shareholders’ money in eight months” was sufficient reason to add “one board member with restaurant experience.” He further argued that should Cracker Barrel focus on enhancing its core operations, it could unlock over $600 million in added annual revenue. 

CEO Cochran’s response was equally forceful. She characterized Biglari’s track record as having a “lagging performance and problematic governance practices at his own company.” She specifically cited Steak ‘n Shake’s same-store sales decline of 6.9% and foot-traffic decrease of 11.2% in 2019.

After more than a decade of proxy battles, 2022 brought a surprising truce when Cracker Barrel and Biglari entered into a Nomination and Cooperation Agreement. Under the agreement, Cracker Barrel expanded its board from 10 to 11 members and appointed Jody Bilney, one of Biglari’s preferred nominees, as an independent director. Bilney held significant credentials, having served as chief marketing officer for Humana and chief brand officer for Bloomin’ Brands. 

Photo: Customers browse inside the Cracker Barrel Old Country Store in Mount Arlington, New Jersey on August 22, 2025. Cracker Barrel has a special place in the hearts of many Americans, offering country cuisine in a folksy "Old Country Store" setting complete with rocking chairs and occasional country music performances. But an attempt to rebrand the storied US chain has sparked a firestorm of opposition online and opened a new front in the culture wars around legacy brands seeking to update their corporate images (Photo by Gregory WALTON / AFP) (Photo by GREGORY WALTON/AFP via Getty Images)
Inside the Cracker Barrel Old Country Store in Mount Arlington, New Jersey on August 22, 2025.

Photo by GREGORY WALTON/AFP via Getty Images

When the cooperation agreement expired, however, Biglari immediately returned to his old ways, announcing his intention to nominate five candidates to Cracker Barrel’s board. The 2024 battle centered on Cracker Barrel’s strategic transformation plan under new CEO Julie Masino, who had replaced Sandra Cochran in 2023.

In his October 2024 shareholder letter, Biglari wrote: “Since 2019, the shareholders of Cracker Barrel have collectively lost over $2.9 billion in market value … Neither the appointment of Julie Felss Masino as the Company’s CEO nor her new transformation plan has restored shareholder value.”

The chain’s market value fell by approximately $287 million, and the stock price decreased by nearly 20%, in the 14 months following Masino’s appointment. But aales performance at the company showed gradual recovery. All the while, Cracker Barrel’s CEO and board compensation rose sharply. CEO pay increased from around $1 million in 2011 to more than $7 million in 2025.

Biglari echoed his initial warning that November, saying that “If you had $100 in Cracker Barrel stock in January 2019, five years later it is worth about $30. Therefore, there is just $30 to go before the entire investment is lost.” He warned of “a significant risk of a 50% loss or more if we are not elected to the Board.”

Cracker Barrel shareholders once again rejected Biglari’s nominees. But the company agreed to add Biglari’s pick of Michael Goodwin, former PetSmart CTO, to the board as a compromise.

A Cracker Barrel spokesperson defended the chain’s decision to raise its executive compensation packages, telling Fortune, “For the last several years the company has directly engaged with many of its largest shareholders to discuss a variety of topics, including executive compensation, and no shareholder ever expressed any disagreement or concern with the company’s executive compensation plans or practices. More broadly, Cracker Barrel’s shareholders have evidenced their support for the company’s executive compensation plans and practices by voting in favor of the company’s say-on-pay proposals each year by significant margins.”

Cracker Barrel’s financial outlook remains unsavory. Chain traffic has declined, down 2.7% in Q2 of 2025. Its stock is down 9.6% year-to-date in 2025 in a market where shares have risen 12% year to date through mid September. The chain’s struggles, according to Gillies, are a “spectacular” failure on the part of Cracker Barrel management.

