Graham Holdings Co

Graham Holdings Company (the Company) is a diversified holding company whose operations include educational services, television broadcasting, manufacturing, healthcare, automotive dealerships and other businesses. Through Kaplan, Inc. (Kaplan), the Company provides a wide variety of educational services to students, schools, colleges, universities and businesses, both domestically and outside the United States (U.S.). Kaplan’s educational services include academic preparation programs for international students, English-language programs, operations support services for pre-college, certificate, undergraduate and graduate programs, exam preparation for high school and graduate students and for professional certifications and licensures, career and academic advisement services to businesses, and a United Kingdom (U.K.) sixth-form college that prepares students for A-level examinations. The Company’s television broadcasting segment owns and operates seven television broadcast stations and provides social media management tools designed to connect newsrooms with their users. The Company’s manufacturing companies include a supplier of pressure-treated wood, a manufacturer of electrical solutions, a manufacturer of lifting solutions, and a supplier of parts used in electric utilities and industrial systems. The Company’s healthcare segment provides home health, hospice and palliative services; in-home specialty pharmacy infusion therapies; applied behavior analysis therapy; physician services for allergy, asthma and immunology patients; in-home aesthetics; and healthcare software-as-a-service technology. The Company’s automotive business comprises eight dealerships and valet repair services. The Company’s other businesses include restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; a daily local news podcast and newsletter company; a software-as-a-service platform provider that enables podcasters and media companies to monetize audio content through paid subscriptions, memberships, and audiobooks; an online art gallery and in-person art fair business; an online commerce platform featuring original art and designs on an array of consumer products; and an owner and operator of websites.

Financial information concerning the principal segments of the Company’s business for the past three fiscal years is contained in Note 19 to the Company’s Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Revenues for each segment are shown in Note 19 gross of intersegment sales. Consolidated revenues are reported net of intersegment sales, which did not exceed 0.1% of consolidated operating revenues.

The Company’s operations in geographic areas outside the U.S. consist primarily of Kaplan’s non-U.S. operations. During each of the fiscal years 2024, 2023 and 2022, these operations accounted for approximately 22%, 21% and 20%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 18% and 20% of the Company’s consolidated assets at December 31, 2024 and 2023, respectively.

EDUCATION

Kaplan provides an extensive range of education and related services worldwide for students, universities and businesses. Kaplan products and services reach learners directly or through Kaplan’s many relationships. These relationships include approximately 16,100 companies and approximately 2,770 universities, colleges, schools and school districts, which, along with individual students and professionals, pay for Kaplan’s products and services. In 2024, Kaplan was the provider for the educational needs of approximately 1,267,000 students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs. In 2024, Kaplan’s reach also included sales of 1,700,000 units of book/study aid products to individuals, businesses, schools, colleges and universities.

Kaplan conducts its business through three operating segments: Kaplan International (KI), and the Kaplan Higher Education (KHE) and Supplemental Education segments under Kaplan North America (KNA). In addition, the results of Kaplan’s investment activities in education sector-related companies are reflected in Kaplan Corporate.

Kaplan International

KI operates businesses in Europe and the Middle East, North America and the Asia Pacific region, each of which is discussed below.

Europe and the Middle East. In Europe, KI operates the following businesses, all of which are based in the U.K. and Ireland: Kaplan UK, KI Pathways, Kaplan Languages Group, Mander Portman Woodward (MPW), Dublin Business School, Kaplan Open Learning and BridgeU. In the Middle East, Kaplan Professional Middle East is based in the United Arab Emirates.

The Kaplan UK business in Europe, through Kaplan Financial Limited, is a provider of apprenticeship training and test preparation services for accounting and financial services professionals, including those studying for ACCA, CIMA and ICAEW qualifications. Headquartered in London, England, Kaplan UK has 14 training centers located throughout the U.K. In 2024, Kaplan UK provided courses to over 44,000 students in accountancy and financial services. In 2018, the Solicitors Regulation Authority (SRA) awarded Kaplan UK the contract to become the sole authorized assessment provider for the Solicitors Qualifying Examination (SQE) for all candidates seeking to become a solicitor in England and Wales. The first SQE assessments took place in 2021.

The KI Pathways business offers academic preparation programs designed for international students who wish to study for degrees at universities in English-speaking countries. KI Pathways also recruits international students for enrollment in certain U.S., U.K. and Canadian university partner programs. In 2024, university preparation programs were delivered in Australia, Japan, Singapore, and the U.K.

The Kaplan Languages Group (KLG) business is comprised of Kaplan International Languages, Alpadia Language Schools, and Azurlingua. In 2024, KLG served approximately 36,000 students in language training, academic preparation, and preparation for proficiency exams to help students advance their educational and professional goals. As of December 31, 2024, KLG operated 20 English-language Kaplan schools, with 13 located in the U.K., Ireland, and Canada and six in the U.S. and an online language school. Additionally, KLG operates four Alpadia schools, with one in France, two in Germany, and one in Switzerland, as well as Alpadia language camps for juniors (from 8+) and teens in the U.K., France, Germany and Switzerland. In 2024, KLG also acquired Azurlingua, a language school in Nice, France, offering French-language programs for adults and juniors. KLG also includes ESL Education (ESL), a study abroad agency with offices throughout Europe. ESL connects students with partner schools including KLG’s schools. The language travel business is expected to encounter ongoing headwinds on several fronts, including price competition and uncertainty around immigration and student visa policy in some markets.

MPW is a U.K. independent sixth-form college that prepares domestic and international students for the A-level examinations that U.K. universities require for admission. MPW comprises three fifth- and sixth-form colleges in London, Cambridge and Birmingham.

KI also operates Dublin Business School in Ireland, a higher education institution, and Kaplan Open Learning in the U.K., an online learning institution working in partnership with the University of Essex and the University of Liverpool. At the end of 2024, these institutions enrolled an aggregate of approximately 11,100 students.

In 2024, Kaplan Professional Middle East, a financial training business operating in the United Arab Emirates and Saudi Arabia, taught approximately 4,500 students.

U.K. Immigration Regulations. Certain KI businesses serve a significant number of international students, therefore it is critical that these businesses are able to sponsor international students to come to the U.K. United Kingdom Visas and Immigration (UKVI) administers certain regulations pursuant to which education institutions in the U.K. that wish to enroll international students are required to hold Student Visa sponsor licenses. The KI Pathways business is required to hold Student Visa licenses for international students aged 16 and above who enter the U.K. on a Student Visa to enroll in the courses KI Pathways delivers.

Each Student Visa license holder is required to hold Educational Oversight accreditation, which requires the submission of statutory data returns, reviews and inspections by the appropriate regulatory body. Student Visa license holders are also required to pass the annual Basic Compliance Assessment (BCA). For the thirteenth consecutive year, all KI institutions have retained Educational Oversight accreditation. All Student Visa annual BCA renewals have been approved. Students at English language schools generally choose to enter the U.K. on a Visitor or Short-Term Student visa. The MPW schools each hold current Student Visa and Child Student Visa (applicable to students aged 4-17) licenses and have performed well consistently, with good records in their inspections by their applicable oversight bodies.

The Higher Education and Research Act 2017 created a regulator for higher education in England, the Office for Students (OfS). All of KI’s higher education businesses in the U.K., excluding Glasgow International College and University of York International Pathway College, retained registration with the OfS in 2024 to ensure that they could continue operating and retain their Student Visa sponsor licenses and/or continue to accept students funded by U.K. student loans. Glasgow International College, located in Scotland, is not regulated by the OfS and remains overseen by the Quality Assurance Agency for Higher Education (QAA). The University of York International Pathway College forms part of the University of York’s OfS registration. No assurance can be given that each KI business in the U.K. will be able to maintain its Student Visa or Child Student Visa license and Educational Oversight or OfS/QAA registration. Maintenance of each of these approvals requires compliance with several core metrics that may be difficult to sustain. The loss by one or more institutions of the Student Visa or Child Student Visa license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results.

Asia Pacific. In the Asia Pacific region, Kaplan operates businesses primarily in Singapore, Australia, New Zealand and the People’s Republic of China, including the Hong Kong Special Administrative Region (Hong Kong).

Singapore. In Singapore, Kaplan operates two businesses: Kaplan Higher Education and Kaplan Financial. During 2024, the Kaplan Higher Education and Kaplan Financial divisions served more than 5,900 students from Singapore and approximately 4,300 students from other countries throughout Asia and Western Europe. Kaplan Financial provided short courses to approximately 600 professionals, managers, executives and businesspeople in 2024.

Kaplan Singapore’s Higher Education business provides students with the opportunity to earn bachelor’s and postgraduate degrees in various fields on either a part-time or full-time basis. Kaplan Singapore’s students receive degrees from affiliated educational institutions in Australia, Ireland and the U.K. In addition, this division offers pre-university and diploma programs.

Kaplan Singapore’s Kaplan Financial business provides preparatory courses for professional qualifications in accountancy and finance, such as the Association of Chartered Certified Accountants (ACCA), Chartered Financial Analyst (CFA) and Singapore Chartered Accountant (SCA).

Australia. In Australia, Kaplan delivers a broad range of financial services programs from certificate level through master’s level, professional development offerings through Kaplan Professional, and higher education programs in business, accounting, business analytics, hospitality, and information technology through Kaplan Business School. In 2024, Kaplan Business School provided courses to approximately 10,800 students through face-to-face and online modalities. Kaplan Professional offered programs to approximately 25,000 students through online or distance-learning programs. In 2024, Kaplan Professional also had approximately 49,000 subscribers for Ontrack, its continuing professional development platform for financial services professionals.

The Kaplan Australia Pathways business is also part of KI Pathways. In 2024, it consisted of Murdoch College, the University of Newcastle College of International Education and the University of Adelaide College, and offered face-to-face pathways and foundational education to approximately 2,100 students wishing to enter the associated universities. In October 2024, Kaplan received regulatory approval to be the registered provider for pathways programs transitioning into the newly established Adelaide University (formed by the merger of the University of Adelaide and the University of South Australia).

