Graham Holdings Co
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 29, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0000104889-25-000062
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial ConditionCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001628280-25-046925
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial ConditionThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 145 current paragraphs.
45 unchanged; 69 reworded; 31 added; 22 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Items included in the Company’s net income for the third quarter of 2025:
Current report
•$2.2 million in intangible and other long-lived asset impairment charges at healthcare, automotive and other businesses (after tax impact of $1.7 million, or $0.39 per share);
Current report
•$0.7 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $6.9 million, or $1.57 per share);
Current report
•$84.8 million in net gains on marketable equity securities (after-tax impact of $63.0 million, or $14.31 per share);
Current report
•$5.8 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $4.3 million, or $0.98 per share); and
Current report
•a net non-operating gain of $17.1 million from earnings and impairment of equity and cost method investments (after-tax impact of $12.7 million, or $2.89 per share).
Current report
Items included in the Company’s net income for the third quarter of 2024:
Current report
•$3.7 million in non-operating expenses related to SIPs at Kaplan, manufacturing and other businesses (after tax-impact of $2.7 million, or $0.62 per share);
Current report
•$9.7 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of$13.2 million, or$3.00 per share);
Current report
•$30.5 million in net gains on marketable equity securities (after-tax impactof $22.7 million, or$5.14 per share);
Current report
•$2.3 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $1.7 million, or $0.39 per share);
Current report
•a net non-operating loss of $14.2 million from the impairment and write-up of equity and cost method investments (after-tax impact of $10.6 million, or $2.40 per share).
Current report
Items included in the Company’s net income for the first nine months of 2025:
Current report
•$2.2 million in intangible and other long-lived asset impairment charges (after tax impact of$1.7 million, or $0.39 per share);
Current report
•$68.3 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $60.8 million, or$13.83 per share);
Current report
•$117.0 million in net gains on marketable equity securities (after-tax impact of $87.0 million, or $19.79 per share);
Current report
•$18.1 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $13.5 million, or$3.06 per share); and
Current report
•net non-operating gains of $4.4 million from earnings and impairment of equity and cost method investments (after-tax impact of $3.3 million, or$0.74 per share).
Current report
Items included in the Company’s net income for the first nine months of 2024:
Current report
•$85.1 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $76.4 million, or$17.16 per share);
Current report
•$154.3 million in net gains on marketable equity securities (after-tax impact of $114.8 million, or$25.77 per share);
Current report
•$4.9 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $3.7 million, or$0.82 per share);
Current report
•a net non-operating loss of $15.0 million from the impairment and write-up of equity and cost method investments (after-tax impact of $11.1 million, or$2.50 per share).
Current report
In the third quarter of 2025, the Company offered a SIP to certain employees at Joyce; $0.1 million in related non-operating pension expense was recorded. In the third quarter of 2024, the Company offered a SIP to certain employees at Dekko; $0.1 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.
Current report
In August 2025, CSI purchased Pine Drug Holdings, LLC and was issued a California pharmacy license, with dispensing operations expected to commence later in the fourth quarter of 2025.
Current report
In the third quarter of 2025, home health and hospice recorded $1.0 million of lease impairment charges.
Current report
The Company recently decided to cease operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025. As a result, the Company recorded a $0.6 million intangible asset impairment charge on the related franchise agreement.
Current report
On October 21, 2025, the Company acquired a Honda automotive dealership in Woodbridge, VA, including the real property for the dealership operations.
Current report
Other Non-Operating Income (Expense)
Current report
On October 21, 2025, the Company’s automotive subsidiary acquired a Honda automotive dealership, including the real property for the dealership operations. In addition to a cash payment and the assumption of $4.9 million in floor plan payables, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition. The dealership is operated and managed by an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships.
Current report
Other. During the first nine months of 2025 and 2024, the Company paid $7.0 million and $5.4 million, respectively, related to deferred payments from prior acquisitions.