Cracker Barrel, however, pointed to improving revenue growth in 2025 in an interview with Fortune. The company has reported four consecutive quarters of positive restaurant sales growth. Its revenue is up 1.5% year to date and 2.84% year-over-year. (In 2024, the company’s revenue increased by only 0.8%) This growth remains significantly below industry averages. Cracker Barrel competitor IHOP reported an 11.9% increase in revenue in Q2 2025 from the same period in 2024. 

“Through his campaigns, Mr. Biglari has made numerous false and misleading claims about Cracker Barrel, its Board and management,” a Cracker Barrel spokesperson told Fortune. “We believe that Mr. Biglari’s unprecedented seven proxy solicitations against the Company in the past 14 years have been for purely self-interested reasons, and that his own actions and poor performance at Steak ‘n’ Shake and Western Sizzlin’ remain cautionary tales. We appreciate the support from our shareholders as they have consistently rejected his proposals and nominees by overwhelming margins each time.”

Biglari’s proxy battles stand as one of the longest and most contentious activist campaigns in restaurant industry history. Despite the defeats, his investment in Cracker Barrel has been extraordinarily profitable.

Biglari sold off much of his stake, beginning in 2020, and now controls less than 5% of Cracker Barrel. Yet his investment has generated nearly $1 billion in total gains through dividends, stock sales, and remaining holdings for Biglari.

“Cracker Barrel is painting Biglari as this short-term profiteer. It’s been 14 years. He’s still there,” Gillies said.



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A SpaceX IPO could be the largest public offering of all time—and Elon Musk’s biggest headache

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The SpaceX public offering could very well be the largest public offering of all time—bringing in even more money than Saudi Aramco’s cosmic $29 billion public listing in 2019. And with the rocketing costs (pun intended) that SpaceX would rack up as it paves the way for more test flights for the mega-rocket Starship it wants to send to Mars, the thousands of additional satellites it intends to send to orbit, and the artificial intelligence data centers it may decide to construct in outer space, some extra billions in cash sure wouldn’t hurt.

But the multibillion-dollar question is: Does Elon Musk really want the headaches that would come with all that money?

Since reports of the potential IPO emerged, would-be buyers have been acting like Christmas came early. Investors—from Wall Street mainstay institutions to the Elon fan-boys who trade shibu inu meme coins in their basements—will clamor to purchase shares in SpaceX on the public markets. The company, which Musk founded in 2002 with a large portion of the money he had made off PayPal, has quite literally built the foundation of America’s private space ecosystem. It is the leading space company in the world and is one of the U.S. government’s most important—and well-paid—private contractors.

Reporting has, thus far, pegged a potential market capitalization at $1.5 trillion, meaning that a public debut would immediately catapult SpaceX into the ranks of the 10 most valuable public companies in the world. Payload Space, which publishes detailed annual revenue research and estimates on SpaceX, forecasted that SpaceX will generate around $15 billion in revenue this year, and between $22 billion to $24 billion in 2026. Musk said earlier this month that SpaceX has been cash flow positive for “many” years. “The SpaceX IPO will be the most anticipated and successful IPO ever, in my opinion,” says Andrew Rocco, a stock strategist at Zacks Investment Research.

Early shareholders who have had to wait for their turn to sell shares in SpaceX’s liquidity events will finally get all the liquidity their hearts desire. And journalists like myself will finally have real visibility into the company’s business and profit breakdowns, and an explanation of what SpaceX has determined are key risks to the business. 

In short, pretty much everyone has a legitimate reason to get excited about a SpaceX IPO—except for Elon Musk.

It’s hard at first to grasp why Musk has suddenly become convinced that taking SpaceX public is worth the scrutiny, criticism, and regulatory burden he has long said he wanted to avoid. He was the leader who took Twitter private, after all, so he could instill sweeping layoffs and changes without the criticisms of the public markets. And, in earlier business history lore, he famously tweeted he was considering taking Tesla private in 2018—a tweet that prompted an SEC investigation and litigation with shareholders. Keeping his other companies private—including Neuralink, xAI, and the Boring Co.—has allowed Musk to run his businesses the way he likes without much public scrutiny.