At the end of 2024, Australia introduced an indicative Student Visa approval allocation for post-secondary education providers. A slow down in Student Visa approvals will apply once the institution reaches 80% of its indicative visa approval allocation. These measures are impacting, and will continue to impact, Kaplan’s international student recruitment for its colleges and partner universities.

Kaplan International New Zealand operates a pathways college in Auckland in partnership with Massey University, known as Massey University College.

Kaplan Australia sold Red Marker Pty Ltd., a machine learning and artificial intelligence-based provider of legal risk detection for digital, advertising and marketing content, in July 2024.

Hong Kong. In Hong Kong, Kaplan operates three main business units: Kaplan Financial, Kaplan Language Training and Kaplan Higher Education, serving approximately 5,100 students annually.

Kaplan Hong Kong’s Financial division delivers preparatory courses to students and business executives wishing to earn professional qualifications in accountancy, financial markets designations and other professional fields.

Kaplan Hong Kong’s Language Training division offers test preparation for both overseas study and college applications, including TOEFL, IELTS, SAT and GMAT.

Kaplan Hong Kong’s Higher Education division offers both part-time and full-time programs to local students in Hong Kong and international students from Europe, providing students with the opportunity to earn diplomas, bachelor’s and postgraduate degrees in various fields from affiliated educational institutions in Australia, the U.K. and Germany.

In 2014, Kaplan Holdings Limited (Hong Kong) signed a joint venture agreement with CITIC Press Corporation. Under the terms of the agreement, the parties incorporated a joint venture company, Kaplan CITIC Education Co. Limited, 49% of which is owned by Kaplan Holdings Limited. The joint venture company carried out the publishing and distribution of Kaplan Financial training products in the People’s Republic of China. In 2024, the parties signed an agreement terminating the joint venture, and in its place have entered into licensing arrangements for specified content in China. Kaplan CITIC Education Co. is in the process of voluntary liquidation.

Each of Kaplan’s international businesses is subject to unique and often complex regulatory environments in the countries in which they operate, and the degree of consistency in the application and interpretation of such regulations can vary significantly in certain jurisdictions.

Kaplan North America

KNA is comprised of two segments, Kaplan Higher Education and Kaplan Supplemental Education. Through its KHE segment, KNA provides operational support services to institutions of higher education for their online certificate and degree programs. KNA’s non-academic operational support services are provided to institutions such as Purdue University, Purdue University Global, Creighton University, Wake Forest University, Lynn University and UMass Global. Through its Supplemental Education segment, KNA sells exam preparation, professional licensure, certification, and continuing education courses directly to students and professionals, and indirectly through agreements with institutions and corporations or governmental entities servicing public schools and institutions. This segment also develops and delivers online courses for high school students to explore careers and future study (Prelum). The Supplemental Education segment also provides career and education advisory services to corporations and state governments and their employees and, through a subsidiary, creates questions for the state bar exam for the state of California through an agreement with the State Bar of California.

Kaplan Higher Education

Transition and Support Operations for Purdue University Global. KNA provides operations support functions to Purdue University Global (Purdue Global), which operates largely online as an Indiana public university affiliated with Purdue University. The operations support activities that KNA provides to Purdue Global include technology support, helpdesk functions, admissions support, financial aid processing, back-office business functions, certain test preparation and other non-academic functions. KNA also provides similar functions for online programs of other university partners such as Wake Forest University, University of Massachusetts, and Creighton University.

The support functions provided to Purdue Global are provided under a Transition and Operations Support Agreement (TOSA), which was entered into in March 2018 at the time Kaplan transferred the institutional assets and academic operations of Kaplan University (its postsecondary education operations) to Purdue Global. The TOSA was amended in July 2019. Pursuant to the TOSA, KNA is not entitled to receive any reimbursement of costs incurred in providing support functions, or any fee, unless and until Purdue Global has first covered all of its academic costs (subject to a cap). If Purdue Global achieves cost efficiencies in its operations, Purdue Global may be entitled to an additional payment equal to 20% of such cost efficiencies (Purdue Efficiency Payment). In addition, during each of Purdue Global’s first five years until 2023, prior to any payment to KNA, Purdue Global was entitled to a priority payment of $10 million per year beyond costs (Purdue Priority Payment). Upon closing of the transaction, Kaplan paid to Purdue Global an advance in the amount of $20 million, representing, and in lieu of, a Purdue Priority Payment for each of the fiscal years ending June 30, 2019, and June 30, 2020. Kaplan is entitled to reimbursement of this advance, subject to available cash or upon termination of the TOSA.

To the extent that there is remaining revenue, KNA is then reimbursed for its operating costs (subject to a cap) of providing the support functions. If KNA achieves cost efficiencies in its operations, then KNA may be entitled to an additional payment equal to 20% of such cost efficiencies (KNA Efficiency Payment). The TOSA, as amended, reflects the parties’ intent that, subject to available cash (calculated as cash balance minus cash deficiencies, if any, projected for the next six-month period based on applicable budget), KNA is entitled to receive a payment equal to 12.5% (increased to 13% beginning on June 30, 2023 and through June 30, 2027) of Purdue Global’s revenue, which serves as the deferred purchase price for the transfer of Kaplan University to Purdue Global (Deferred Purchase Price). Separately, KNA is entitled to a fee for services provided equal to 8% of KNA’s costs of providing such services to Purdue Global (Contributor Service Fee). KNA’s Contributor Service Fee is deducted from any amounts owed to KNA for the Deferred Purchase Price. Together, these payments are known as “Contributor Compensation.” In each case, the Contributor Compensation remains subject to available cash and certain limitations on unpaid amounts carrying over from year to year.

In addition, beginning in 2023, to the extent that there are sufficient revenues after payment of the KNA Efficiency Payment (if any), Purdue Global is entitled to an annual payment equal to 10% of the remaining revenue after the KNA Efficiency Payment (if any) is paid, subject to certain other adjustments.

The TOSA has a 30-year initial term, which will automatically renew for five-year periods unless terminated. After the sixth year, Purdue Global has the right to terminate the agreement upon payment of an early termination fee equal to 125% of Purdue Global’s total revenue earned during the preceding 12-month period, which payment would be made pursuant to a 10-year note, and at the election of Purdue Global, for no additional consideration, it may receive certain tangible assets used exclusively by KNA to provide the support functions pursuant to the TOSA. At the end of the 30-year term, if Purdue Global does not renew the TOSA, Purdue Global will be obligated to make a final payment of 75% of its total revenue earned during the preceding 12-month period, which payment will be made pursuant to a 10-year note, and, at the election of Purdue Global, for no additional consideration, it may receive certain assets used exclusively by KNA to provide the support activities pursuant to the TOSA. Either party may terminate the TOSA at any time if Purdue Global generates (i) $25 million in cash operating losses for three consecutive years or (ii) aggregate cash operating losses greater than $75 million at any point during the initial term. Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year. Upon termination for any reason, Purdue Global will retain the assets that Kaplan contributed pursuant to the TOSA. Each party also has certain termination rights in connection with a material default or material breach of the TOSA by the other party. Short of termination, Purdue Global has the right to take over from Kaplan the provision of certain back-office support functions at any time with nine months’ notice. Those functions include technology support, human resources, facility and property management, finance and accounting, communications, and default management. In 2022, pursuant to the TOSA, Purdue Global began providing certain functions previously provided by KNA in-house. Those functions include human resources, finance and accounting, facility management, and communications services.

Postsecondary Online Managed Services. In addition to services provided to Purdue Global through the TOSA, KNA provides specific non-academic managed services to online university programs at institutions including Wake Forest University, Creighton University, Lynn University, University of Massachusetts Global, and Purdue University, serving 80,208 students in 2024. These services include analytics, technology support, marketing, student advising and admissions support, and curriculum development support. Kaplan receives payment from university clients for these services, which may be based in part on the revenue of the programs Kaplan supports.

Higher Education Regulatory Environment. KNA no longer owns or operates Kaplan University or any other institution participating in student financial aid programs created under Title IV of the U.S. Federal Higher Education Act of 1965 (Higher Education Act), as amended (Title IV). KNA provides services to Purdue Global, Purdue University, Wake Forest University, Lynn University, University of Massachusetts Global, Creighton University, and other Title IV participating institutions that may require KNA to comply with certain laws and regulations, including applicable statutory provisions of Title IV. Currently, KNA also provides financial aid services to Purdue Global (but no other institution). Due to the provision of these services to Purdue Global, pursuant to current U.S. Department of Education (ED) guidance, KNA meets the definition of a “Third-Party Servicer” contained in the Title IV regulations. As a Third-Party Servicer, KNA is subject to applicable statutory provisions of Title IV and ED regulations that, among other things, require KNA to be jointly and severally liable with Purdue Global to the ED for any violation by KNA or Purdue Global of any Title IV statute or ED regulation or requirement. Changes to the ED’s guidance on Third-Party Servicers, including a change to the definition of what entity or services fall within the scope of the Third-Party Servicer regulations, could cause KNA to be considered a Third-Party Servicer for other university clients. KNA is also subject to other federal and state laws, including, but not limited to, federal and state consumer protection laws and rules prohibiting unfair or deceptive marketing practices, data privacy, data protection and information security requirements established by federal, state and foreign governments, including, for example, the Federal Trade Commission and the applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records. KNA’s failure to comply with these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example:

•The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution;

•Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements;

•Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and

•Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.

The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. For example, borrower defense to repayment (BDTR) regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharges may create liability for Kaplan as a past owner of Title IV eligible institutions. The ED also finalized changes to the BDTR regulations which expand the types of claims that can be made by students, reinstating the ability of the ED to consider claims as a group, removing limitation periods on claims, and changing the process for seeking recoupment from institutions. In addition, as part of a Negotiated Rulemaking, new rules and changes to existing rules were finalized by the ED in the fourth quarter of 2022 and became effective on July 1, 2023. Included in these new rules is a change to the Title IV definition of “nonprofit” institution to generally exclude from that definition any institution that is an obligor on a debt owed to a former owner of the institution or that maintains a revenue-based service agreement with a former owner of the institution. The ED intends to apply this new definition to public institutions as well as private nonprofit institutions. Such regulatory changes, including those described above, could subject Kaplan or its partner institutions to additional regulatory requirements and liabilities.