Removed paragraphs (22)
Previous report
Items included in the Company’s net income for the second quarter of 2025:
Previous report
•$1.2 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $3.5 million, or $0.79 per share);
Previous report
•$11.5 million in net losses on marketable equity securities (after-tax impact of $8.6 million, or $1.95 per share);
Previous report
•$0.4 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $0.3 million, or $0.07 per share); and
Previous report
•a non-operating loss of $12.7 million from the impairment of a cost method investment (after-tax impact of $9.5 million, or $2.15 per share).
Previous report
Items included in the Company’s net loss for the second quarter of 2024:
Previous report
•$73.5 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of$61.4 million, or$13.77 per share);
Previous report
•$19.6 million in net gains on marketable equity securities (after-tax impactof $14.6 million, or$3.28 per share);
Previous report
•$1.1 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $0.8 million, or $0.19 per share);
Previous report
•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 report
Items included in the Company’s net income for the first six months of 2025:
Previous report
•$67.6 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $53.9 million, or$12.26 per share);
Previous report
•$32.3 million in net gains on marketable equity securities (after-tax impact of $24.0 million, or $5.46 per share);
Previous report
•$12.3 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $9.2 million, or$2.09 per share); and
Previous report
•a non-operating loss of $12.7 million from the impairment of a cost method investment (after-tax impact of $9.5 million, or$2.16 per share).
Previous report
Items included in the Company’s net income for the first six months of 2024:
Previous report
•$26.3 million in goodwill and intangible asset impairment charges at WGB (after tax impact of$20.6 million, or $4.60 per share);
Previous report
•$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 report
•$75.4 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $63.2 million, or$14.13 per share);
Previous report
•$123.8 million in net gains on marketable equity securities (after-tax impact of $92.1 million, or$20.59 per share);
Previous report
•a non-operating loss of $0.7 million from the impairment of cost method investments (after-tax impact of $0.6 million, or$0.12 per share).
Previous report
Other Non-Operating Income (Expenses)
Reworded paragraphs (69)
Previous 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.
Current wording
The Company reported netincome attributable to common shares of$122.9 million ($27.91 per share) for the third quarter of 2025, compared to $72.5 million ($16.42 per share) for the third quarter of 2024.
Previous 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);
Current wording
•$2.5 million in non-operating expenses related to Separation Incentive Programs (SIPs) at other businesses, the education, television broadcasting and manufacturing divisions and the corporate office (after tax-impact of $1.9 million, or $0.43 per share);
Previous wording
•a non-operating gain of$3.5 million from the sale of certain WGB websites (after-tax impact of$2.7 million, or $0.61 per share); and
Current wording
•a non-operating gain of$3.8 million from the sale of certain businesses and websites (after-tax impact of$2.6 million, or $0.58 per share); and
Previous 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.
Current wording
Revenue for the third quarter of 2025 was $1,278.9 million, up 6% from $1,207.2 million in the third quarter of 2024. Revenues increased at education, manufacturing and healthcare, partially offset by declines at television broadcasting and automotive. The Company reported operating income of$67.1 million for the third quarter of 2025, compared to $81.6 million for the third quarter of 2024. The decrease in operating results is due todeclines at television broadcasting and automotive, partially offset by improved results at education, manufacturing, healthcare and other businesses.
Previous wording
For the firstsix months of 2025, the Company reported net income attributable to common shares of$60.6 million ($13.81 per share), compared to$103.3 million ($23.11 per share) for the first six months of 2024.
Current wording
For the first nine months of 2025, the Company reported net income attributable to common shares of$183.6 million ($41.75 per share), compared to$175.8 million ($39.49 per share) for the first nine months of 2024.