Tesla—the only one of Musk’s six companies that is publicly traded—has, on several occasions, attracted more short sellers than any other stock in the last several years; Musk’s pay package has been ridiculed and challenged; his tweets have been investigated; and his improbable timelines for product delivery have been picked apart by analysts. Investors punished Tesla stock when Musk stepped away to work in the White House earlier this year, even as SpaceX, thanks to being private, was able to avoid much of the fallout. Indeed, quite the opposite: A share sale this summer pegged SpaceX’s value at $400 billion, while an impending tender offer will double that valuation, according to the Wall Street Journal

The fickle tendencies and demands of public investors haven’t only been inconvenient for Musk at Tesla; he’s sometimes taken them as a personal affront. In a 2017 interview, Musk described a heaping $9 billion short position into Tesla as “hurtful.” In March, during the heat of Musk’s episode running President Trump’s Department of Government Efficiency, Musk admitted on Fox News the personal toll the vandalism to Tesla vehicles and showrooms and Tesla’s plummeting stock price had taken on him.

If SpaceX goes public next year, it will be immediately thrown into the frenzy of Wall Street scrutiny over short-term financials, product delays, and costs. Few analysts will be asking Musk about his long-term plans for colonizing Mars. Surely Musk would never subject SpaceX—the beating heart of his broader cosmic ambitions—to the scrutiny that Tesla endures. That is: unless he felt it was the only option. 

Hitting the ceiling of private markets

It’s hard to imagine that Musk would ever take SpaceX public unless the math depended on it. And, to be sure, the math may not, at least in the short term. SpaceX’s CFO has reportedly told employees that whether and when an IPO would take place was “highly uncertain.”

To date, SpaceX has managed to reel in more capital than most other private companies in history. The company has raised more than $10 billion, according to PitchBook, a figure that, just a decade ago, would have sounded absurd. 

Of course, this is 2025, and—as the private markets have exploded as institutional investors like endowments, pension funds, mutual funds, and sovereign wealth funds have sought outsized returns in venture capital funds—companies like the AI juggernaut Musk cofounded, OpenAI, and TikTok-owner ByteDance have reached valuations in the hundreds of billions that are well above those of most public companies. An $800 billion tender offer would put SpaceX among the 20 most valuable public companies in the U.S., right alongside JPMorgan Chase, which has an $880 billion market cap, and Walmart, which was worth $931 billion at market close on Monday. 

But the private markets have their limits. While there may be some $2 trillion to $3 trillion in capital sitting on the sidelines, available to deploy into private companies—which is nothing to sneeze at—there is somewhere around $100 trillion to $150 trillion that has been invested in global equities, according to PitchBook emerging technology analyst Ali Javaheri. 

“SpaceX has effectively hit the ceiling of what private markets can support,” Javaheri says. “Financing a multi-decade, industrial-scale roadmap simply doesn’t map cleanly onto private fund structures.”

In pure numbers, reports peg discussions for a more than $30 billion raise for SpaceX, which would be—in a single listing—about three times the capital the company has raised since its inception in 2002. To be clear, not all that money would go to fund future SpaceX operations. In an IPO, it all comes down to which shareholders choose to float shares, and it remains to be seen how many shares—if any—SpaceX would list itself.

But it’s hard to imagine a scenario where SpaceX didn’t raise any money at all, or was simply under pressure from shareholders to give them an opportunity to cash out. The company does regular liquidity events, and there is never a shortage of demand. SpaceX’s board includes personal confidants as well as investors who have already made a fortune off of Musk’s various companies, and it would seem unlikely they’d be putting any kind of pressure on Musk to take the company public.

Given that SpaceX is already profitable, and therefore likely doesn’t need immediate cash to continue operation, SpaceX must need capital for some of its impending priorities.