Incentive compensation. Under the ED’s incentive compensation rule, an institution participating in Title IV programs may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid. KNA is a third party providing bundled services to Title IV participating institutions that include recruiting and, in the case of Purdue Global, financial aid services. As such, KNA is also subject to the incentive compensation rules as applied to the institutions it serves and cannot provide any commission, bonus or other incentive payment to any covered employees, subcontractors or other party engaged in certain student recruiting, admission or financial aid activities based on success in securing enrollments or financial aid. In addition, tuition revenue-sharing payments to KNA under the TOSA (as well as any other agreement with any Title IV participating institution) must comply with the ED’s revenue sharing guidance related to bundled services agreements. For more information, see Item 1A. Risk Factors. Failure to Comply with the ED’s Title IV Incentive Compensation Rule Could Subject Kaplan to Liabilities, Sanctions and Fines.

Misrepresentations. A Title IV participating institution is required to comply with the ED regulations related to misrepresentations and with related federal and state laws. These laws and regulations are broad in scope and may extend to statements by servicers, such as KNA, that provide marketing or certain other services to such institutions. The laws and regulations may also apply to KNA’s employees and agents with respect to statements addressing the nature of an institution’s programs, financial charges or the employability of its graduates. Additionally, failure to comply with these and other federal and state laws and regulations regarding misrepresentations and marketing practices could result in the imposition on KNA or its client institutions of fines, other sanctions or liabilities, including, without limitation, federal student aid repayment obligations to the ED, the termination or limitation on KNA’s eligibility to provide services as a third-party servicer to Title IV participating institutions, the termination or limitation of a client institution’s eligibility to participate in the Title IV programs, or legal action by students or other third parties. A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from losses resulting from the violation and could result in fines, other sanctions or liabilities imposed on KNA.

Compliance by client institutions with Title IV program requirements and other federal, state and accreditation requirements. KNA currently provides services to education institutions that are subject to federal and state laws and regulations and extensive accrediting body requirements. A material portion of KNA’s revenues is attributable to deferred purchase price and service fees it receives under the TOSA with Purdue Global, which are dependent upon revenues generated by Purdue Global and Purdue Global’s eligibility to participate in the Title IV federal student aid program. To maintain Title IV eligibility, Purdue Global and KNA’s other client institutions must be certified by the ED as eligible institutions, maintain authorizations by applicable state education agencies and be accredited by an accrediting commission recognized by the ED. Purdue Global and KNA’s other client institutions must also comply with the extensive statutory and regulatory requirements of the Higher Education Act and other state and federal laws and accrediting standards relating to their financial aid management, educational programs, financial strength, disbursement and return of Title IV funds, facilities, recruiting practices, representations made by the school and other parties, and various other matters. Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans, permit borrower defenses to repayment of Title IV loans based on certain conduct of the institution, establish specific measures of financial responsibility and administrative capability, regulate the addition of new campuses and programs and other institutional changes, require compliance with state professional licensure board requirements to the extent applicable to institutional programs and require state authorization and institutional and programmatic accreditation. If the ED finds that Purdue Global or other client institutions have failed to comply with

Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to:

•fining the school;

•requiring the school to repay Title IV program funds;

•limiting or terminating the school’s eligibility to participate in Title IV programs;

•initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing;

•transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds;

•requiring the school to submit a letter of credit;

•denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and

•referring the matter for possible civil or criminal investigation.

If Purdue Global or other client institutions lose or have limits placed on their Title IV eligibility, accreditation or state licensure, or if they are subject to fines, repayment obligations or other adverse actions due to their or KNA’s noncompliance with Title IV regulations, accreditor or state agency requirements or other state or federal laws, KNA’s financial results of operations could be adversely affected. After acquiring Kaplan University, on August 3, 2018, Purdue Global received an updated Provisional Program Participation Agreement (PPPA) from the ED which is necessary for continued participation in the federal Title IV programs after the change in ownership from Kaplan to Purdue. On November 25, 2024, the ED approved Purdue Global’s Application for Participation in the Title IV program and granted a full Program Participation Agreement. This Program Participation Agreement expires on December 31, 2028, and will need to be renewed prior to that date pursuant to federal regulations. Per the terms of the Program Participation Agreement, Purdue Global must report to the ED any accreditation or governmental agency action or class action lawsuit.

Compliance, regulatory actions, reviews and litigation. KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED, the ED’s Office of the Inspector General, accrediting bodies and state and various other federal agencies. These compliance reviews could result in findings of noncompliance with statutory and regulatory requirements that could, in turn, result in the imposition of fines, liabilities, civil or criminal penalties or other sanctions against KNA and its client institutions. Separately, if KNA provides financial aid services to more than one Title IV participating institution (i.e., one or more participating institutions in addition to Purdue Global), or if the ED expands the current interpretation of the definition of Third-Party Servicer to include services in addition to providing financial aid services, KNA will be required to arrange for an independent auditor to conduct an annual Title IV compliance audit of KNA’s compliance with applicable ED requirements. KNA’s client institutions are also required to arrange for an independent auditor to conduct an annual Title IV compliance audit of their compliance with applicable ED requirements, including requirements related to services provided by KNA.

In May 2021, Kaplan received notice from the ED that it would be conducting a fact-finding process pursuant to the BDTR regulations to determine the validity of BDTR claims and a request for documents related to several of Kaplan’s previously owned schools. In 2021, Kaplan received BDTR applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from former Kaplan University students. It is not clear to what extent the ED will exclude claims based on the underlying statutes of limitations, evidence provided by Kaplan, prior settlements with these students relieving their debt outside of the BDTR process, or any prior investigation related to schools attended by the student applicants. The ED’s process for adjudicating these claims is subject to the borrower defense regulations including those finalized in 2022 and effective July 1, 2023. Compared to the previous rule, the new rule in part, expands actions that can give rise to claims for discharge; provides that the borrower’s claim will be presumed true if the institution does not provide any responsive evidence; provides an easier process for group claims; and relies on current program review penalty hearing processes for discharge recoupment. Under the rule, the recoupment process applies only to loans first disbursed after July 1, 2023; however, the discharge process and standards apply to any pending application regardless of the loan date.

Kaplan believes it has substantive as well as procedural defenses to the borrower defense claims that would bar any student discharge or school liability, including that the claims are barred by the applicable statute of limitations, are unproven, incomplete and fail to meet regulatory filing requirements. Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges. Kaplan responded to the initial set of claims in 2021 with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit, and support the denial of all such claims by the ED. Kaplan intends to similarly respond to any new claims that apply to Kaplan University or other prior Kaplan-owned schools. If the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.

As part of the Sweet v. Cardona settlement described below, the ED agreed to review any BDTR applications submitted between June 23, 2022 and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students. Kaplan received those applications and believes none of the applications has merit and that the applications are far outside any statute of limitations period and accordingly Kaplan responded similarly to responses for prior claims. The total discharge amount sought or how much of that amount would apply to Kaplan University students is not fully known. The Sweet v. Cardona settlement requires the ED to adjudicate applications received during the designated time period pursuant to the requirements of the 2016 Borrower Defense Regulation. As noted, if the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. Kaplan believes it has significant defenses against any attempt by the ED at recoupment including the claims’ collective lack of merit, the applicable statute of limitations periods, and the ED’s standing for recoupment given the Sweet settlement described below. Regardless, if the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.

In November 2022, the Northern District of California approved the settlement agreement in the lawsuit Sweet v. Cardona. The Plaintiffs in that lawsuit claimed that the ED failed to properly consider and decide pending BDTR claims. As part of the settlement, the ED agreed to discharge loans of borrowers who attended 150 specific schools, including all schools formerly owned by Kaplan, and who had BDTR claims pending as of the June 22, 2022 settlement execution date. This discharge will likely cover each of the first set of applications the ED sent to Kaplan and to which Kaplan previously responded. The ED and the Court made clear that these discharges as part of a settlement are not determinations that the pending BDTR claims are valid and the fact of the settlement discharge cannot be used as evidence of any determination of wrongdoing by the institutions. However, despite the fact that the loans are discharged per the settlement, the ED may still attempt to separately adjudicate the associated BDTR claims and follow the regulatory process for seeking recoupment from the institutions for such claims. As noted above, this settlement likely also applies to the resolution, future adjudication, and possible discharge of the newly noticed claims. As also noted, the ED could attempt to recoup from Kaplan some or all of any discharged amount for the newly noticed claims.

In addition, Kaplan could be the subject of future compliance reviews or lawsuits related to formerly owned Kaplan University and KHE schools in connection with the pre-sale conduct of such schools that could result in monetary liabilities or fines or other sanctions against Kaplan.

Supplemental Education

KNA’s Supplemental Education segment includes exam preparation, professional licensure and certification, corporate training, career advising, and continuing education as well as Prelum programs. KNA offers a wide array of programs and services across various markets focusing on lifetime value creation and professional lifecycles. These markets are discussed below.

In 2024, KNA served over 713,951 students through its exam preparation, professional licensure and certification, and corporate training and continuing education programs and related products (such as tutoring, online question banks and online practice tests), excluding sales of test prep books by third-party retailers. KNA also publishes test preparation and reference resources sold through retail channels. At the end of 2024, KNA published approximately 1,197 titles available in digital and print formats, including approximately 339 digital products, and sold approximately 1,317,333 books in 2024. Virtually all KNA exam preparation programs are offered online, typically in a live online classroom or a self-study format, although some programs are offered in person. Private tutoring services are provided online. In 2024, KNA served approximately 3,261 business-to-business clients, including approximately 161 Fortune 500 companies.

