Graham Holdings Co

Previous wording

The Company reported netincome attributable to common shares of$23.9 million ($5.45 per share) for the first quarter of 2025, compared to $124.4 million ($27.72 per share) for the first quarter of 2024.

Current wording

The Company reported netincome attributable to common shares of$36.7 million ($8.35 per share) for the second quarter of 2025, compared to a net loss of $21.0 million ($4.79 per share) for the second quarter of 2024.

Previous wording

Items included in the Company’s net income for the first quarter of 2025:

Current wording

Items included in the Company’s net income for the second quarter of 2025:

Previous wording

•$0.6 million in non-operating expenses related to Separation Incentive Programs (SIPs) at other businesses (after tax-impact of $0.5 million, or $0.11 per share);

Current wording

•$6.0 million in non-operating expenses related to Separation Incentive Programs (SIPs) at other businesses and the education and television broadcasting divisions (after tax-impact of $4.5 million, or $1.02 per share);

Previous wording

•non-operating loss of $0.4 million from the impairment of a cost method investment (after-tax impact of $0.3 million, or $0.07 per share), and

Current wording

•a non-operating loss of $0.3 million from the impairment of a cost method investment (after-tax impact of $0.3 million, or $0.06 per share).

Previous wording

Revenue for the first quarter of 2025 was $1,165.9 million, up 1% from $1,152.7 million in the first quarter of 2024. Revenues increased at education, healthcare and other businesses, partially offset by declines at television broadcasting, manufacturing and automotive. The Company reported operating income of$47.5 million for the first quarter of 2025, compared to $35.4 million for the first quarter of 2024. The improvement in operating results is due toincreases at education, manufacturing and healthcare, partially offset by declines at television broadcasting, automotive and other businesses.

Current wording

Revenue for the second quarter of 2025 was $1,215.8 million, up 3% from $1,185.3 million in the second quarter of 2024. Revenues increased at education, healthcare and other businesses, partially offset by declines at television broadcasting, manufacturing and automotive. The Company reported operating income of$72.8 million for the second quarter of 2025, compared to $25.9 million for the second quarter of 2024. Excluding goodwill and other long-lived asset impairment charges at WGB in the second quarter of 2024, the improvement in operating results is due toincreases at education, manufacturing, and healthcare, partially offset by declines at television broadcasting, automotive and other businesses.

Previous wording

•$0.4 million in non-operating expenses related to a SIP at other businesses (after tax-impact of $0.3 million, or $0.07 per share);

Current wording

•$16.8 million in non-operating expenses related to a VRIP at the television broadcasting division and the corporate office, and SIPs at other businesses (after tax-impact of $12.5 million, or $2.80 per share);

Previous wording

Education division revenue totaled$424.7 million for the first quarter of 2025, up 1% from $422.6 million for the same period of 2024. Kaplan, Inc. (Kaplan) reported operating income of$40.0 million for the first quarter of 2025, compared to $30.6 million for the first quarter of 2024.

Current wording

Education division revenue totaled$436.8 million for the second quarter of 2025, up 3% from $422.9 million for the same period of 2024. Kaplan reported operating income of$46.2 million for the second quarter of 2025, compared to $35.3 million for the second quarter of 2024.

Previous wording

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue decreased 3% for the first quarter(2% on a constant currency basis) due largely to lower student enrollments at UK Pathways and Languages, partially offset by growth at UK Professional, Australia and Singapore. Kaplan International reported oper ating income of $30.1 million in the first quarter of 2025, compared to $31.3 million in the first quarter of 2024. The decrease is due largely to a decline in results at UK Pathways and MPW, partially offset by improved results at UK Professional and Australia.

Current wording

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue increased 2%for the second quarter(2% decrease on a constant currency basis) due largely to growth at UK Professional and Singapore, partially offset by lower student enrollments at Languages and Australia. Kaplan International revenue decreased 1%for the firstsix months (2% on a constant currency basis) due largely to lower student enrollments at UK Pathways, Languages and Australia, partially offset by growth at UK Professional and Singapore. Kaplan International reported oper ating income of $29.9 million in the second quarter of 2025, compared to $25.8 million in the second quarter of 2024. The increase is due largely to improved results at Pathways and Singapore, partially offset by a decline in results at Languages, UK Professional and MPW. Operating income increased to$60.0 million in the firstsix months of 2025, compared to$57.1 million in the firstsix months of 2024. The increase is due largely to improved results at Australia and Singapore, partially offset by a decline at MPW, Pathways and Languages.