Previous wording
•$6.6 million in non-operating expenses related to SIPs at other businesses and the education and television broadcasting divisions (after tax-impact of $4.9 million, or $1.12 per share);
Current wording
•$9.2 million in non-operating expenses related to SIPs at other businesses, the education, television broadcasting and manufacturing divisions and the corporate office (after tax-impact of $6.8 million, or $1.55 per share);
Previous wording
•$26.3 million in goodwill and intangible asset impairment charges at World of Good Brands (WGB) (after tax impact of$20.6 million, or$4.62 per share);
Current wording
•$26.3 million in goodwill and intangible asset impairment charges at World of Good Brands (WGB) (after tax impact of$21.2 million, or $4.77 per share);
Previous wording
•$16.4 million in non-operating expenses related to a Voluntary Retirement Incentive Program (VRIP) at the television broadcasting division and the corporate office, and SIPs at other businesses (after tax-impact of $12.2 million, or $2.74 per share);
Current wording
•$20.5 million in non-operating expenses related to a Voluntary Retirement Incentive Program (VRIP) at the television broadcasting division and the corporate office, and SIPs at Kaplan, manufacturing and other businesses (after tax-impact of $15.2 million, or $3.42 per share);
Previous wording
•a non-operating gain of $3.5 million from the sale of certain WGB websites (after-tax impact of$2.7 million, or $0.61 per share); and
Current wording
•a non-operating gain of $7.2 million from the sale of certain businesses and websites (after-tax impact of$5.3 million, or $1.19 per share); and
Previous wording
Revenue for the first six months of 2025 was$2,381.7 million, up 2% from$2,337.9 million in the first six months 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$120.2 million for the first six months of 2025, compared to$61.4 million for the first six months of 2024. Exclu ding goodwill and other long-lived asset impairment charges at WGB in the second quarter of 2024, the improvement in operating results is due to increases at education, manufacturing and healthcare, partially offset by declines at television broadcasting, automotive and other businesses.
Current wording
Revenue for the first nine months of 2025 was$3,660.5 million, up 3% from$3,545.1 million in the first nine months of 2024. Revenues increased at education, manufacturing, healthcare and other businesses, partially offset by declines at television broadcasting and automotive. The Company reported operating income of$187.4 million for the first nine months of 2025, compared to$143.0 million for the first nine months of 2024. Excluding goodwill and other long-lived asset impairment charges, the improvement in operating results is due to increases at education, manufacturing and healthcare, partially offset by declines at television broadcasting and automotive.
Previous 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.
Current wording
Education division revenue totaled$472.7 million for the third quarter of 2025, up 8% from $438.1 million for the same period of 2024. Kaplan reported operating income of$49.1 million for the third quarter of 2025, compared to $34.9 million for the third quarter of 2024.
Previous wording
For the first six months of 2025, education division revenue totaled $861.5 million, up 2% from $845.5 million for the same period of 2024. Kaplan reported operating income of $86.2 million for the first six months of 2025, compared to $65.9 million for the first six months of 2024.
Current wording
For the first nine months of 2025, education division revenue totaled $1,334.2 million, up 4% from $1,283.6 million for the same period of 2024. Kaplan reported operating income of $135.3 million for the first nine months of 2025, compared to $100.8 million for the first nine months 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 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.
Current wording
Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue increased 6% and 2%for the third quarter andfirst nine months of 2025, respectively (4% increase and flat, respectively, on a constant currency basis) due to increases at UK Pathways, UK Professional and Singapore, partially offset by lower student enrollments at US Pathways, Languages and Australia. Kaplan International reported operating income of $28.9 million in the third quarter of 2025, compared to $25.5 million in the third quarter of 2024. The increase is due to improved results at UK Pathways and Singapore, partially offset by declines at US Pathways and Languages. UK Pathways revenues and operating results benefited significantly from favorable timing differences for certain programs in the third quarter of 2025, previously recorded in fourth quarter of 2024; consequently, revenue and operating results at UK Pathways are expected to be down in the fourth quarter of 2025, compared with the fourth quarter of 2024. US Pathways revenues and operating results were down significantly in the third quarter of 2025, due to changes in US visa policies and practices for international students recruited by Kaplan to study in the U.S. Operating income increased to $88.9 million in the first nine months of 2025, compared to $82.7 million in the first nine months of 2024. The increase is due largely to improved results at UK Pathways, Singapore and Australia, partially offset by declines at US Pathways, Languages and MPW.
Previous 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.