High School Segment. KNA provides exam preparation for high school students under the Kaplan Test Prep and Barron’s Educational Series brands for a broad range of standardized, high-stakes tests, including the SAT, ACT, and AP Exams. KNA also provides college advising, admissions consulting, tutoring and other advisory services.

Pre-college Programs. KNA provides online Prelum programs for high school students to explore careers and courses in partnership with leading postsecondary institutions. The programs also enable KNA’s university partners to build a relationship with prospective students and to introduce them to their academic offerings, unique educational approach and culture. KNA’s Prelum programs have served thousands of students all over the world and in all 50 states, and include more than 75 programs in partnership with 11 highly ranked and respected universities.

College Segment. KNA provides exam preparation for students under Kaplan Test Prep and Manhattan Prep including the law school admissions test (LSAT), the medical college admissions test (MCAT), graduate admissions tests (GMAT and GRE), and licensing exam preparation for engineers, architects and designers. This segment also provides preparation for Engineering & Architecture certification exams under the PPI brand and for state attorney licensure exams in 50 jurisdictions through Kaplan Bar Review and Preliminary Multistate Bar Review (PMBR). In 2024, KNA began exam development for state bar examinations. Also in 2024, KNA was awarded a contract with the State of Illinois to provide graduate school and licensure test preparation for the LSAT, MCAT, GMAT and GRE and license and certificate courses in nursing, financial services, real estate, and engineering to all Illinois public university students and all students at five community colleges in Illinois. The contract has a five-year initial term, which is subject to annual reappropriation of funds and has one optional five-year renewal term for a total contract term of 10 years.

Health Segment. KNA provides professional licensure exam preparation for physicians (USMLE), nurses (NCLEX), pharmacists (NAPLEX), dentists (NBDE) and physician assistants (PANCE). Under the brand i-Human Patients, KNA offers online, simulated patient interaction training for medical health professionals, which is typically purchased by medical, nursing and physician assistant schools. KNA’s USMLE in-person programs are accredited and the Student and Exchange Visitor Program (SEVP) is approved for F-1 students and operates under the Kaplan Medical Prep brand. Under the brand, Projects in Knowledge, KNA offers continuing medical education for physicians, nurses and pharmacists which is accredited by Joint Accreditation for Interprofessional Continuing Education.

Finance and Real Estate Segment. Through live and online instruction, KNA provides professional license test preparation, licensing and continuing education, as well as leadership and professional development programs to businesses and individuals in accounting, insurance, securities, real estate, financial services and wealth management. Programs are operated under the brands Dearborn Real Estate Education, Kaplan Real Estate Education, Bob Hogue School of Real Estate, Kaplan Financial Education and Kaplan Schweser. Additionally, KNA collaborates with organizations to solve their talent management challenges through customized corporate learning and development solutions.

Government Segment. KNA offers preparation programs for the Armed Services Vocational Aptitude Battery (ASVAB) that measures developed abilities and helps predict future academic and occupational success in the military. It also offers practice test questions for Navy advancement exams on a subscription basis through the brand, Bluejacketeer.

TELEVISION BROADCASTING

Graham Media Group, Inc. (GMG), a subsidiary of the Company, owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as Social News Desk, a provider of social media management tools for news, government, education, and enterprise sectors. The following table sets forth certain information with respect to each of the Company’s television stations:

(a) Source: 2024/2025 Local Television Market Universe Estimates, the Nielsen Company, September 2024 and effective January 1, 2025, based on television homes in DMA (see note (b) below).

(b) Full-power commercial TV stations, Designated Market Area (DMA) is a market designation of the Nielsen Company that defines each television market exclusive of another, based on measured viewing patterns.

Revenue from broadcasting operations is derived primarily from the sale of advertising to local, regional and national advertisers. In 2024, advertising revenue accounted for 62% of the total revenue for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature. These factors include a station’s audience share and market ranking; seasonal fluctuations in demand for airtime; annual or biannual events, such as sporting events and political elections; and broader economic and other market trends, including alternative advertising platforms (e.g., digital advertising), among others.

GMG also derives significant revenue from retransmission agreements with traditional cable, satellite and other multichannel video program distributors (MVPDs), which typically provide for payment to GMG on a per-subscriber basis, as well as agreements with various digital platforms.

Regulation of Broadcasting and Related Matters

GMG’s television broadcasting operations are subject to the jurisdiction of the U.S. Federal Communications Commission (FCC) under the U.S. Federal Communications Act of 1934, as amended (Communications Act). Each GMG television station holds an FCC license that is renewable upon application for an eight-year period. As shown in the table above, the current terms of the GMG station licenses expire between 2028 and 2030. GMG expects the FCC to grant future license renewal applications for its stations in due course, but cannot provide any assurances that the FCC will do so.

Digital Television (DTV) and Spectrum Issues. Each GMG station (and each full-power television station nationwide) broadcasts only in a digital format, which allows transmission of HDTV programming and multiple channels of standard-definition television programming (multicasting).

Television stations may receive interference from a variety of sources, including interference from other broadcast stations, that is below a threshold established by the FCC. That interference could limit viewers’ ability to receive television stations’ signals. The amount of interference received by television stations could increase in the future based on the FCC’s decision to allow electronic devices, known as “white space,” devices, to operate in the television frequency band on an unlicensed basis on channels not used by nearby television stations.

In November 2017, the FCC voted to adopt rules authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV (NextGenTV) or ATSC 3.0. The new standard is designed to allow broadcasters to provide consumers with better sound and picture quality; hyper-localized programming, including news and weather; enhanced emergency alerts; and improved mobile reception. The ATSC 3.0 standard allows for the use of targeted advertising and more efficient use of spectrum by, for example, allowing for more multicast streams to be aired on the same six-megahertz channel. ATSC 3.0 is not backward compatible with existing television equipment (although certain adapters/converter boxes are now commercially available), and the FCC’s rules require full-power television stations that transition to the new standard to continue broadcasting a signal in the existing DTV standard (ATSC 1.0) until the FCC phases out the requirement in a future order. A transitioning station’s DTV-formatted content must be substantially similar to the programming aired on its ATSC 3.0 channel until July 17, 2027, to ensure that viewers continue to have access to the same DTV-formatted programming during the transition to the NextGenTV standard. As of December 31, 2024, GMG is broadcasting in the ATSC 3.0 standard on all of its stations. It is too soon to predict precisely how the use of broadcast spectrum for ATSC 3.0 services could impact the broadcast industry.

In recent years, the FCC has authorized the use by wireless broadband providers and other unlicensed devices of certain bands of spectrum that have historically been used by broadcast stations and satellite operators. Broadcasters continue to urge the FCC to ensure that broadcast operations are protected against interference from unlicensed devices operating in those bands. In November 2023, GMG timely filed a certification identifying all of its current, active authorizations in the 12.7-13.25 GHz band of spectrum, as required by the FCC as it considers whether to allow unlicensed devices to operate in that band. The extent to which GMG’s broadcast business will be affected by FCC action allowing unlicensed devices to operate in bands of spectrum used by broadcasters is not yet known.

Carriage of Local Broadcast Signals. Congress has established, and periodically extended or otherwise modified, various statutory copyright licensing regimes governing the local and distant carriage of broadcast television signals on traditional cable and satellite systems. At present, the statutory copyright license does not extend to so-called “virtual” MVPDs (vMVPDs) that distribute programming via the internet. GMG cannot predict whether or how Congress may maintain or modify these regimes in the future, or what effect such decisions would have on its broadcast operations.

The Communications Act and FCC rules allow a commercial television broadcast station, under certain circumstances, to insist on mandatory carriage of its signal on cable systems serving the station’s market area (referred to as “must carry”). Alternatively, stations may elect, at three-year intervals, to forgo must-carry rights and allow their signals to be carried by cable systems only pursuant to a “retransmission consent” agreement negotiated by the broadcaster and the cable provider. A station that fails to make a timely carriage election is presumed to have elected “must carry.”

Commercial television stations may also elect either mandatory carriage or retransmission consent with respect to the carriage of their signals on direct broadcast satellite (DBS) systems that provide “local-into-local” service (i.e., systems that distribute the signals of local television stations to viewers in the local market area). A station that fails to make a timely carriage election on a DBS system has no mandatory carriage right and retains only its retransmission consent rights.

Stations that elect retransmission consent may negotiate for compensation from cable and DBS systems in exchange for the right to carry their signals. Retransmission consent elections must be made every three years. The most recent election deadline was October 1, 2023. Each of GMG’s television stations has elected retransmission consent for both cable and DBS operators, and each is carried on all of the major cable and DBS systems serving each station’s respective local market pursuant to retransmission consent agreements.

Statutory changes over the last several years have resulted in changes to certain FCC rules governing retransmission consent negotiations. Pursuant to the Television Viewer Protection Act, enacted on December 20, 2019, the FCC made changes to the “good faith” standards that govern retransmission consent negotiations, as a result of which “large station groups” (groups of television broadcast stations that have a national audience reach of more than 20%) are required to negotiate in good faith with MVPD “buying groups” (entities that negotiate on behalf of multiple small MVPDs). GMG does not qualify as a “large station group” under the statute and therefore is not subject to this obligation. While GMG does not anticipate that these rules will materially affect its bargaining position in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power), such changes could have a material effect on GMG’s retransmission consent revenues.

In 2014, the FCC opened a proceeding to consider whether certain vMVPDs should be classified as MVPDs and thus subject to the retransmission consent rules. More than 10 years later, the FCC has taken no action in that proceeding, despite broadcasters’ sustained advocacy efforts. Because the retransmission consent rules at present do not apply to vMVPDs such as YouTube TV, Hulu + Live TV, FuboTV, and DIRECTV Stream, the national broadcast networks negotiate agreements with vMVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are unable to negotiate directly with vMVPDs to reach agreements for the carriage of their signals. Unless the FCC enacts rules (or Congress enacts legislation) that classify vMVPDs as MVPDs subject to the retransmission consent rules, GMG may be unable to negotiate carriage agreements with these distribution services that include the payment of market-based retransmission fees. At the same time, broadcasters have no “must carry” rights with respect to vMVPDs and thus often cannot secure carriage of non-network-affiliated commercial television stations on vMVPD platforms. As one example, WJXT-TV is not carried on Hulu + Live TV. The current rules are significant to GMG stations as vMVPD subscriber numbers continue to increase. vMVPD YouTube TV is predicted to be the largest pay-TV provider by 2026, surpassing traditional facilities-based cable and satellite distributors.