Previous wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 10% for the first quarter of 2025, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 4% for the first three months of 2025 compared to the first three months of 2024. For the first quarter of 2025 and 2024, Kaplan recorded a portion of the fee from Purdue Global. The Company will continue to assess the fee it records from Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to adjust fee amounts recognized in earlier periods. Higher Education operating results improved in the first quarter of 2025 due to an increase in the Purdue Global fee recorded, and a decline in higher education development costs.

Current wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 5% and 7% for the second quarter and first six months of 2025, respectively, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 4% for the first six months of 2025 compared to the first six months of 2024. For the second quarter and first six months of 2025, Kaplan recorded the full fee from Purdue Global. For the second quarter and first six months of 2024, Kaplan recorded a portion of the fee from Purdue Global. The Company will continue to assess the fee it records from Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to adjust fee amounts recognized in earlier periods. Higher Education operating results improved in the second quarter and first six months of 2025 due to an increase in the Purdue Global fee recorded, and a decline in higher education development costs.

Previous wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Most of the program offerings in Supplemental Education experienced growth in the first quarter, leading to a 5% revenue increase. Operating results improved in the first quarter of 2025 due largely to revenue growth.

Current wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Most of the program offerings in Supplemental Education experienced growth in the first half leading to a 7% revenue increase. Operating results improved in the second quarter and first six months of 2025 due largely to revenue growth.

Previous wording

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities.

Current wording

Kaplan corporate and other represents unallocated expenses of Kaplan’s corporate office, other minor businesses and certain shared activities.

Previous wording

Graham Media Group, Inc. owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division decreased 8% to $103.6 million in the first quarter of 2025, from $113.1 million in the same period of 2024. The revenue decrease is due to a $1.6 million decrease in political advertising revenue, a $1.5 million decrease in retransmission revenue and declines in local and national advertising revenue. Operating income for the first quarter of 2025 was down 18% to $24.4 million, from $29.6 million in the same period of 2024, due to lower revenues.

Current wording

Graham Media Group (GMG) owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division decreased 8% to $106.0 million in the second quarter of 2025, from $115.5 million in the same period of 2024. The revenue decrease is due to a $4.5 million decrease in political advertising revenue, a $2.6 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the second quarter of 2025 was down 10% to $27.9 million, from $31.1 million in the same period of 2024, due to lower revenues, partially offset by overall costs.

Previous wording

While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2025 expected to decline compared with 2024, and this trend is expected to continue.

Current wording

Revenue at the television broadcasting division was down 8% to$209.5 million in the firstsix months of 2025, from$228.5 million in the same period of 2024. The revenue decline is due to a $6.1 million decrease in political advertising revenue, a $4.1 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the firstsix months of 2025 was down 14% to$52.3 million, from$60.8 million in the same period of 2024, due to lower revenues, partially offset by lower overall costs. While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2025 expected to decline compared with 2024, and this trend is expected to continue.

Previous wording

Manu facturing revenues decreased 4% in the first quarter of 2025 due to lower revenues at Hoover, partially offset by increased revenues at Forney, Dekko and Joyce. The revenue decline at Hoover is due largely to a decrease in overall product demand, particularly for multi-family housing. Hoover results included wood gains on inventory sales in the first quarter of 2025 and 2024. Manufacturing operating results improved in the first quarter of 2025 due largely to increases at Dekko, Forney and Hoover, partially offset by a decline at Joyce.

Current wording

Manu facturing revenues decreased 7% and 6% in the second quarter and first six months of 2025, respectively. The revenue decline in the second quarter of 2025 is due to lower revenues at Hoover and Forney, partially offset by increased revenues at Dekko and Joyce. The revenue decline in the first six months of 2025 is due to lower revenues at Hoover, partially offset by increased revenues at Dekko, Joyce and Forney. The revenue decline at Hoover is due largely to a decrease in overall product demand, particularly for multi-family housing. Hoover results included wood gains on inventory sales in the first half of 2025 and 2024, with gains in the first half of 2025 higher than the prior year. Manufacturing operating results improved in the second quarter of 2025 due largely to increases at Dekko and Joyce, partially offset by a decline at Hoover. Manufacturing operating results improved in the first six months of 2025 due largely to increases at Dekko and Forney, partially offset by declines at Hoover and Joyce.

