Graham Holdings Co

Previous 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.

Current wording

The Company reported netincome attributable to common shares of$29.1 million ($6.62 per share) for the first quarter of 2026, compared to $23.9 million ($5.45 per share) for the first quarter of 2025.

Previous wording

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

Current wording

Items included in the Company’s net income for the first quarter of 2026:

Previous 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);

Current wording

•$4.1 million in non-operating expenses related to Separation Incentive Programs (SIPs) at the education, television broadcasting and manufacturing divisions, other businesses and the corporate office (after-tax impact of $3.0 million, or $0.69 per share);

Previous wording

•$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 wording

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

Previous 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.

Current wording

Revenue for the first quarter of 2026 was $1,236.0 million, up 6% from $1,165.9 million in the first quarter of 2025. Revenues increased at education, television broadcasting, healthcare and manufacturing, partially offset by declines at automotive and other businesses. The Company reported operating income of$57.8 million for the first quarter of 2026, compared to $47.5 million for the first quarter of 2025. The increase in operating results is due toimproved results at television broadcasting, manufacturing and other businesses, partially offset by declines at education, healthcare and automotive.

Previous 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.

Current wording

Education division revenue totaled$440.5 million for the first quarter of 2026, up 4% from $424.7 million for the same period of 2025. Kaplan reported operating income of$32.4 million for the first quarter of 2026, compared to $40.0 million for the first quarter of 2025.

Previous 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.

Current wording

Kaplan International includes postsecondary education, professional training and language training businesses largely outside the United States (U.S.). Kaplan International revenue increased 4%for the first quarterof 2026 (3% decrease on a constant currency basis) due to increases at Singapore, UK Professional and Kaplan Open Learning (KOL), partially offset by declines at Pathways. Kaplan International reported operating income of $31.4 million in the first quarter of 2026, compared to $30.1 million in the first quarter of 2025. Operating results at Singapore and KOL grew significantly as a result of strong enrollment growth. The increase was partially offset by declines at the Pathways business. In particular, revenues and operating results were down significantly at US Pathways due to the continued adverse impact of changes in U.S. visa policies and practices for international students recruited by Kaplan to study in the U.S.

Previous 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.

Current wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 4% for the first quarter of 2026, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 8% for the first three months of 2026 compared to the first three months of 2025. For the first quarter of 2026, Kaplan recorded the full fee from Purdue Global, while only a portion of the fee from Purdue Global was recorded for the first quarter of 2025. However, in the second quarter and first six months of 2025, Kaplan recorded the full 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 2026 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 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.

Current wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Ed revenue increased 2% due to growth in most of its professional preparation program offerings, offset in part by softness in publishing sales volume. Operating results increased in the first quarter of 2026 from revenue growth and improved margins.

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 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.

Current wording

Graham Media Group 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.

Previous 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.

Current 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 2026 expected to decline compared with 2025, and this trend is expected to continue.

Previous wording

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 wording

The healthcare group provides nursing care and prescription services for patients receiving in-home infusion treatments through its 93.4% interest in CSI Pharmacy Holding Company, LLC (CSI). In August 2025, CSI purchased Pine Drug Holdings, LLC and was issued a California pharmacy license, with dispensing operations commencing late in the fourth quarter of 2025. CSI revenue increased 31% in the first quarter of 2026 from continued expansion of treatment offerings and patient service areas. Operating results were down in the first quarter of 2026 due to various operational investments including expanding CSI’s pharmacy facility locations; lower operating margins for certain products compared with the first quarter of 2025; and increased incentive compensation expense. The Company expects revenue and operating income growth at CSI for the remainder of 2026 compared with 2025.

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 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.

Current wording

Healthcare also includes Graham Healthcare Group (GHG), which provides home health and hospice services in seven states. In March 2026, GHG acquired Covenant Home Health of Havertown, PA, a home health provider in Eastern Pennsylvania. Healthcare also includes Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an allergy, asthma and immunology physician practice), Skin

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 $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.

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 $3.5 million and $3.2 million for the first quarters of 2026 and 2025, respectively, from these joint ventures.

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. 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.

Current wording

Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications, and aluminum cladding products for the non-residential market; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce, 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 $107.5 million in net pension obligations.

Previous 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.

Current wording

Manufacturing revenues increased 28% in the first quarter of 2026 due to increased revenues at Hoover and Joyce, partially offset by lower revenues at Dekko and Forney. The revenue increase at Hoover is due largely to the Hoover Architectural Solutions business acquisition. Excluding the acquisition, overall volumes were flat in the first quarter of 2026. Hoover results included wood gains on inventory sales in both the first quarter of 2026 and 2025. Manufacturing operating results improved in the first quarter of 2026 due to significant growth at Joyce, and growth at Dekko and Forney. The increase was partially offset by an overall decline at Hoover, due to increased intangible asset amortization and transition costs related to the Arconic acquisition.