If you follow Musk’s X account and public comments closely, he has suggested a series of places that money might go: the rollout of Starlink for mobile devices, data centers in space, Starlink factories on the moon, and a Starlink-esque satellite network around Mars. There’s the whole defense business, Star Shield, which we know so little about. SpaceX is also working on new Starship launch pads.

All of this will cost money—and a lot of it.

More scrutiny going public

Preparing SpaceX for an IPO would be a headache for Musk. For one, SpaceX would probably need to make some adjustments to its board. As we learned with Tesla early last year, there will be skepticism over whether its members are adequately independent—or if their ties are too close to the founder.

In the heat of the litigation over Musk’s compensation package agreement with Tesla, a judge determined that the process for approval for Musk’s compensation was “deeply flawed,” due to Musk’s close personal and financial ties with the members of the compensation committee, which included SpaceX board member Antonio Gracias.

Based on Fortune’s reporting, SpaceX’s board currently has six members. In addition to Musk and Tesla board member Gracias, who is an investor at Valor Equity Partners and a close friend of Musk; there is Luke Nosek, who was also a PayPal cofounder; Steve Jurvetson, one of the original SpaceX investors and a longtime friend of Musk; and Gwynne Shotwell, who is an insider as president and COO of SpaceX. The only truly independent board member seems to be Donald Harrison, who is president of global partnerships and corporate development at Google. That board composition could expose SpaceX to pressure from investors and potential litigation if it went public.

It’s “heavily weighted toward insiders and Musk loyalists,” PitchBook’s Javaheri says. “I would expect a meaningful expansion of truly independent board members ahead of any listing.”

There’s also ongoing litigation that would draw scrutiny should SpaceX start having to explain it in annual reports. The company is currently fighting a case with the National Labor Relations Board, over allegations from eight engineers who say they were fired for contributing to and signing an open letter that criticized Musk. In March 2025, an appeals court determined that the case could proceed, after SpaceX had attempted to block the Board from pursuing its claims.

Musk’s compensation plan at SpaceX—along with the compensation of all the other top executives, like Shotwell—will become public, too. And, depending on what those plans look like, they could end up provoking more public, and legal, attention.

To infinity and beyond

In 2018, Musk had the phrase “DON’T PANIC” written on the touchscreen of a Tesla Roadster that SpaceX launched into space on board the Falcon Heavy it was testing. It was in homage to one of his favorite books, A Hitchhiker’s Guide to the Galaxy, in which that message was written on the cover of a  guidebook meant to reassure confused space travelers who might be frightened by the chaotic universe they suddenly found themselves in.

As companies graduate from the private markets to the public, executives must start spending as much time reassuring their shareholders as they do running their businesses. There is a slowdown that happens when you have to explain and answer for the decisions you make, versus just looping in a few people on your board. For people like Musk—someone who will sometimes demand that engineers figure out how to catch a rocket with chopstick arms—there is a constant tension between the predetermined rules and bureaucracy of regulation and the desire to move faster, dream bigger.

At Tesla, Musk must balance his ultimate vision for humanoid robots and self-driving vehicles with quarterly metrics and manufacturing costs. A SpaceX IPO will almost certainly hinder the speed at which his plans for Mars become a reality. At the same time, it may be the money and financing generated via that IPO that is the only means to make it possible.

But, for Musk, it will be a sacrifice. He will have to spend an increasing amount of his time saying the same thing to his investors, over and over: DON’T PANIC.



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It was the week before Christmas, and Americans got one more dispiriting look at the jobs market. 

After a year of stalled hiring and “ghost jobs,” Americans are going back to school, retraining, and trying to get off the sidelines. But they’ve been flying blind after the longest federal government shutdown in history clouded the picture on job growth and unemployment. Finally, the October and November figures confirmed what most of them seem to feel already: The labor market has no room for them.