Current wording
Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 8% for both the third quarter and first nine months of 2025, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 3% for the first nine months of 2025 compared to the first nine months of 2024. For the third quarter and first nine months of 2025, Kaplan recorded the full fee from Purdue Global. For the third quarter and first nine 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 third quarter and first nine 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 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.
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 nine months leading to a 9% revenue increase. Operating results improved in the third quarter and first nine months of 2025 due largely to revenue growth.
Previous wording
In the second quarter of 2025, the Company offered a SIP to certain employees at Higher Education and Supplemental Education, which was funded from the assets of the Company’s pension plan; $0.7 million in related non-operating pension expense was recorded in the second quarter of 2025.
Current wording
In the third quarter of 2025, the Company offered a SIP to certain employees at Higher Education and Supplemental Education; $1.3 million in related non-operating pension expense was recorded in the third quarter of 2025. In the second quarter of 2025, the Company offered a SIP to certain employees at Higher Education and Supplemental Education; $0.7 million in related non-operating pension expense was recorded in the second quarter of 2025. In the third quarter of 2024, the Company offered a SIP to certain employees at Supplemental Education; $2.7 million in related non-operating pension expense was recorded in the third quarter of 2024. These programs were funded from the assets of the Company’s pension plan.
Previous 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.
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 28% to $105.1 million in the third quarter of 2025, from $145.4 million in the same period of 2024. The revenue decline is due to a $33.4 million decrease in political advertising revenue, a $2.3 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the third quarter of 2025 was down 57% to $26.8 million, from $61.9 million in the same period of 2024, due to lower revenues, partially offset by lower overall costs.
Previous 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.
Current wording
Revenue at the television broadcasting division was down 16% to$314.6 million in the first nine months of 2025, from$374.0 million in the same period of 2024. The revenue decline is due to a $39.5 million decrease in political advertising revenue, a $6.4 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the first nine months of 2025 was down 36% to$79.1 million, from$122.7 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
In the second quarter of 2025, GMG offered a SIP; $0.1 million in related non-operating pension expense was recorded. In the second quarter of 2024, the Company offered a VRIP to certain employees at the television broadcasting division; $14.3 million in related non-operating pension expense was recorded in the second quarter of 2024. These programs were funded from the assets of the Company’s pension plan.
Current wording
In the second and third quarters of 2025, the Company offered SIPs to certain employees at the television broadcasting division; $0.1 million in related non-operating pension expense was recorded. In the second quarter of 2024, the Company offered a VRIP to certain employees at the television broadcasting division; $14.3 million in related non-operating pension expense was recorded in the second quarter of 2024. These programs were funded from the assets of the Company’s pension plan.
Previous wording
Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce/Dayton, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications.
Current wording
Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce/Dayton, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications. On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation (operating as Hoover Architectural Solutions), which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of $107.4 million in net pension obligations.
Previous 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.
Current wording
Manufacturing revenues increased 30% and 6% in the third quarter and first nine months of 2025, respectively. The revenue increases in the third quarter and the first nine months of 2025 are due to increased revenues at Hoover, Dekko and Joyce, partially offset by lower revenues at Forney. The revenue increase at Hoover is due largely to the Hoover Architectural Solutions business acquisition, partially offset by lower overall product demand at Hoover, particularly for multi-family housing. Hoover results included wood gains on inventory sales in the first nine months of 2025 and 2024, with gains in the first nine months 2025 significantly higher than the prior year. Manufacturing operating results improved in the third quarter of 2025 due to significant increases at Dekko and Joyce, partially offset by declines at Hoover and Forney. Manufacturing operating results improved in the first nine months of 2025 due largely to a significant increase at Dekko, along with increases at Joyce and Forney, partially offset by a decline at Hoover. Hoover results in the third quarter and first nine months of 2025 were adversely impacted by transaction, transition and intangible asset amortization costs related to the acquisition.
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 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.
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 34% and 36% and operating results were up substantially in the third quarter and first nine months of 2025, respectively, 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 $3.4 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.