The FCC has also considered proposals to alter its rules governing network non-duplication and syndicated exclusivity. More than 10 years ago, in March 2014, the FCC solicited comments on a proposal to eliminate its network non-duplication and syndicated exclusivity rules, which restrict the ability of cable operators, DBS systems and other distributors classified by the FCC as MVPDs to import the signals of out-of-market television stations with duplicate programming during retransmission consent disputes or otherwise. The FCC has not acted on that proposal. If Congress or the FCC were to enact further changes to the exclusivity rules, such changes could materially affect the GMG stations’ bargaining position in future retransmission consent negotiations.

Ownership Limits. The Communications Act andthe FCC’s rules limit the numberand types of media outlets in which a single personor entitymay have an attributable interest. The FCC is required by statute to review its media ownership rules (with the exception of the national television ownership rule, discussed below) every four years to determine whether those rules remain necessary in the public interest as a result of competition. This process is referred to as the quadrennial review. The media ownership rule most relevant to GMG is the local television ownership rule. The rule prohibits one broadcaster from owning (or having an attributable interest in) two full-power television stations licensed in the same Nielsen DMA if both of them are ranked among the top four stations in the market, unless the broadcaster can demonstrate to the FCC that the combination serves the public interest. Ownership of more than two, full-power television stations in a single market is generally prohibited.

The Commission initiated the 2018 quadrennial review in December 2018 and completed it via a Report and Order dated December 26, 2023 (2023 Order). The 2023 Order largely retains the current local television ownership rule without significant substantive change, with one exception: going forward, the rule generally will prohibit a broadcaster from acquiring a second (or additional) top-four network affiliation and placing it on a station’s multicast stream or on a commonly owned low power television station in the same market. The 2023 Order exempts from this restriction ownership of two or more top-four network affiliations resulting from organic growth of a station’s market share or from a network’s choice to move an affiliation between stations in a market. In March 2024, the National Association of Broadcasters and several broadcast groups filed petitions for review of the 2023 Order, challenging the 2023 Order as contrary to the Communications Act. The litigation has been consolidated in the Eighth Circuit Court of Appeals in St. Louis, Missouri. Briefing has been completed, but no date for oral argument has yet been set.

The 2022 quadrennial review, which the FCC initiated in December 2022, is pending.

It remains to be seen whether and how the pending litigation challenging the FCC’s 2023 Order might affect the FCC’s action in the 2022 quadrennial review proceeding. GMG’s ability to enter into certain transactions in the future may be affected by resolution of the legal challenge to the ownership rules articulated in the 2023 Order and/or by the resolution of the 2022 quadrennial review proceeding.

Under the national television ownership rule, a single person or entity may have an attributable interest in an unlimited number of television stations nationwide, as long as the aggregate audience reach of such stations does not exceed 39% of nationwide television households and as long as such interest complies with the FCC’s other ownership restrictions. That calculation takes into account the 50% Ultra High Frequency (UHF) discount, under which stations broadcasting on UHF channels are credited with only half the number of households in their market. In December 2017, the FCC initiated a rule-making proceeding seeking comments regarding its authority to modify or eliminate the national television ownership cap, as well as the potential elimination of the UHF discount. That proceeding remains open.

Programming. Six of GMG’s seven stations are affiliated on their primary stream with one of the national television networks that provides a substantial amount of programming to their television station affiliates. The expiration dates of GMG’s affiliation agreements are set forth in the table at the beginning of this Television Broadcasting section. WJXT, one of GMG’s Jacksonville stations, has operated as an independent station since 2002. In addition, each of the GMG stations receives programming from syndicators and other third-party programming providers. GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations, and any substantial decline in the quality or availability of this programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising and distribution revenues, or enter into certain transactions in the future. In addition, the advent of network direct-to-consumer platforms such as Paramount+ and Peacock potentially impacts the value of programming provided by the national networks, much of which is also available on the network-owned streaming platforms. The availability of network programming to subscribers on those platforms could affect GMG’s leverage in its retransmission consent negotiations.

Public Interest Obligations. To satisfy FCC requirements, stations are generally expected to air a specified number of hours of programming intended to serve the educational and informational needs of children and to complete reports on an annual basis concerning children’s programming. At present, the rules require stations to air at least 156 hours annually of “core programs,” including at least 26 hours per quarter of regularly scheduled weekly programs. In July 2019, the FCC modified the children’s programming rules to provide broadcasters with more flexibility in meeting their public interest obligations. Among other things, the current rules allow up to 52 hours per year of children’s programming to consist of educational specials and/or short-form programming. The prior rules required all qualifying programming to be regularly scheduled and aired in 30-minute blocks. While stations are required to air the substantial majority of their educational and informational children’s programming on their primary program stream, under the current rules they may now air up to 13 hours per quarter of regularly scheduled weekly programming on a multicast stream. In addition, the FCC requires stations to limit the amount of advertising that appears during certain children’s programs.

Other FCC regulations and policies ensure that broadcast licensees operate in the public interest, including rules requiring the disclosure of certain information and documents in an online public inspection file; rules requiring the closed-captioning of programming to assist television viewing by the hearing impaired; video description rules to assist television viewing by the visually impaired; rules concerning the captioning of video programming distributed via the internet; rules governing the broadcast of emergency alerts; rules requiring broadcasters to maintain equal employment opportunity recruitment programs; rules imposing certain inquiry, disclosure, and recordkeeping requirements related to programming sponsored by foreign governmental entities; and rules concerning the volume of commercials. Compliance with these rules imposes additional costs on the GMG stations that could affect GMG’s operations.

Political Advertising. The FCC regulates the sale of advertising by GMG’s stations to candidates for public office and imposes other obligations regarding the broadcast of political announcements more generally, including the disclosure of certain information related to such advertising in the station’s online public inspection file. The application of these regulations may limit the advertising revenues of GMG’s television stations during the periods preceding elections. Failure to comply with the political advertising rules may result in enforcement actions by the FCC. The Company has procedures in place regarding compliance with the FCC’s political advertising rules and seeks the advice and guidance of outside counsel as appropriate, but cannot predict how the FCC’s future application of these rules will affect GMG’s stations.

Broadcast Indecency. The FCC’s policies prohibit the broadcast of indecent and profane material during certain hours of the day, and the FCC may impose monetary forfeitures when it determines that a television station has violated that policy. Broadcasters have repeatedly challenged these rules, arguing, among other things, that the FCC has failed to justify its indecency decisions adequately, that the FCC’s policy is too subjective to guide broadcasters’ programming decisions, and that its enforcement approach otherwise violates the First Amendment.

The Company cannot predict how GMG’s stations may be affected by the FCC’s current or future interpretation and enforcement of its indecency policies.

MANUFACTURING

Hoover Treated Wood Products, Inc.

Hoover Treated Wood Products, Inc. (Hoover) is a supplier of pressure-impregnated kiln-dried lumber and plywood products for fire-retardant and preservative applications. Hoover, founded in 1955 and acquired by the Company in 2017, is headquartered in Augusta, GA. It operates 11 facilities across the country and services a stocking distributor network of more than 100 locations spanning the U.S. and Canada.

Group Dekko Inc.

Group Dekko Inc. (Dekko) is an electrical solutions company that focuses on innovative power charging and data systems; industrial and commercial indoor lighting solutions; and the manufacture of electrical components and assemblies for medical equipment, transportation, industrial and appliance products. Dekko, founded in 1952, is headquartered in Fort Wayne, IN, and operates 10 facilities in four states and Mexico.

Joyce/Dayton Corp.

Joyce/Dayton Corp. (Joyce/Dayton) is a leading manufacturer of screw jacks, linear actuators and related linear motion products and lifting systems in North America. Joyce/Dayton provides its lifting and positioning products to customers across a diverse range of industrial end markets, including renewable energy, metals and metalworking, oil and gas, satellite antennae and material handling sectors.

Forney Corporation

Forney Corporation (Forney) is a global supplier of burners, igniters, dampers, and controls for combustion processes in electric utility and industrial applications. Forney is headquartered in Addison, TX, and its manufacturing plant is in Monterrey, Mexico. Forney’s customers include power plants and industrial systems around the world.

HEALTHCARE

Graham Healthcare Group

Graham Healthcare Group (GHG) provides healthcare services through six businesses, the largest of which is home infusions through CSI Pharmacy and home health, hospice and palliative care. GHG served approximately 120,000 patients in 2024.

GHG’s home health, palliative and hospice operations provide services to approximately 85,000 patients annually across the states of Michigan, Illinois, Pennsylvania, Kansas, Missouri, Ohio, and Florida. GHG’s brands include Residential Home Health, Residential Hospice, Allegheny (AHN) Healthcare@Home, and Mary Free Bed at Home, and across these companies there are 19 home health, 11 hospice, and six palliative care operating units. Eleven of GHG’s 35 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients. Home health care helps patients gain independence and remain safe at home as active community members. Hospice care supports patients and their families’ unique physical, emotional, and spiritual needs, while focusing on optimizing quality of life, comfort, and dignity. Palliative care complements curative treatments and is provided by in-home nurse practitioners who aim to treat advanced pain and uncomfortable symptoms of disease. All home health, palliative, and hospice operating units are Medicare certified and accredited. GHG generates over 90% of its revenues for home health, palliative, and hospice services from Medicare and Medicare Advantage payors. The remaining sources of revenue are from Medicaid, commercial insurance, and private payors.