The unemployment rate rose to 4.6% in November, the highest since 2021. But this isn’t a standard recession: The BLS isn’t seeing layoffs happen as much in the private sector. Instead, it continues to see a virtual hiring freeze, two-thirds of a year after the bottom fell out of employment growth in April.

Jeffrey Roach, chief economist at LPL Financial, wrote in a note the jump in unemployment reflects a “transformation” in the labor force. Rather than unemployment being driven by layoffs, he said, “it was driven by an increase of individuals formerly not in the labor force.” In other words, people who had been without work for so long they weren’t considered to be in the labor force started looking during the holiday, and didn’t find any takers. 

Changes could be driven by ‘idiosyncratic spikes’

That shift is becoming increasingly visible in the data. During the past year, the total number of unemployed Americans has risen by more than 700,000. The fastest-growing segment isn’t people who lost jobs, but “re-entrants,” or workers returning after a period of inactivity. That number spiked roughly 20% year-over-year, outpacing every other category of unemployed, according to a note from Nicole Bachaud, ZipRecruiter’s labor economist. 

Bank of America Research, in a note by U.S. economist Shruti Mishra and her team, noted this increase was “noisy,” driven by one-time effects and “idiosyncratic spikes.” One such example she noted was the indirect impacts of DOGE. These “furloughed employees,” she said, likely drove this spike in unemployment. Leisure and hospitality jobs also fell in November, “likely due to slower air travel” as the FAA struggled with staffing. Air-traffic controllers were ordered to work without pay for over a month and the government slashed hundreds of flights, a situation the Trump administration addressed by only giving post-shutdown bonuses to the 776 workers who had perfect shutdown attendance, leaving out nearly 20,000 others. 

Bachaud wrote she saw the increase of re-entrants as a “positive” signal, though, for the labor market, since it counteracts the dual negative forces of “an aging population and lower immigration.” It suggests people who were previously sidelined—by caregiving, health issues, or discouragement—are willing or compelled to try again, “rebalancing the labor force,” Bachaud wrote. 

But in many cases, re-entry might not be a sign of optimism so much as a necessity. Pandemic savings are gone, inflation has strained household budgets, and higher borrowing costs have made living on one income more difficult to sustain. As financial cushions thin, the rebalancing Bachaud referenced is a function of the economy pushing more Americans back into the job search.

The Department of Government Efficiency (DOGE), Elon Musk’s short-lived effort to reduce the size of the federal government, also clearly drove a sharp federal payroll drop: The federal government shed 162,000 jobs in October alone as government employees’ “fork in the road” buyout offers took effect. Data suggests when Uncle Sam moves to aggressively shed headcount, it has a chilling effect on the entire private sector.

How the job search is changing 

The average job search is also lengthening, another sign the hiring door is locked. The number of people unemployed for 27 weeks or more has climbed more than 15% during the past year, now accounting for nearly one-in- four unemployed workers, Bachaud calculated. At the same time, the ranks of marginally attached and discouraged workers—those hovering at the edge of the labor force—are also growing, suggesting some re-entrants may be cycling back out after failing to land work.

Wages are also no longer providing much of a cushion. Average hourly earnings rose just 0.1% in November, slowing annual growth to 3.5%, the weakest pace since 2021. This slowing down in wage growth, Roach wrote, “may turn out to be a big story for the job market in the coming months.”

Slower wage gains have the positive of easing inflation pressures—beneficial in a time in which more Americans complain about affordability—but they also limit income growth for households already facing tighter job prospects.

Industry data reinforces the imbalance. Outside of health care, social assistance, and construction, hiring has been flat to negative in recent months. Seasonal hiring—which typically helps absorb marginal workers over the holidays—has “disappointed this year,” particularly in retail, leisure, hospitality, and transportation, Bill Adams, chief economist for Comerica Bank, wrote in a note.

Adams described the labor market as having “hit an air pocket” in the fourth quarter. Federal job losses amplified the slowdown, but private-sector hiring outside a narrow set of industries has also failed to keep pace with rising labor-force participation.