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 $2.9 million and $3.4 million for the third quarters of 2025 and 2024, respectively, from these joint ventures. The Company recorded equity in earnings of $9.6 million and $10.2 million for the first nine months of 2025 and 2024, respectively.
Previous 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.
Current wording
Automotive includes seven auto motive dealerships in the Washington, DC metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, 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 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.
Current wording
Revenues for the third quarter of 2025 decreased 1%, due to declines in new and used vehicle sales, partially offset by sales growth for services and parts and an increase in sales of finance and insurance product offerings. Operating results decreased for the third quarter of 2025 due largely to lower overall sales and gross margins on new and used vehicles, partially offset by an increase in sales and gross profits on services and parts and finance and insurance product offerings. Revenues for the first nine months of 2025 decreased 6%, 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 declined for the first nine months of 2025 due largely to lower overall sales and gross margins on new vehicles, lower overall sales and gross profits on used vehicles, and a decline in finance and insurance product sales; partially offset by higher overall gross profit on services and parts.
Previous wording
In the first half of 2025, the Company completed the sale of various websites and related businesses that made WGB. All remaining WGB operations are expected to be substantially shut down by the end of the third quarter of 2025. WGB recorded various asset write-offs and incurred other costs in the second quarter of 2025 related to these actions.
Current wording
In the first half of 2025, the Company completed the sale of various websites and related businesses that made WGB. All remaining WGB operations were substantially shut down by the end of the third quarter of 2025. WGB recorded various asset write-offs and incurred other costs in the second and third quarters of 2025 related to these actions.
Previous 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.
Current wording
Overall, revenue from other businesses was flat and increased 1% in the third quarter and first nine months of 2025, respectively. For the first nine months of 2025, specialty revenue increased due to revenue growth at Clyde’s Restaurant Group (CRG) and Supporting Cast. Retail revenue increased in the third quarter due to revenue growth at Framebridge and Saatchi Art, offset by lower revenue at Society6. Retail revenue increased for the first nine months of 2025 due to revenue growth at Framebridge, offset by lower revenue at Society6 and Saatchi Art. Media revenue declined for the third quarter due to lower revenue at WGB and Slate, partially offset by revenue growth at Foreign Policy, Code3 and City Cast. Media revenue declined for the first nine months 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 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.
Current wording
Overall, operating losses at other businesses were down in the third quarter of 2025, due to improved results at Society6, WGB, Saatchi Art, Decile, Code3, Supporting Cast and Foreign Policy, partially offset by declines at Framebridge, City Cast and CRG. Operating losses at other businesses were down slightly in the first nine months of 2025, excluding goodwill and intangible asset impairment charges at WGB in the second quarter of 2024. The improvements were due to improved results at WGB, Saatchi Art, Foreign Policy, Decile, Code3, CRG and Supporting Cast and, partially offset by declines at Framebridge, Society6, Slate and City Cast.
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 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.
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 third quarter and first nine months of 2025 due to the new restaurant openings and modest price increases, partially offset by softer demand and lower guest traffic at the DC restaurants in the third quarter of 2025. CRG reported an operating loss in the third quarter of 2025 and 2024, while reporting an operating profit in the first nine months of 2025 and 2024. Overall, excluding pre-opening expenses incurred for new restaurants, operating results declined in the third quarter and first nine months of 2025.
Previous 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.
Current wording
Framebridge is a custom framing service company, headquartered in Washington, DC, with 39 retail locations, andthree manufacturing facilities in Kentucky, Virginia and Nevada (opened in the third quarter of 2025). In the first nine months of 2025, Framebridge opened eight new retail stores, including two new stores in California. Framebridge plans to open additional stores in the fourth quarter 2025 and continues to actively explore other opportunities for further store expansion.
Previous 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.
Current wording
Revenues grew in the third quarter and first nine 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 first nine monthsof 2025 and 2024. Excluding revenues and expansion costs incurred in the third quarter of 2025 from new retail store openings and the new manufacturing facility in Nevada, operating losses declined in the third quarter of 2025 compared to the third quarter of 2024.