Previous 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.

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 Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge, Ourisman Toyota of Richmond, and Ourisman Kia of Bethesda. In addition, on October 21, 2025, the Company acquired a Honda automotive dealership in Woodbridge, VA, including the real property for the dealership operations. Automotive also includes Roda, which provides valet automotive repair services in the Washington, DC metropolitan area. 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

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 wording

The Company ceased operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025.

Previous 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.

Current wording

Revenues for the first quarter of 2026 decreased 5% due partly to the closure of the Ourisman Jeep of Bethesda dealership in September 2025, offset by increased revenues from the Honda of Woodbridge dealership acquisition. Excluding these dealerships, revenues were down mostly from declines in new and used vehicle sales, partially offset by sales growth for services and parts. Operating results were down in the first quarter of 2026 due largely to lower overall sales and gross margins on new and used vehicles, partially offset by earnings from the Honda of Woodbridge dealership acquisition and higher overall gross profit on services and parts.

Previous 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.

Current wording

Overall, revenue from other businesses declined 3% in the first quarter of 2026. Specialty revenue increased due to revenue growth at Supporting Cast. Retail revenue increased due to revenue growth at Framebridge, partially offset by lower revenue at Society6 and Saatchi Art. Media revenue declined due to the sale of WGB and lower revenue at Slate and Code3, partially offset by revenue growth at Foreign Policy and City Cast.

Previous wording

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

Current wording

CRG plans to open a new restaurant in Reston, VA in the third quarter of 2026, as well as a Clyde’s at Dulles International Airport under a licensing agreement later in 2026.

Previous 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.

Current wording

Framebridge is a custom framing service company, headquartered in the Washington, DC metropolitan area, with 47 retail locations, andfour manufacturing facilities in Kentucky, Virginia and Nevada (opened in the third quarter of 2025). In the first three months of 2026, Framebridge opened three new retail stores. Framebridge plans to open additional stores in 2026 and continues to actively explore other opportunities for further store and manufacturing expansion.

Previous 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.

Current wording

Revenues grew in the first quarter of 2026 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same periods in 2025, partially offset by slightly lower online revenues. Framebridge is an investment stage business and reported significant operating losses in the first three monthsof 2026 and 2025. Framebridge operating results include ongoing expansion investments from new retail store openings and the manufacturing facility in Nevada.

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 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.

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 three months of 2026, while Society6, Slate, Saatchi Art and Code3 reported revenue declines. Losses from City Cast, Society6, Slate, Saatchi Art and Decile in the first three months of 2026 adversely affected operating results.

Previous wording

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 wording

In the first quarter of 2026, the Company offered SIPs to certain employees at Slate and Code3; $1.0 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. These programs werefu nded from the assets of the Company’s pension plan.

Previous 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.

Current wording

At March 31, 2026, the Company held an approximate 25% interest in 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 a joint venture managed by Kaplan. Overall, the Company recorded equity in earnings of affiliates of $34.9 million for the first quarter of 2026, compared to losses of $8.4 million for the first quarter of 2025. These amounts include $31.0 million in net earnings and $11.9 million in net losses for the first quarter of 2026 and 2025, respectively, from affiliates whose operations are not managed by the Company.

Previous 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.

Current wording

The Company incurred net interest expense of$13.8 million for the first quarter of 2026, compared to $79.8 million for the first quarter of 2025.

Previous 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.

Current wording

The Company recorded interest incomeof $0.7 million in the first quarter of 2026, compared to interest expense of $66.4 million in the first quarter of 2025, 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.

Previous wording

Excluding these adjustments, the decrease in net interest expense relates primarily to lower interest rates on the Company’s variable debt.

Current wording

Excluding these adjustments, the increase in net interest expense relates primarily to higher debt balances in the first quarter of 2026 compared to the first quarter of 2025.

Previous 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.

Current wording

At March 31, 2026, the Company had $822.0 million in borrowings outstanding at an average interest rate of 5.8%, and cash, marketable equity securities and other investments of $1,171.8 million. At March 31, 2026, the Company had $149.1 million outstanding on its $400 million revolving credit facility.

Previous 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.

Current wording

The Company recorded net non-operating pension and postretirement benefit income of$31.1 millionfor the first quarter of 2026, compared to $34.6 million for the first quarter of 2025.