The S&P 500 greeted the news with a disappointed shrug, down 0.8% intraday, as the jobs report was balanced by an October retail sales report that surprised to the upside, showing Americans are still splashing the cash, driving the all-important consumer spending that powers two-thirds of GDP. But as a general lump of coal in the stocking, Mishra concluded after so many months of strong spending that appears bifurcated by income cohort and a “low-hire, low-fire” jobs market, “the consumer labor conundrum remains.”



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OpenAI releases new image model as it races to outpace Google’s Nano Banana amid company Code Red

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OpenAI released a new flagship image generation model today as it moves to counter recent concerns that it is slipping behind rivals in the race to capture both consumer and business mindshare.

The new image generation model allows for more precise image editing and can generate images up to four times faster than OpenAI’s previous image creation AI, the company said in a blog post. It said the new model, as well as a new images feature in ChatGPT are designed to make image generation “delightful.”

According to an OpenAI blog post, the new ChatGPT Images is rolling out to all ChatGPT users and API users globally today. The company said it works across models, so users don’t need to select a specific model in the drop-down menu in order to use it. 

“We believe we’re still at the beginning of what image generation can enable,” the company said in the blog post. “Today’s update is a meaningful step forward with more to come, from finer-grained edits to richer, more detailed outputs across languages.” 

While it may seem like a Christmas present for loyal ChatGPT users, OpenAI staffers have been the busy elves responding to Santa—er, CEO—Sam Altman’s post-Thanksgiving “Code Red” memo, which was meant to push the company to improve ChatGPT over the next eight weeks amid intense competition from rivals, most notably Google

Google’s Gemini model had been gaining steam after its image generation model, Nano Banana, was released in August. Google said monthly active users grew from 450 million in July to 650 million in October. 

The company’s latest version, Nano Banana Pro, went viral after its November 20 release, thanks to the model’s newfound ability to handle text in images cleanly (something that had been a thorny problem for years). Users were also wowed by Nano Banana Pro’s ability to produce diagrams and infographics that made sense, and the fact that it allowed people to edit their images rather than regenerating them from scratch. 

Last week, OpenAI released the latest version of its text model, GPT-5.2; since then, industry-watchers have waited to see if the company would release a new image model before the New Year. But will it be good enough to outpace Google? 

Fidji Simo, OpenAI’s CEO of applications, wrote in a Substack post that ChatGPT’s chat interface was not originally designed to go beyond text, so the new image model is accompanied by a “dedicated entrypoint” in ChatGPT for images that works more like a “creative studio,” available in the sidebar through the mobile app and on the web.

“The new image viewing and editing screens make it easier to create images that match your vision or get inspiration from trending prompts and preset filters,” she wrote. “On top of that, our new model is faster and better at following detailed instructions so you get more accurate edits and creative transformations.” The model can keep key elements like lighting, composition, and likeness consistent between what users input and what the model outputs, “so the results stay much closer to what you imagined,” she added. 

Still, Nano Banana Pro may still have an early mindshare advantage. In a recent interview with Fortune, Allie Miller, an AI advisor and investor, discussed how she recently attended a Shark Tank-type event hosted by Mark Cuban and was struck by what happened when Cuban said the words “Nano Banana.” 

She expected that the mention of Google’s whimsically-named AI image generator might cause confusion among the thousands of people in the audience, who Miller described as mostly new to AI. Instead, the crowd nodded in recognition.

Like ChatGPT itself, she explained, “there are certain AI tools or models that you just start hearing over and over and over again that gain such a big pop culture moment.” 

Whether OpenAI’s elves can make its new ChatGPT Images as irresistible as the most sought-after toys of the season remains to be seen. But the moment—coming amid the company’s Code Red—underscores a broader reality: While model quality still matters in the AI race, it’s increasingly a battle for consumer hearts and minds.



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