CSI Pharmacy, headquartered in Dallas, TX, is a nationwide specialty home infusion pharmacy licensed in 49 states serving patients suffering from chronic and rare illness. CSI Pharmacy specializes in treating rare diseases with biologics and plasma-derived therapies, with revenues derived primarily from intravenous immunoglobulin (IVIG) therapy. CSI Pharmacy delivers products to patients’ homes and employs nurses to provide the specialized infusion therapies to patients.

Clarus, based in Nashville, TN, provides call management solutions to physician groups and hospitals. Clarus replaces traditional human-staffed answering services with a SaaS-based solution. Clarus streamlines call handling, provider call coverage management, eliminates patient hold times, and manages referrals and new appointments. The solution eliminates delays, call routing errors, and malpractice risk inherent with traditional call centers.

Impact Medical operates a full-service physician practice dedicated to providing advanced care for allergies, asthma, and immunology with four locations in New Jersey and New York.

Skin Clique is a concierge aesthetic medicine and product practice. Skin Clique generates much of its revenue from neurotoxin injections and the remaining revenue from GLP-1, skin peels, skin consultations, Ultherapy, dermal fillers, microneedling, and medical-grade skin care products. Skin Clique, based in Charleston, SC, serves clients across approximately 40 states.

Surpass Behavioral Health operates 14 Applied Behavior Analysis (ABA) clinics throughout Kentucky, South Carolina and Georgia, as well as a school program in Pennsylvania and Illinois, and a positive behavior support program in Kentucky. Surpass Behavioral Health is headquartered in Nashville, TN. Approximately 75% of its revenue is generated across the 14 clinics, with a smaller portion coming from the school settings, and the remaining generated through the Kentucky positive behavior support program.

AUTOMOTIVE

Graham Automotive LLC

The Company owns a 90% interest in eight automotive dealerships in the Washington, D.C. area: Honda of Tysons Corner in Virginia, Lexus of Rockville in Maryland, Jeep in Bethesda, Maryland, Ford of Manassas in Virginia, Toyota of Woodbridge and Chrysler-Dodge-Jeep-Ram of Woodbridge in Virginia, Toyota in Henrico, Virginia, and Kia in Bethesda, Maryland. The Company has a management services agreement with an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda (formerly CarCare To Go), which provides valet repair services in the Washington, D.C. metropolitan area.

OTHER ACTIVITIES

Saatchi Online, Inc.

Saatchi Online, Inc. (Saatchi Art) including SaatchiArt.com and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., U.K. and Australia. Saatchi Art’s online art gallery features a wide selection of original paintings, drawings, sculptures and photography.

Society6, LLC

Society6, LLC (Society6) is an online art and design marketplace where a curated community of artists and designers can market and sell their original art and designs printed on a wide variety of products. Its made-to-order marketplaces, consisting of Society6.com and its wholesale channel Deny Designs, provide its artists and designers with an online commerce platform to feature and sell their original art and designs on an array of consumer products primarily in the home décor category. Deny Designs sells products to trade and hospitality clients, as well as retail distribution partners.

World of Good Brands

World of Good Brands (WGB) consists of a diverse portfolio of media properties that educate and inform consumers across a wide variety of life topics, including fitness and wellness brands such as Well+Good and Livestrong.com and Only In Your State in the travel sector. Together with these premium brands, WGB owns and operates or hosts and operates websites focused on specific categories or interests. WGB generates the majority of its media revenue from the sale of advertising.

Clyde’s Restaurant Group (Clyde’s), founded in 1963, owns and operates 14 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including six Clyde’s locations, Old Ebbitt Grill, The Hamilton, Hamilton Live, Rye Street Tavern, Cordelia Fishbar, 1789 Restaurant, Fitzgerald’s and The Tombs. Clyde’s has another restaurant under construction with the planned opening in 2026.

Framebridge, Inc.

Framebridge, Inc. (Framebridge) provides high-quality, affordable and fast custom framing directly to consumers. Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up. Framebridge is headquartered in Washington, D.C., with 32 retail locations and two manufacturing facilities in Kentucky and Virginia.

Code3

Code3 is a marketing and insights company that manages digital advertising for global and mid-market brands and early-stage companies. It delivers media, creative and data services to transform consumer and performance data into planning, content, media activation and measurement to maximize return on investment. Code3 works across platforms such as Facebook, Instagram, Amazon, Google, TikTok, X, Pinterest, Snapchat and YouTube, as well as direct digital media relationships and streaming TV and audio solutions.

Decile LLC

Decile LLC (Decile) is a customer data and analytics software company that helps marketers extract value from their proprietary first-party customer, product and sales data. Decile provides software and services to help its business clients better understand customer personas, customer acquisition and retention, product analytics and how to increase profitable growth.

The Slate Group LLC

The Slate Group LLC (Slate) publishes Slate, an online magazine. Slate features articles and podcasts analyzing news, politics and contemporary culture and adds new material on a daily basis. Content is supplied by the magazine’s own editorial staff, as well as by independent contributors. As measured by The Slate Group, Slate had an average of more than 10 million unique visitors per month and averaged more than 31 million page views per month across desktop and mobile platforms in 2024. The Slate Group owns an interest in E2J2 SAS, a company incorporated in France that produces a French-language news magazine website atslate.fr.

The FP Group

The FP Group produces Foreign Policy magazine and the ForeignPolicy.com website, which cover developments in national security, international politics, global economics and related issues. The site features analysis, unique news content, specialized channels and newsletters, and podcasts focusing on regions and topics of interest. The FP Group provides insight and analysis into global affairs for government, military, business, media and academic leaders. FP Events also produces a growing number of live and virtual events, bringing together government, military, business and investment leaders to discuss important regional and topical developments and their implications.

City Cast LLC

City Cast LLC (City Cast) is a network of daily local news podcasts currently in 13 cities around the country, accompanied by a daily email newsletter about local communities. The podcasts and newsletters cover local news, events and places.

Supporting Cast

Supporting Cast provides a software-as-a-service platform that enables podcasters and media companies to monetize premium audio content through paid subscriptions, memberships, and audiobooks. The platform's distinctive approach eliminates the need for native apps, delivering exclusive content to subscribers through mainstream podcast players including Spotify, Apple Podcasts, and YouTube Music.

COMPETITION

EDUCATION

Kaplan’s businesses operate in fragmented and competitive markets. Each of KI’s businesses competes in disaggregated markets with for-profit institutions and companies (ranging in size from large for-profit universities to small competitors offering English-language courses) and, in certain instances, with government-supported schools and institutions that provide similar training and educational programs. Competitive factors vary by business and include program offerings, ranking of university partners, convenience, quality of instruction, reputation, placement rates, student services and cost. KI derives its competitive advantage from, among other things, delivering high-quality education and training experiences to students, having name-brand recognition across multiple markets, developing strong relationships with corporate clients and recruitment partners and offering competitive pricing. KNA competes with companies that provide various education technology solutions, consumer test and licensure preparation and course delivery, corporate training, university administrative support for online programs and courses, curriculum development, overall online program development and analytics for colleges and universities, as well as support for corporate, employer and employee education programs. The market for KNA’s services and products, and especially its higher education services and products, is dynamic and rapidly evolving, and several competitors offer a mix of some of the same products and services or are seeking to move into the markets in which KNA operates. Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements. KNA’s ability to effectively compete in the higher education services markets will depend in large part on its successful delivery and navigation of these factors. While the competitive landscape is expanding, KNA’s resources, capabilities and experience are key differentiators in the market. Similarly, KNA’s supplemental education products and services compete with a wide range of national, regional, local, online and location-based competitors. In the area of test prep, competitors vary by test, with many focused on preparing students for a single high-stakes test. For its curricular and assessment services, KNA has a number of national competitors as well as competitors focused on preparation for particular tests. Competitive factors for the supplemental education products vary by product line and include price, features, modality, schedule and reputation. Although KNA faces intense competition and shifting consumer preferences in these areas, particularly with respect to online test preparation, where some new competitors are offering lower-cost and free test preparation products, KNA and Kaplan remain leading names in test preparation owing in part to their technical expertise and capabilities, quality of instructors, content, curricula, longevity and reputation in the industry. KNA’s professional licensure training and preparation and corporate training products and services offer a broad portfolio of products, many within highly regulated and mature industries, including securities, insurance, real estate and wealth management, where competition includes a wide variety of national, regional and local companies seeking the same market share and resulting in deep price discounting and commoditization of offerings.

TELEVISION BROADCASTING

GMG competes for audiences and advertising revenues with television and radio stations, cable systems, video services offered by telephone and broadband companies serving the same or nearby areas, DBS services, digital media services, and, to a lesser degree, with other media providers, such as newspapers and magazines. Cable systems operate in substantially all of the areas served by the Company’s television stations, where they compete for television viewers by importing out-of-market television signals; by distributing pay-cable, advertiser-supported, and other programming that is originated for cable systems; and by offering movies and other programming on an on-demand, digital, or pay-per-view basis. In addition, DBS services provide nationwide distribution of television programming, including pay-per-view programming and programming packages unique to DBS, using digital transmission technologies. Moreover, to the extent that competing television stations in the Company’s television markets continue to transition to ATSC 3.0, such stations may pose an increased competitive challenge to the Company’s stations in the future, such as by offering an increased number of multicast channels or by offering advanced features.

Competition continues to increase from established and emerging online distribution platforms. Movies and other video programming are increasingly available on an on-demand basis through a variety of online platforms, including ad-supported viewing on platforms such as Pluto TV and Tubi and subscription-based access through services such as Netflix and Amazon Prime Video. In addition, internet-based subscription services offering live television services have been launched both by traditional pay-TV service providers (such as DISH and DIRECTV) and other entrants (such as YouTube TV, Hulu and Fubo). The national broadcast networks have also launched proprietary direct-to-consumer digital platforms, such as Peacock (NBC) and Paramount+ (CBS), which include both access to network programming and, in some cases, the live linear programming of local network-affiliated stations. The Company has entered into agreements for some of its stations to be distributed via certain of these services, typically (with respect to vMVPDs) through opt-in agreements negotiated by the stations’ affiliated networks. Participation in these services has given the Company’s stations access to new distribution platforms. At the same time, competition from these various platforms could adversely affect the viewership of the Company’s television stations via traditional platforms and/or the Company’s strategic position in negotiations with pay-TV services. In addition, the networks’ increased role in negotiating online distribution arrangements for their affiliated stations, together with the networks’ imposition of higher fees on affiliated stations in exchange for the right to distribute network programming in their markets and for broadcast and traditional pay-TV retransmission rights, may have broader effects on the overall network-affiliate relationship, the extent to which the Company cannot now predict.