Previous wording

Graham Healthcare Group (GHG) provides home health and hospice services in seven states. GHG also provides nursing care and prescription services for patients receiving in-home infusion treatments through its 87.5% interest in CSI Pharmacy Holding Company, LLC (CSI), and other healthcare services through Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an Allergy, Asthma and Immunology physician practice), Skin Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Healthcare revenues increased 36% and operating results were up substantially in thefirst quarterof 2025, largely due to significant growth at CSI from an expansion of infusion treatment offerings and patient service areas, and growth in home health and hospice services and at the other healthcare businesses; operating results also benefited from a reduction in pension expense. In January 2022, GHG implemented a pension credit retention program offering a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees. Effective April 1, 2024, this program is no longer being offered to new employees.

Current wording

Graham Healthcare Group (GHG) provides home health and hospice services in seven states. GHG also provides nursing care and prescription services for patients receiving in-home infusion treatments through its 87.5% interest in CSI Pharmacy Holding Company, LLC (CSI), and other healthcare services through Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an Allergy, Asthma and Immunology physician practice), Skin Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Healthcare revenues increased 37% and 36%and operating results were up substantially in thesecond quarter and first six months of 2025, largely due to significant growth at CSI from an expansion of infusion treatment offerings and patient service areas, and growth in home health and hospice services and at the other healthcare businesses; operating results also benefited from a reduction in pension expense. In January 2022, GHG implemented a pension credit retention program offering a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees. Effective April 1, 2024, this program is no longer being offered to new employees.

Previous wording

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $3.2 million and $3.4 million for the first quarter of 2025 and 2024, respectively, from these joint ventures.

Current wording

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $3.4 million for each of the second quarters of 2025 and 2024 from these joint ventures. The Company recorded equity in earnings of $6.6 million and $6.8 million for the first six months of 2025 and 2024, respectively.

Previous wording

Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge, Ourisman Toyota of Richmond and Ourisman Kia of Bethesda. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operate and manage the dealerships; the Company holds a 90% stake.

Current wording

Automotive includes eight auto motive dealerships in the Washington, DC metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Jeep of Bethesda, Ourisman Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge, Ourisman Toyota of Richmond and Ourisman Kia of Bethesda. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operate and manage the dealerships; the Company holds a 90% stake.

Previous wording

Revenues for the first quarter of 2025 decreased 8% due largely to declines in new and used vehicle sales and a decline in sales of finance and insurance product offerings, partially offset by sales growth for services and parts. Operating results decreased for the first quarter of 2025 due largely to lower overall sales and gross margins on new vehicles, a decline in finance and insurance product sales, and lower overall gross profit on used vehicles; partially offset by higher overall gross profit on services and parts.

Current wording

Revenues for each of the second quarter andfirstsix monthsof 2025 decreased 8%, due largely to declines in new and used vehicle sales and a decline in sales of finance and insurance product offerings, partially offset by sales growth for services and parts. Operating results decreased for the second quarter of 2025 due largely to lower overall sales and gross margins on new vehicles and a decline in finance and insurance product sales; partially offset by higher overall gross profits on services and parts and used vehicles. Operating results declined for the firstsix months of 2025 due largely tolower overall sales and gross margins on new vehicles, a decline in finance and insurance product sales, and lower overall gross profit on used vehicles; partially offset by higher overall gross profit on services and parts.

Previous wording

Overall, revenue from other businesses increased 2% in the first quarter of 2025. Specialty revenue increased due to revenue growth at Clyde’s Restaurant Group (CRG), Decile and Supporting Cast. Retail revenue increased slightly due to revenue growth at Framebridge and Saatchi Art, offset by lower revenue at Society6. Media revenue declined due to lower revenue at Slate, World of Good Brands (WGB) and Code3, partially offset by revenue growth at Foreign Policy and City Cast.

Current wording

Overall, revenue from other businesses increased 2% in the second quarter and firstsix months of 2025. For the firstsix months of 2025, specialty revenue increased due to revenue growth at Clyde’s Restaurant Group (CRG), Supporting Cast and Decile. Retail revenue increased due to revenue growth at Framebridge, offset by lower revenue at Society6 and Saatchi Art. Media revenue declined due to lower revenue at WGB, Slate and Code3, partially offset by revenue growth at Foreign Policy and City Cast.