Previous wording

In the third quarter of 2025, the Company recorded $2.5 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, manufacturing and other businesses. 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.

Current wording

In the first quarter of 2026, the Company recorded $4.1 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, manufacturing, other businesses and the Corporate office. 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

Overall, the Company recognized$84.8 millionand$117.0 million in net gainson marketable equity securities in the third quarter and first nine months of 2025, respectively, compared to$30.5 million and$154.3 million in net gains on marketable equity securities in the third quarter and first nine months of 2024, respectively.

Current wording

Overall, the Company recognized$68.9 million in net losseson marketable equity securities in the first quarter of 2026, compared to$43.8 million in net gains on marketable equity securities in the first quarter of 2025.

Previous wording

The Company recorded a nominal net other non-opera ting income amountfor the third quarter of 2025, compared to other non-operating expense of $0.5 million for the third quarter of 2024. The 2025 amounts included $1.1 million in foreign currency gains and other items; partially offset by $1.5 million in impairments on cost method investments. The 2024 amounts included $4.6 million in foreign currency losses; partially offset by a gain of$3.8 million on the sale of certain businesses and websites, and other items.

Current wording

The Company recorded total other non-opera ting expense, net, of$0.4 million for the first quarter of 2026, compared to other non-operating expense of $4.1 million for the first quarter of 2025. The 2026 amounts included $1.2 million in foreign currency losses, partially offset by a $0.5 million gain on sale of a cost method investment and other items. The 2025 amounts included $4.4 million in foreign currency losses; partially offset by other items.

Previous wording

The Company’s effective tax rate for the first nine months of 2025 and 2024 was 30.6% and 32.2%, respectively. The Company’s effective tax rate for the first nine 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 nine 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.

Current wording

The Company’s effective tax rate for the first three months of 2026 and 2025 was 24.4% and 23.5%, respectively.

Previous wording

The calculation of diluted earnings per share for the third quarter and first nine months of 2025 was based on 4,377,884 and 4,369,922 weighted average shares outstanding, respectively, compared to 4,384,123 and 4,422,816 for the third quarter and first nine monthsof 2024. At September 30, 2025, there were 4,361,833 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 September 30, 2025.

Current wording

The calculation of diluted earnings per share for the first quarter of 2026 was based on 4,374,912 weighted average shares outstanding, compared to 4,358,328 for the first quarterof 2025. At March 31, 2026, there were 4,329,530 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 430,292 shares as of March 31, 2026.

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 $232.8 million at September 30, 2025 and the undrawn $50.0 million delayed draw term loan at the automotive subsidiary; the delayed draw term loan was subsequently utilized to finance the acquisition of a Honda automotive dealership in October 2025.

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 $400 million revolving credit facility, amounting to $250.9 million at March 31, 2026.

Previous wording

During the first nine months of 2025, the Company’s cash and cash equivalents decreased by $70.0 million, due to thesettlement of a significant portion of the mandatorily redeemable noncontrolling interest, capital expenditures, purchase of marketable equity securities, business acquisitions, investments in equity affiliates, dividend payments, and net repayments of the vehicle floor plan payable and other borrowings, which was offset by cash generated from operations. In the first nine months of 2025, the Company’s borrowings decreased by $16.3 million, primarily due to repayments under the term loan, commercial notes at the automotive subsidiary and other debt.

Current wording

During the first three months of 2026, the Company’s cash and cash equivalents decreased by $102.5 million after adjusting for the inclusion of $28.8 million of cash and cash equivalents included in current assets held for sale following the classification of the KLG disposal group as held for sale. The decrease in cash and cash equivalents was due to share repurchases; capital expenditures; business acquisitions; dividend payments; the redemption of noncontrolling interests; and net repayments of borrowings and the vehicle floor plan payable. The decrease was partially offset by cash generated from operations and proceeds from the net sale of marketable equity securities. In the first three months of 2026, the Company’s borrowings decreased by $58.8 million, primarily due to repayments under the revolving credit facility and commercial notes at the automotive subsidiary, partially offset by increases in other debt.

Previous wording

As of September 30, 2025 and December 31, 2024, the Company had money market investments of $5.6 million and $3.9 million, that are included in cash and cash equivalents. At September 30, 2025, the Company held approximately $108 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.

Current wording

As of March 31, 2026 and December 31, 2025, the Company had money market investments of $7.5 million and $5.3 million, that are included in cash and cash equivalents. At March 31, 2026, the Company held approximately $116 million in cash and cash equivalents in businesses domiciled outside the U.S. that includes $28.8 million of cash and cash equivalents included in current assets held for sale, of which approximately $7 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.