MANUFACTURING

Hoover Treated Wood Products, Inc.

Hoover’s predominant product line is fire-retardant-treated wood products for building interior applications that are specified by architects in accordance with building code requirements for multi-family residential, commercial and institutional nonresidential buildings. Hoover’s fire-retardant product lines are sold through a stocking distributor network of more than 100 locations spanning the U.S. and Canada. Hoover’s competitors are licensees of other chemical suppliers to the wood-treating industry who compete with Hoover’s stocking distributors on a local basis. The primary areas of competition are product availability and price, although brand loyalty due to product quality is significant. Wood products are commodities with volatile market pricing; however, Hoover’s reputation for quality products and its unique distribution model, which provides superior product availability, enable Hoover to maintain a leading position across the continent.

Group Dekko, Inc.

Dekko has three distinct product categories that compete in fragmented, competitive global markets: power and data distribution for office and furniture products, lighting solutions, and electrical harness manufacturing. These products are sold through dealer and distribution channels and original equipment manufacturer customers, focused primarily on the North American market. While all markets and products are price sensitive, technology, engineering solutions, quality and delivery performance are critical in purchase decisions. Dekko’s multiple long-term relationships, high-quality manufacturing facilities, engineering support and reputation as a solutions provider, in addition to being a product supplier, all contribute to sustaining its competitive advantages.

HEALTHCARE

Graham Healthcare Group

The home health and hospice industries are extremely competitive and fragmented, consisting of both for-profit and nonprofit companies. According to the Medicare Payment Advisory Commission’s July 2024 Data Book, there are approximately 12,057 Medicare-certified home health agencies and approximately 5,899 hospices in the U.S. GHG markets its services to physicians, discharge planners and social workers at hospitals, nursing homes, senior living communities and physicians’ offices through a direct sales model. GHG differentiates its offerings based on response time, clinical programming, clinical outcomes and patient satisfaction. Throughout the states in which it operates, GHG competes primarily with both privately owned and hospital-operated home health and hospice service providers. The competitive landscape for other healthcare services provided by GHG is highly fragmented, with competition from a number of small providers and a few national companies.

AUTOMOTIVE

Graham Automotive LLC

The retail automotive industry is highly competitive and fragmented. Automobile dealerships compete with dealerships offering the same brands as well as those offering other manufacturers’ brands. Competitors include small local dealerships and large national multi-franchise automotive dealership groups. In addition to competition for vehicle sales, dealerships compete for parts and service business with other dealerships, automotive parts retailers and independent mechanics. The principal competitive factors in vehicle sales are price, selection of vehicles, location of dealerships and quality of customer service. The principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts, factory-trained technicians and the quality of customer service.

OTHER ACTIVITIES

Saatchi Online, Inc.

Saatchi Art competes with a wide variety of online and brick-and-mortar companies selling comparable products. Its online art gallery and in-person art fair business compete with traditional offline art galleries, art consultants and online platforms selling original artwork, such as Artfinder, Artspace, Rise Art, Singulart, eBay and Amazon Art; home retailers that sell wall art such as West Elm, Crate and Barrel, and Restoration Hardware; and various art fairs that feature reasonably priced artwork from emerging artists, such as The Affordable Art Fair.

Society6, LLC

Operating an e-commerce marketplace is highly competitive, and Society6 expects competition to increase in the future. Society6 competes with a wide variety of online and brick-and-mortar companies selling comparable products. Its made-to-order marketplace business primarily competes with companies that also utilize a made-to-order business model whereby consumer products featuring artist designs are produced by third-party fulfillment partners and shipped directly to customers, such as Redbubble, Zazzle, Art.com, Shutterfly and Minted, as well as companies that offer broader home décor and apparel products, such as Amazon, Etsy, and Wayfair. Additionally, Society6 is facing, and will likely continue to face, increased international competition from brands offering ultra-low-cost goods, such as Shein and Temu.

World of Good Brands

WGB faces intense competition from a wide range of competitors, including those of much larger scale. Principal competitors in this space currently include various online media companies ranging from large internet media companies to specialized and enthusiast properties that focus on particular areas of consumer interest, as well as social media outlets such as Facebook, TikTok, YouTube, Snapchat, Instagram and Pinterest, where brands and advertisers are focusing a significant portion of their online advertising spend in order to connect with their customers. Many of its competitors have larger audiences and more financial and marketing resources and many of them are making significant investments in order to compete with various aspects of this business. WGB competes for advertisers on the basis of a number of factors, including return on marketing expenditures, price of its offerings, and the ability to deliver large audiences or precise types of segmented audiences.

The restaurant industry is highly competitive. Clyde’s competes with national and regional chains and independent, locally owned restaurants for customers and personnel. The principal bases for competition are types of food and service, quality, price, location, brand and attractiveness of facilities.

Framebridge, Inc.

Framebridge operates in a highly fragmented market. Competitors include small local retail operations and a few national retail chains. The competitive factors in the framing industry are price, selection and convenience. Framebridge’s centralized manufacturing, clear and transparent pricing, retail stores that are optimized for foot traffic and a curated buying experience rather than framing workshops, and strong e-commerce and digital capabilities contribute to its competitive advantages.

Code3

The business of managed digital advertising is highly competitive. Public multinational advertising agencies may exacerbate price competition in an attempt to protect existing relationships with advertising clients in traditional media formats such as television. Public and private advertising technology companies, digital media agencies and newer market entrants such as consulting firms also compete on price, service and technology offerings. Code3 seeks to maintain a competitive advantage and maximize its clients’ return on advertising budgets by utilizing a combination of best-in-class third-party technologies, artificial intelligence (AI), and the deep expertise of its employees, who manage media spending on the largest digital platforms and a full-service creative team with a nuanced understanding of digital media.

Decile LLC

Decile faces competition from lower-cost providers that provide a narrower data analytics and reporting offering. In addition, at higher price points aimed at larger marketers ($100M+ annual revenue), there are several large customer data platform competitors or in-house solutions that attempt to unify many disparate sources of data to improve omnichannel advertising outcomes. Decile seeks to maintain a competitive advantage by providing a better view of high-value customers and personas and their associated value and making it easier for clients to activate those customers in a more personalized way. Decile’s third-party data enrichment capabilities and advanced analytics serve as key differentiators in the mid-market space where those capabilities are not available at a competitive price.

The Slate Group LLC

As a digital media company, Slate operates in highly competitive markets for subscribers, audiences and advertisers. For written work, Slate faces competition from other online publishers, especially magazines and newspapers. In podcasting, Slate faces competition from other podcast networks, as well as traditional radio networks. In the face of stiff competition, Slate is able to attract and retain a large educated, affluent audience and subscriber base by creating high-quality content, and is then able to compete for advertisers who wish to reach that audience on trusted, brand-safe properties.

City Cast LLC

City Cast is the only national network of daily local podcasts and newsletters. City Cast faces significant competition in all aspects of its business. Several companies operate large national networks of local daily newsletters, notably Axios and 6am City, both of which have many more subscribers than City Cast. There are also single-city daily newsletters–often created by the local newspaper–in every city where City Cast is located. On the podcasting side, public radio stations in most City Cast markets create local podcasts, as do some commercial radio stations. City Cast competes for advertising dollars with all these newsletter and podcast competitors, as well as with local radio, newspaper, TV and digital outlets.

Supporting Cast

In the growing creator monetization landscape, Supporting Cast differentiates itself from competitors like Patreon and Apple Podcasts Subscriptions through its white-label service model. While most platforms maintain direct control of subscriber data and payment information, Supporting Cast empowers clients to own their customer relationships. The platform has carved out a strong market position by specializing in complex subscription architectures, multi-show network capabilities, and customizable enterprise solutions that meet the needs of major media organizations.

EXECUTIVE OFFICERS

The executive officers of the Company, each of whom is elected annually by the Board of Directors, are as follows:

Donald E. Graham, age 79, Chairman Emeritus, served as Chairman of the Board of the Company from September 1993 until May 2023 and served as Chief Executive Officer of the Company from May 1991 until November 2015. Mr. Graham served as President of the Company from May 1991 until September 1993 and prior to that had been a Vice President of the Company for more than five years. Mr. Graham also served as Publisher of The Washington Post (the Post) from 1979 until September 2000 and as Chairman of the Post from September 2000 to February 2008.

Timothy J. O’Shaughnessy, age 43, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr. O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company.

Andrew S. Rosen, age 64, became Executive Vice President of the Company in April 2014. He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 38 years at the Company and its affiliates. He joined the Company in 1986 as a staff attorney with the Postand later served as assistant counsel at Newsweek. He moved to Kaplan in 1992 and held numerous leadership positions there before being named Chairman and Chief Executive Officer of Kaplan, Inc.

Wallace R. Cooney, age 62, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller.

Jacob M. Maas, age 48, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015. Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008.

Nicole M. Maddrey, age 60, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms. Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Marcel A. Snyman, age 50, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr. Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008.

Sandra M. Stonesifer, age 40, became Vice President–Chief Human Resources Officer of the Company in January 2021. Prior to joining the Company, Mrs. Stonesifer was a consultant with S-Squared Consulting, an organization development consulting company.

HUMAN CAPITAL

The Company employs approximately 21,446 people worldwide, of which approximately 12,871 are employed in the U.S. and approximately 8,575 are employed outside the U.S. Employment across each of the Company’s businesses is further discussed below.