Previous wording

Overall, operating results at other businesses were down in the first quarter of 2025 due to declines at Framebridge, Slate, Society6, City Cast and Code3, partially offset by improved results at WGB, CRG, Decile, Foreign Policy, Saatchi Art and Supporting Cast.

Current wording

Overall, operating results at other businesses were down in the second quarter and first six months of 2025, excluding goodwill and intangible asset impairment charges at WGB in the second quarter of 2024. The declines were due to declines at WGB, Society6, Framebridge, Slate and City Cast, partially offset by improved results at Foreign Policy, CRG, Decile, Supporting Cast and Code3.

Previous wording

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. In July 2024, CRG opened Rye Street Tavern, a new restaurant in Baltimore, MD. In November 2024, CRG opened Cordelia Fishbar, a new restaurant in Washington, D.C. Revenue increased in the first quarter of 2025 due to the new restaurant openings and modest price increases. CRG reported an operating profit in each of the first quarters of 2025 and 2024, with improved results in the first quarter of 2025.

Current wording

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. In July 2024, CRG opened Rye Street Tavern, a new restaurant in Baltimore, MD. In November 2024, CRG opened Cordelia Fishbar, a new restaurant in Washington, D.C. Revenue increased in the second quarter and first six months of 2025 due to the new restaurant openings and modest price increases. CRG reported an operating profit in each of the second quarters and first six months of 2025 and 2024, with improved results in the second quarter and first six months of 2025.

Previous wording

CRG plans to open a new restaurant in Reston, VA in 2026.

Current wording

CRG plans to open a new restaurant in Reston, VA in the second quarter of 2026.

Previous wording

Framebridge is a custom framing service company, headquartered in Washington, DC, with 35 retail locations, and two manufacturing facilities in Kentucky and Virginia. In addition, Framebridge is also in the process of opening an additional manufacturing facility in Nevada later in the year. In the first quarter of 2025, Framebridge opened three new retail stores. Framebridge plans to open additional stores in 2025, including an expansion into California, and continues to actively explore other opportunities for further store expansion.

Current wording

Framebridge is a custom framing service company, headquartered in Washington, DC, with 36 retail locations, and two manufacturing facilities in Kentucky and Virginia. In addition, Framebridge is in the process of opening an additional manufacturing facility in Nevada in the third quarter of 2025. In the first half of 2025, Framebridge opened five new retail stores. Framebridge plans to open additional stores in 2025, including an expansion into California, and continues to actively explore other opportunities for further store expansion.

Previous wording

Revenues increased in the first quarter of 2025 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same period in 2024, as well as higher online revenues. Framebridge is an investment stage business and reported significant operating losses in the first quartersof 2025 and 2024.

Current wording

Revenues increased in the second quarter and firstsix months of 2025 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same periods in 2024, as well as higher online revenues. Framebridge is an investment stage business and reported significant operating losses in the firstsix monthsof 2025 and 2024.

Previous wording

Other businesses also include Code3, a performance marketing agency focused on driving performance for brands though three core elements of digital success: media, creative and commerce; Slate and Foreign Policy, which publish online and print magazines and websites; Saatchi Art and Society6, which offer art and design; WGB, an owner and operator of websites; and three investment stage businesses, Decile, City Cast and Supporting Cast. Foreign Policy, Saatchi Art, City Cast, Supporting Cast and Decile reported revenue growth in the first quarter of 2025, while Society6, WGB, Slate and Code3 reported revenue declines. Losses from Society6, WGB, City Cast, Saatchi Art, Slate, Decile, Code3 and Supporting Cast in the first quarter of 2025 adversely affected operating results, while Foreign Policy reported an operating profit during this period.

Current wording

Other businesses also include Code3, a performance marketing agency focused on driving performance for brands though three core elements of digital success: media, creative and commerce; Slate and Foreign Policy, which publish online and print magazines and websites; Saatchi Art and Society6, which offer art and design; WGB, an owner and operator of websites; and three investment stage businesses, Decile, City Cast and Supporting Cast. Foreign Policy, City Cast, Supporting Cast and Decile reported revenue growth in the first six months of 2025, while WGB, Society6, Slate, Saatchi Art and Code3 reported revenue declines. Losses from WGB, Society6, City Cast, Saatchi Art, Decile, Slate, Code3 and Supporting Cast in the first six months of 2025 adversely affected operating results, while Foreign Policy reported an operating profit during this period.

Previous wording

In the first quarter of 2025, WGB offered a SIP; $0.6 million in related non-operating pension expense was recorded.