Previous wording
In the first and second quarters of 2024, Framebridge implemented a SIP, which was funded by the assets of the Company’s pension plan; $0.4 million and $1.0 million in related non-operating pension expense was recorded in the first and second quarters of 2024, respectively.
Current wording
In the first and second quarters of 2024, Framebridge implemented a SIP, which was funded from the assets of the Company’s pension plan; $0.4 million and $1.0 million in related non-operating pension expense was recorded in the first and second quarters of 2024, respectively.
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, 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.
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 designs of various consumer products; and three investment stage businesses, Decile, City Cast and Supporting Cast. Foreign Policy, Supporting Cast and City Cast reported revenue growth in the first nine months of 2025, while 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 nine months of 2025 adversely affected operating results, while Foreign Policy reported an operating profit during this period.
Previous 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.
Current wording
In the third quarter of 2025, the Company offered SIPs to certain employees at Code3, Saatchi Art, and Society6; $1.1 million in related non-operating pension expense was recorded. 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 third quarter of 2024, the Company offered SIPs to certain employees at Society6, Saatchi Art, WGB, Decile and Slate; $0.8 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 programs werefu nded from the assets of the Company’s pension plan.
Previous 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.
Current wording
At September 30, 2025, the Company held an approximate 23% 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 earnings of affiliates of $15.8 million for the third quarter of 2025, compared to losses of $13.4 million for the third quarter of 2024. These amounts include $5.8 million and $2.3 million in net losses for the third quarter of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company. The 2025 amount also includes a gain of $18.6 million in equity earnings related to the Company’s investment in Intersection. The 2024 amount also includes a $14.4 million impairment loss on the Company’s investment in N2K Networks.
Previous wording
The Company recorded equity in lossesof affiliates of $5.3 million for the first six months of 2025, compared to earnings of$4.9 million for the first six months of 2024. These amounts include $12.3 million and $2.6 million in net losses for the first six months of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company.
Current wording
The Company recorded equity in earnings of affiliates of $10.5 million for the first nine months of 2025, compared to losses of $8.5 million for the first nine months of 2024. These amounts include $18.1 million and $4.9 million in net losses for the first nine months of 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company. The 2025 amount also includes a gain of $18.6 million in equity earnings related to the Company’s investment in Intersection. The 2024 amount also includes a $14.4 million impairment loss on the Company’s investment in N2K Networks.
Previous wording
The Company incurred net interest expense of$15.8 million and$95.6 million for the second quarter and first six months of 2025, respectively, compared to $89.3 million and$106.4 million for the second quarter and first six months of 2024.
Current wording
The Company incurred net interest expense of$15.7 million and$111.3 million for the third quarter and first nine months of 2025, respectively, compared to $23.6 million and$130.0 million for the third quarter and first nine months of 2024.
Previous 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.
Current wording
The Company recorded interest expenseof $0.7 million and $68.3 million in the third quarter and first nine months of 2025, respectively; compared to $9.7 million and $85.1 million in the third quarter and first nine 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 the first nine months 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 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.
Current wording
At September 30, 2025, the Company had $731.9 million in borrowings outstanding at an average interest rate of 5.9%, and cash, marketable equity securities and other investments of $1,242.9 million. At September 30, 2025, the Company had $67.2 million outstanding on its $300 million revolving credit facility.
Previous 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.
Current wording
The Company recorded net non-operating pension and postretirement benefit income of$31.0 million and$94.3 million for the third quarter and first nine months of 2025, respectively, compared to $38.3 million and $105.4 million for the third quarter and first nine months of 2024, respectively.
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Previous report — wording carried elsewhere
•$2.6 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $1.9 million, or$0.43 per share);
Previous report — wording carried elsewhere
Acquisitions. In June 2025, Kaplan acquiredone small business which is included in its supplemental education division. During 2024, the Company acquired two small businesses. In January 2024, the Company acquired one small business which is included in other businesses. In May 2024, Kaplan acquired one small business which is included in its international division.
Previous report — wording carried elsewhere
On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation, which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of approximately $105 million in net pension obligations.