Worldwide, Kaplan employs approximately 7,056 people on a full-time basis in 27 countries. Kaplan also employs substantial numbers of part-time employees who serve in instructional and administrative capacities. Kaplan’s part-time workforce comprises approximately 3,591 individuals in 18 countries. Collectively, in the U.S. and Canada, approximately 91 Kaplan employees are represented by a union. In countries where Kaplan has a presence but union membership is not disclosed to the employer–the U.K., Australia, and Singapore–there may be union-represented employees as well.

GMG has approximately 880 employees, including 859 full-time employees and 21 part-time employees, of whom approximately 86 are represented by a union.

In the manufacturing segment, Hoover has approximately 453 full-time employees, of whom 12 are represented by a union. Dekko has approximately 975 full-time employees, none of whom is represented by a union. Joyce/Dayton has approximately 178 full-time employees and five part-time employees, none of whom is represented by a union. Forney has approximately 109 full-time employees. Of those employees, 46 are represented by a union, all of whom are employed in Mexico.

In the healthcare segment, GHG has approximately 2,387 full-time employees and 579 part-time employees. None of these employees is represented by a union.

Graham Automotive employs approximately 938 full-time employees, none of whom is represented by a union.

In other businesses, Saatchi Art, Society6 and WGB employ approximately 240 full-time and part-time employees collectively, none of whom is represented by a union. Clyde’s has approximately 200 full-time employees and 1,796 part-time employees, none of whom is represented by a union. Framebridge has approximately 594 employees and 65 part-time employees, none of whom is represented by a union. Code3 has approximately 125 full-time employees, none of whom is represented by a union. Decile has 28 full-time employees, none of whom is represented by a union. Slate employs 129 full-time employees and four part-time employees, of whom approximately 54 are represented by a union. The FP Group has approximately 62 full-time employees, approximately 14 of whom are represented by a union. City Cast employs 88 full-time employees and three part-time employees, none of whom is represented by a union.

The parent Company has approximately 87 full-time employees, none of whom is represented by a union.

The Company recognizes the importance of attracting, developing, and retaining highly qualified employees throughout each of its businesses. The following is a description of the Company’s efforts to manage and promote human capital within its organization.

Oversight and Management. The Company’s human resources organization and the human resource organizations of its various businesses manage employment-related matters, including recruiting and hiring qualified employees, training and development, compensation, workplace safety, performance management, support for specific needs including supporting employees who are caregivers or working remotely, and ensuring a talented and inclusive workforce where all employees can be successful. The Compensation Committee of the Board of Directors provides oversight of certain human capital matters, including compensation and benefits, executive development, employee inclusion and retention initiatives, and succession planning.

The Company’s culture of trust and integrity is led and driven by senior management and supported by our internal practices, regular communications, and ongoing training efforts. Employees and stakeholders are encouraged to address any concerns with their managers and business leaders. The Company also provides a dedicated communication channel, the Ethics Hotline, to report possible violations of the Code of Business Conduct or concerns about ethics or integrity in the workplace. The Company’s Ethics Hotline is independently operated by a third party and anonymity is ensured upon request. Reports are forwarded to appropriate individuals within the Company for investigation. Every allegation is professionally and confidentially handled.

Compensation and Benefits. The Company offers strong compensation and benefits programs to its employees. Depending on the business unit, employee benefits may include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, adoption assistance plans, employee assistance programs, tuition assistance programs, transportation benefits programs, a matching gifts program, bonuses, long-term incentive compensation plans, Company-paid pension contributions and a 401(k) Plan. The Company offers discounts on courses and programs offered by Purdue Global to all full-time employees through the Gift of Knowledge Program. The Company also offers a small group of eligible employees certain equity-based grants under the Company’s Incentive Compensation Plan with vesting and performance conditions to facilitate the attraction, retention, motivation and reward of key employees and to align their interests with those of the Company’s stockholders.

Training and Talent Development. The Company is committed to the continued growth and development of its employees across all businesses. While development opportunities vary across businesses, the Company seeks to offer a variety of learning opportunities, including virtual learning, on-the-job mentoring and coaching. U.S. employees complete core harassment and discrimination training and ethics training and all employees are offered specific skills training designed to support the growth and advancement of their professional skills.

For example, at GMG, employees have access to several development and training programs, including Boss School, a management training session, PROduce! for high potential producers to enhance their innovative mindset and leadership skills, and access to several other resources that provide individual learning and group activities on a variety of leadership and workplace collaboration topics. In 2024, GMG continued with its organizational culture improvement program called Up Your Culture, providing all people leaders with monthly workshops and coaching sessions to effectively lead their teams. Additionally, leaders have access to tools in their survey management platform that provide actionable tactics that can be traced and aligned with employee survey score outcomes. At Joyce/Dayton, leadership teams attended a multi-day training program to focus on strategic planning. Executives attended training to focus on how to work together most effectively. Kaplan offers personalized and immersive learning experiences to support employees, managers, and leaders in building capabilities and driving personal and business growth. In 2024, Kaplan International Australia & New Zealand ran a leadership basics training for the Admission team leaders in Kaplan Business School. At Hoover, they held their Annual Leadership Development Training as well as their Annual Safety & Leadership Conference.

Attracting and Retaining Employees. The Company strives to recruit, hire and promote the most talented and qualified individuals for roles in all its businesses. Focusing on identifying and considering a broad group of highly qualified applicants from all backgrounds for employment fosters a culture of excellence and drives positive outcomes for the Company’s businesses. The Company is committed to a culture in which its talented employee base can thrive in an inclusive and respectful environment.

The Company’s businesses have various initiatives to support their inclusion strategies in ways that are tailored to their employees, customers, and products. These include training and other education opportunities, venues for employees to come together to create community, and efforts to continually gather feedback from our employees to ensure we are a workplace in which our diverse group of talented employees can thrive.

Community Impact. The Company has a long history of investing in the communities it serves. In addition to philanthropy managed at the corporate level, the Company’s businesses engage in charitable works, community and civic activities, and volunteer projects in the communities they serve. While the Company’s businesses operate in a variety of industries in markets around the world, the Company is unified in its connection to the places where its teams live and work.

In 2024, the Corporate office provided approximately $1.5 million in financial support to 77 nonprofit and civic organizations in the areas of education, health and human services, civics and community, and culture and art. Corporate philanthropy is primarily focused on providing resources, access and services to the most underserved members of the community. Corporate staff have also volunteered directly with organizations in the region such as College Track, organizing career development opportunities for students, and PathForward, packing lunches and care packages for Arlington residents experiencing homelessness. The Company has forged deep relationships with its partners in service and philanthropy, and it works closely in collaboration with them to support their very important work.

The service-oriented nature of the Company’s businesses, along with its core values, enables its businesses to authentically engage in service through its normal business activities. For example, at the education segment, Kaplan continues to be the primary donor and supporter of The Kaplan Educational Foundation (KEF), an independent public charity founded by Kaplan executives to help promote equity through higher education. The Foundation relies on Kaplan grants, in-kind service, donations from the Kaplan community, and volunteers from Kaplan’s employee base. A number of KEF alumni have been hired by Kaplan as full-time employees or served as interns at Kaplan over the years, and many have secured post-graduation employment with Fortune 500 and multinational corporations.

Additionally, Kaplan partners with ACT, Inc., to provide free ACT® prep for low-income students. In 2024, Kaplan enrolled approximately 150,136 students who qualified as such–according to eligibility in ACT’s fee waiver program–delivering over $22 million in free ACT prep to low-income students.

Kaplan International supports various charitable organizations providing a broad range of education-related services to underserved communities. Kaplan Professional UK supports Breaking Barriers (formerly RefuAid), a specialist refugee employment charity, by providing free accountancy tuition through to qualification by the Association of Chartered Certified Accountants. Kaplan Languages Group also offers the organization’s members, free of charge, online and in-person English classes, as well as the Kaplan Test of English, an online English proficiency assessment needed for entry to university, helping to improve access to education and career opportunities. Furthermore, Kaplan Professional UK provides internship, mentoring, and professional development opportunities through Career Ready, a social mobility charity, and runs skills workshops for The Rise Initiative, which serves youth from low socio-economic backgrounds.

At Graham Media Group, both the stations and their employees are committed to their local communities by providing educational, public affairs and special broadcasts addressing current affairs and issues related to their communities. Additionally, each media hub elevates the work of several nonprofit and community organizations by spotlighting their work in the community, hosting community forums to voice and address community concerns, volunteering at local classrooms to conduct science experiments, and partnering with local organizations to assist people who have been impacted by natural disasters.

At the Company’s healthcare segment, Graham Healthcare Group partners with We Honor Veterans to serve the unique hospice needs of veterans and their families. GHG also created the Residential Hospice Foundation, an organization dedicated to educating the community, prospective hospice patients, and their families about end-of-life issues, grief, and the bereavement process. Contributions help families to receive the hospice care they need even when they are underinsured or do not have insurance. Additionally, GHG is proud to be a regional corporate sponsor for the Walk to End Alzheimer’s, a disease that directly impacts many of the communities and patients that GHG serves.

FORWARD-LOOKING STATEMENTS

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in the Company’s Annual Report on Form 10-K and in the Company’s 2024 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. Any forward-looking statements made in this Annual Report on Form 10-K speaks only as of the date on which it is made. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.

AVAILABLE INFORMATION

The Company’s internet address is www.ghco.com. The Company makes available free of charge through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements on Schedule 14A and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) as soon as reasonably practicable after such documents are electronically filed with the Securities and Exchange Commission (SEC). In addition, the Company’s Certificate of Incorporation, its Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Company’s Board of Directors and the codes of conduct adopted by the Company and referred to in Item 10 of this Annual Report on Form 10-K are all available on the Company’s website; printed copies of such documents may be obtained by any stockholder upon written request to the Secretary, Graham Holdings Company at 1812 North Moore Street, Arlington, VA 22209. We routinely post information that may be important to investors on our website at www.ghco.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (FD). The contents of the Company’s website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act.

The SEC website, www.sec.gov, contains the reports, proxy statements and information statements and other information regarding issuers that file electronically with the SEC.