Current wording

In the second quarter of 2025, the Company offered SIPs to certain employees at Code3, Saatchi Art, Society6, WGB and Decile; $5.2 million in related non-operating pension expense was recorded. In the first quarter of 2025, WGB offered a SIP; $0.6 million in related non-operating pension expense was recorded. In the second quarter of 2024, Code3 implemented a SIP to reduce the number of employees;$0.6 million in related non-operating pension expense was recorded. These SIPs werefu nded by the assets of the Company’s pension plan.

Previous wording

At March 31, 2025, the Company held an approximate 18% interest in Intersection Holdings, LLC (Intersection), a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.4% interest on a fully diluted basis in Realm. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in losses of affiliates of $8.4 million for the first quarter of 2025, compared to earnings of $2.3 million for the first quarter of 2024. These amounts include $11.9 million and $1.5 million in net losses for the first quarter of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company.

Current wording

At June 30, 2025, the Company held an approximate 18% interest in Intersection Holdings, LLC, a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.4% interest on a fully diluted basis in Realm. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and two joint ventures managed by Kaplan. Overall, the Company recorded equity in earnings of affiliates of $3.1 million for the second quarter of 2025, compared to $2.6 million for the second quarter of 2024. These amounts include $0.4 million and $1.1 million in net losses for the second quarter of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company.

Previous wording

The Company incurred net interest expense of$79.8 million for the first quarter of 2025, compared to $17.2 million for the first quarter of 2024. The Company recorded interest expenseof $66.4 million and $1.9 million in the first quarterof 2025 and 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustment recorded in the first quarter of 2025 is largely related to a substantial increase in the estimated fair value of CSI. On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

Current wording

The Company recorded interest expenseof $1.2 million and $67.6 million in the second quarter and first six months of 2025, respectively; compared to $73.5 million and $75.4 million in the second quarter and first six months of 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustments recorded in the first quarter of 2025 and second quarter of 2024 are largely related to a substantial increase in the estimated fair value of CSI. On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

Previous wording

At March 31, 2025, the Company had $864.6 million in borrowings outstanding at an average interest rate of 6.0%, and cash, marketable equity securities and other investments of $1,114.7 million. At March 31, 2025, the Company had $184.7 million outstanding on its $300 million revolving credit facility.

Current wording

At June 30, 2025, the Company had $816.4 million in borrowings outstanding at an average interest rate of 6.0%, and cash, marketable equity securities and other investments of $1,127.5 million. At June 30, 2025, the Company had $143.6 million outstanding on its $300 million revolving credit facility.

Previous wording

The Company recorded net non-operating pension and postretirement benefit income of$34.6 million for the first quarter of 2025, compared to $42.4 million for the first quarter of 2024.

Current wording

The Company recorded net non-operating pension and postretirement benefit income of$28.6 million and$63.2 million for the second quarter and first six months of 2025, respectively, compared to $24.7 million and $67.1 million for the second quarter and first six months of 2024, respectively.

Previous wording

In the first quarter of 2025 and 2024, the Company recorded$0.6 million and $0.4 million, respectively, in expenses related to non-operating SIPs at other businesses.

Current wording

In the second quarter of 2025, the Company recorded $6.0 million in expenses related to non-operating SIPs at the education and television broadcasting divisions and other businesses. In the first quarter of 2025, the Company recorded$0.6 million in expenses related to non-operating SIPs at other businesses.

Previous wording

Gain on Marketable Equity Securities, net

Current wording

(Loss) Gain on Marketable Equity Securities, net

Previous wording

The Company recorded total other non-opera ting expenses, net, of$4.1 million for the first quarter of 2025, compared to income of $1.6 million for the first quarter of 2024. The 2025 amounts included $4.4 million in foreign currency losses; partially offset by other items. The 2024 amounts included $0.9 million in gains related to the sale of businesses and contingent considerations; $0.6 million in foreign currency gains, and other items; partially offset by a $0.4 million impairment on a cost method investment.

Current wording

The Company recorded total other non-opera ting expenses, net, of$16.5 million for the second quarter of 2025, compared to income of $1.8 million for the second quarter of 2024. The 2025 amounts included a $12.7 million impairment on a cost method investment and $4.5 million in foreign currency losses; partially offset by $0.4 million gain on sale of businesses and other items. The 2024 amounts included a gain of$3.5 million on the sale of certain WGB websites, and other items; partially offset by$1.7 million in foreign currency losses and a$0.3 million impairment on a cost method investment.

Previous wording

The Company’s effective tax rate for the first three months of 2025 and 2024 was 23.5% and 25.8%, respectively.

Current wording

The Company’s effective tax rate for the firstsix months of 2025 and 2024 was 29.8% and 30.9%, respectively. The Company’s effective tax rate for the first six months of 2025 is based on the estimated full year 2025 effective tax rate, which includes the adverse impact of the permanent difference related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. For the first six months of 2024, the Company’s effective tax rate was based on the estimated full year 2024 effective tax rate, which includes the adverse impact of the permanent differences related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG and goodwill and intangible asset impairment charges.

Previous wording

The calculation of diluted earnings per share for the first quarter of 2025 was based on 4,358,328 weighted average shares outstanding, compared to 4,456,825 for the first quarterof 2024. At March 31, 2025, there were 4,360,207 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 462,482 shares as of March 31, 2025.

Current wording

The calculation of diluted earnings per share for the second quarter and firstsix months of 2025 was based on 4,372,639 and 4,365,534 weighted average shares outstanding, respectively, compared to 4,400,745 and 4,442,214 for the second quarter and firstsix monthsof 2024. At June 30, 2025, there were 4,359,759 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 462,482 shares as of June 30, 2025.

Previous wording

Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $300 million revolving credit facility, amounting to $115.3 million at March 31, 2025 and the undrawn $50.0 million delayed draw term loan at the automotive subsidiary.

Current wording

Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $300 million revolving credit facility, amounting to $156.4 million at June 30, 2025 and the undrawn $50.0 million delayed draw term loan at the automotive subsidiary.

Previous wording

During the first three months of 2025, the Company’s cash and cash equivalents decreased by $104.2 million, due to thesettlement of a significant portion of the mandatorily redeemable noncontrolling interest, capital expenditures, purchase of marketable equity securities, share repurchases, dividend payments, and net repayments of the vehicle floor plan payable, which was offset by cash generated from operations and additional borrowings. In the first three months of 2025, the Company’s borrowings increased by $116.4 million, primarily due to net borrowings under the revolving credit facility, partially offset by repayments under the term loan and commercial notes at the automotive subsidiary.

Current wording

During the first six months of 2025, the Company’s cash and cash equivalents decreased by $84.6 million, due to thesettlement of a significant portion of the mandatorily redeemable noncontrolling interest, capital expenditures, purchase of marketable equity securities, share repurchases, dividend payments, and net repayments of the vehicle floor plan payable, which was offset by cash generated from operations and additional borrowings. In the first six months of 2025, the Company’s borrowings increased by $68.2 million, primarily due to net borrowings under the revolving credit facility, partially offset by repayments under the term loan and commercial notes at the automotive subsidiary.

Previous wording

As of March 31, 2025 and December 31, 2024, the Company had money market investments of $6.2 million and $3.9 million, that are included in cash and cash equivalents. At March 31, 2025, the Company held approximately $92 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $8 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.

Current wording

As of June 30, 2025 and December 31, 2024, the Company had money market investments of $6.0 million and $3.9 million, that are included in cash and cash equivalents. At June 30, 2025, the Company held approximately $104 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $6 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.

Previous wording

At March 31, 2025, the fair value of the Company’s investments in marketable equity securities was $901.1 million, which includes investments in the common stock of four publicly traded companies. During the first three months of 2025, the Company purchased $4.8 million of marketable equity securities. There were no sales of marketable equity securities during the first three months of 2025. At March 31, 2025, the net unrealized gain related to the Company’s investments totaled $669.1 million.

Current wording

At June 30, 2025, the fair value of the Company’s investments in marketable equity securities was $889.5 million, which includes investments in the common stock of four publicly traded companies. During the first six months of 2025, the Company purchased $4.8 million of marketable equity securities. There were no sales of marketable equity securities during the first six months of 2025. At June 30, 2025, the net unrealized gain related to the Company’s investments totaled $657.5 million.

Previous wording

The Company had working capital of $777.0 million and $898.8 million at March 31, 2025 and December 31, 2024, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments.

Current wording

The Company had working capital of $430.2 million and $898.8 million at June 30, 2025 and December 31, 2024, respectively. The working capital at June 30, 2025 includes the Company’s $400 million senior unsecured fixed rate notes that are due on June 1, 2026. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments.