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Graham Holdings Co

For the period ended Jun 30, 2026. Filed Jul 30, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Jul 30, 2026

GHC$1,212.02-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001628280-26-028607

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001628280-26-050826

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

The 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 119 previous paragraphs and 152 current paragraphs.

47 unchanged; 65 reworded; 35 added; 4 removed; 3 previous and 5 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 (35)

Current report

•a $137.0 million settlement gain related to a retiree annuity pension purchase (after-tax impact of $101.3 million, or $23.38 per share);

Current report

•$101.9 million in net gains on marketable equity securities (after-tax impact of $75.9 million, or $17.50 per share);

Current report

•$17.9 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $13.3 million, or $3.08 per share);

Current report

•a non-operating loss of $5.8 million from the impairment of an equity method investment (after-tax impact of $4.3 million, or $1.00 per share);

Current report

•a $69.6 million income tax benefit related to the KLG business ($16.05 per share); and

Current report

•$19.2 million in income tax expense recorded in connection with global minimum corporate income tax obligations in non-U.S. jurisdictions ($4.43 per share).

Current report

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

Current 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

Current 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).

Current report

For the first six months of 2026, the Company reported net income attributable to common shares of $310.2 million ($71.04 per share), compared to $60.6 million ($13.81 per share) for the firstsix months of 2025.

Current report

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

Current report

•$24.2 million of impairment charges and loss on sale related to KLG (after-tax impact of$24.8 million, or$5.67 per share);

Current report

•a $137.0 million settlement gain related to a retiree annuity pension purchase (after-tax impact of $101.3 million, or $23.21 per share);

Current report

•$7.9 million in non-operating expenses related to SIPs and a VRIP ateducation, television broadcasting and manufacturing divisions, other businesses and the corporate office (after-tax impact of$5.9 million, or$1.34 per share);

Current report

•$0.9 million in interest income to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of$0.8 million, or$0.17 per share);

Current report

•$33.0 millionin net gains on marketable equity securities (after-tax impact of$24.5 million, or$5.62 per share);

Current report

•net non-operating gains of$5.3 millionfrom earnings, sales and impairments of equity and cost method investments (after-tax impact of $4.0 million, or $0.91 per share);

Current report

•a $69.6 million income tax benefit related to the KLG business ($15.93 per share); and

Current report

•$19.2 million in income tax expense recorded in connection with global minimum income tax obligations in non- U.S. jurisdictions ($4.39 per share).

Current report

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

Current report

•$6.6 million in non-operating expenses related to a SIPs at other businesses and the education and television broadcasting divisions (after-tax impact of$4.9 million, or$1.12 per share);

Current 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);

Current report

•$32.3 million in net gains on marketable equity securities (after-tax impact of$24.0 million, or$5.46 per share);

Current 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

Current 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).

Current report

For the first six months of 2026, education division revenue totaled $858.3 million, down slightly from $861.5 million for the same period of 2025. Kaplan reported operating income of $82.7 million for the first six months of 2026, compared to $86.2 million for the first six months of 2025.

Current report

Revenue at the television broadcasting division increased 3% to $109.6 million in the second quarter of 2026, from $106.0 million in the same period of 2025. The revenue increase is due to an $8.5 million increase in political advertising revenue, partially offset by a $2.3 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the second quarter of 2026 was up 9% to $30.5 million, from $27.9 million in the same period of 2025, due to higher revenues.

Current report

Healthcare division revenue totaled$457.0 million for the first six months of 2026, up 22% from$376.0 million for the same period of 2025. Healthcare reported operating income of$42.0 million for the first six months of 2026, compared to$43.4 million for the same period of 2025.

Current report

The Company recorded equity in earnings of affiliates of $15.0 million for the first six months of 2026, compared to losses of $5.3 million for the first six months of 2025. These amounts include $13.1 million in net earnings and $12.3 million in net losses for the first six months of 2026 and 2025, respectively, from affiliates whose operations are not managed by the Company. The 2026 amount also included a $5.8 million impairment loss on the Company’s investment in Realm.

Current report

In the second quarter of 2026, the Company recorded a pre-tax, noncash settlement gain of $137.0 million in connection with the purchase of an irrevocable group annuity contract from an insurance company.

Current report

The Company recognized a U.S. income tax benefit of $69.6 million during the six months ended June 30, 2026, in connection with the restructuring and sale of the KLG business. As a result of this significant U.S. income tax benefit, the Company accrued a non-U.S. global minimum corporate top-up income tax expense of $19.2 million in the second quarter of 2026. This accrual relates to non-U.S. jurisdictions that have not yet enacted legislation adopting recent guidance from the Organization for Economic Co-operation and Development (OECD), which would exempt U.S. parent multinational groups from Pillar Two top-up tax on their U.S. source income. The enactment of legislation in the U.K. and other jurisdictions would have a favorable impact on the Company’s income tax provision and could result in a complete reversal of the $19.2 million accrued amount without payment.

Current report

The Company’s effective tax rate for the first six months of 2025 was 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.

Current report

Disposition of Businesses. In May 2026, Kaplan completed the sale of the KLG business, which is included in Kaplan international. KLG comprised Kaplan International Languages, Alpadia Language Schools, Azurlingua and English as a second language (ESL) Education. In April 2025, Kaplan completed the sale of a small business, BridgeU Limited, which was included in Kaplan International. In the first half of 2025, WGB completed the sale of various websites and related businesses that made up the WGB operations. All remaining WGB operations were substantially shut down by the end of the third quarter of 2025.

Current report

Proceeds from repayment of related party loan. In the second quarter of 2026, the Company received $16.3 million from Purdue Global related to the advance of $20.0 million during the initial KU transaction.
Removed paragraphs (4)

Previous report

•a non-operating gain of $0.5 million from the sale of a cost method investment (after-tax impact of $0.4 million, or $0.08 per share).

Previous report

•$43.8 million in net gains on marketable equity securities (after-tax impactof $32.6 million, or$7.43 per share); and

Previous report

•$11.9 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $8.9 million, or $2.02 per share).
Reworded paragraphs (65)

Previous 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.

Current wording

The Company reported netincome attributable to common shares of$281.1 million ($64.86 per share) for the second quarter of 2026, compared to $36.7 million ($8.35 per share) for the second quarter of 2025.

Previous wording

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

Current wording

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

Previous 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);

Current wording

•$3.8 million in non-operating expenses related to Separation Incentive Programs (SIPs) and a Voluntary Retirement Incentive Program (VRIP) at the education, television broadcasting and manufacturing divisions, and other businesses (after-tax impact of $2.8 million, or $0.66 per share);

Previous wording

•$0.7 million in interest income to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $0.5 million, or $0.12 per share);

Current wording

•$0.2 million in interest income to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $0.2 million, or $0.05 per share);

Previous wording

•$19.0 million of impairment charges related to the Kaplan Languages Group (KLG) (after-tax impact of $14.3 million, or $3.26 per share);

Current wording

•a$5.2 million loss on the sale of Kaplan Languages Group (KLG) (after-tax impact of$10.4 million, or $2.41 per share);

Previous 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);

Current wording

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

Previous wording

•$66.4 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of$50.4 million, or$11.49 per share);

Current wording

•$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 wording

•$68.9 million in net losses on marketable equity securities (after-tax impact of $51.3 million, or $11.66 per share);

Current wording

•$11.5 million in net losses on marketable equity securities (after-tax impactof $8.6 million, or$1.95 per share);

Previous 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.

Current wording

Revenue for the second quarter of 2026 was $1,302.5 million, up 7% from $1,215.8 million in the second quarter of 2025. Revenues increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a decline at education. The Company reported operating income of$83.6 million for the second quarter of 2026, compared to $72.8 million for the second quarter of 2025. The increase in operating results is due toimproved results at education, television broadcasting and other businesses, partially offset by declines at healthcare, manufacturing and automotive.

Previous wording

•$31.0 million in net earnings of affiliates whose operations are not managed by the Company (after-tax impact of $23.1 million, or $5.24 per share); and

Current wording

•$13.1 million in net earnings of affiliates whose operations are not managed by the Company (after-tax impact of$9.7 million, or$2.23 per share);

Previous 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.

Current wording

Education division revenue totaled$417.8 million for the second quarter of 2026, down 4% from $436.8 million for the same period of 2025. Kaplan reported operating income of$50.3 million for the second quarter of 2026, compared to $46.2 million for the second quarter of 2025.

Previous wording

In the first quarter of 2026, the Company entered into an agreement to sell KLG included in Kaplan International, with an expected closing date of May 1, 2026. At March 31, 2026, the Company classified the assets and liabilities of KLG as held for sale; the Company also recorded a $19.0 million pre-tax impairment charge in the first quarter of 2026 related to the KLG business. Excluding the impairment charge, Kaplan’s operating income was up significantly in the first quarter of 2026.

Current wording

In the first quarter of 2026, the Company entered into an agreement to sell KLG included in Kaplan International and recorded a $19.0 million pre-tax impairment charge. Excluding the impairment charge, Kaplan’s operating income was up significantly in the first six months of 2026. The transaction closed on May 1, 2026 and the Company recorded a $5.2 million non-operating pre-tax loss on the sale of the business in the second quarter of 2026.

Previous 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.

Current wording

Kaplan International includes postsecondary education and professional training businesses largely outside the United States (U.S.). Kaplan International revenue decreased 7%for the second quarterof 2026 (10% decrease on a constant currency basis) and decreased 2% for the first six months of 2026 (7% decrease on a constant currency basis) due to the sale of KLG and declines at Pathways, partially offset by increases at Singapore and UK Professional. Kaplan International reported operating income of $32.9 million in the second quarter of 2026, compared to $29.9 million in the second quarter of 2025. Operating income increased to $64.3 million in the first six months of 2026, compared to $60.0 million in the first six months of 2025. Operating results at Singapore, Kaplan Open Learning, UK Professional and Australia grew as a result of strong enrollment growth. The increase was partially offset by broad declines at the Pathways businesses in the United Kingdom (U.K.), Australia and the U.S.

Previous 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.

Current wording

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 2% and 3% for the second quarter and first six months of 2026, respectively, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 5% for the first six months of 2026 compared to the first six months of 2025. For the second quarters and first six months of 2026 and 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 declined in the second quarter of 2026, as operating results in the second quarter of 2025 included a portion of the Purdue Global full fee recognition related to the first quarter of 2025. Higher Education operating results improved in the first six months 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. 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.

Current wording

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Education revenue was up slightly in the first half of 2026 due to growth in some of its professional preparation program offerings, offset by softness in publishing sales volume. Operating results increased in the second quarter and first six months of 2026 from improved margins.

Previous wording

In the first quarter of 2026, the Company offered a SIP to certain employees at Kaplan International, Higher Education and Supplemental Education; $1.9 million in related non-operating pension expense was recorded in the first quarter of 2026. This program was funded from the assets of the Company’s pension plan.

Current wording

In the second quarter of 2026, the Company offered a SIP to certain employees at Supplemental Education, Higher Education, Kaplan International and Kaplan corporate; $1.2 million in related non-operating pension expense was recorded in the second quarter of 2026. In the first quarter of 2026, the Company offered a SIP to certain employees at Kaplan International, Higher Education and Supplemental Education; $1.9 million in related non-operating pension expense was recorded in the first quarter of 2026. 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. These programs were funded from the assets of the Company’s pension plan.

Previous wording

Revenue at the television broadcasting division increased 8% to $111.6 million in the first quarter of 2026, from $103.6 million in the same period of 2025. The revenue increase is due to a $7.3 million increase in political advertising revenue and increases from winter Olympics and Super Bowl advertising revenue at the Company’s NBC affiliates in the first quarter of 2026, partially offset by a $2.9 million decrease in retransmission revenue. Operating income for the first quarter of 2026 was up 39% to $33.9 million, from $24.4 million in the same period of 2025, due to higher revenues and lower overall costs.

Current wording

Revenue at the television broadcasting division was up 6% to $221.2 million in the first six months of 2026, from $209.5 million in the same period of 2025. The revenue increase is due to a $15.8 million increase in political advertising revenue and increases from winter Olympics and Super Bowl advertising revenue at the Company’s NBC affiliates in the first quarter of 2026, partially offset by a $5.2 million decrease in retransmission revenue. Operating income for the first six months of 2026 was up 23% to $64.4 million, from $52.3 million in the same period of 2025, due to higher revenues.

Previous 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.

Current wording

In the first and second quarters of 2026, the Company offered SIPs to certain employees at the television broadcasting division; $0.6 million and $0.3 million, respectively, in related non-operating pension expense was recorded. In the second quarter of 2025, the Company offered a SIP to certain employees at the television broadcasting division; $0.1 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

Previous wording

In March 2026, the Company’s television station in San Antonio (KSAT) entered into a new network affiliation agreement with ABC that covers the period April 1, 2026 through March 31, 2030.

Current wording

In May 2026, the Company’s television station in Orlando (WKMG) entered into a new network affiliation agreement with CBS that covers the period July 1, 2026 through December 31, 2027. In March 2026, the Company’s television station in San Antonio (KSAT) entered into a new network affiliation agreement with ABC that covers the period April 1, 2026 through March 31, 2030.

Previous wording

Healthcare division revenue totaled$209.3 million for the first quarter of 2026, up 20% from$173.7 million for the same period of 2025. Healthcare reported operating income of$17.4 million for the first quarter of 2026, compared to$18.3 million for the first quarter of 2025.

Current wording

Healthcare division revenue totaled$247.7 million for the second quarter of 2026, up 22% from$202.2 million for the same period of 2025. Healthcare reported operating income of$24.6 million for the second quarter of 2026, compared to$25.1 million for the second quarter of 2025.

Previous 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.

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 both the second quarter and first six months of 2026 from continued expansion of treatment offerings and patient service areas. Operating results were down in the second quarter and first six months of 2026 due to various operational investments including expanding CSI’s pharmacy facility locations; lower operating margins for certain products compared with the second quarter and first six months of 2025; and increased incentive compensation expense. The Company expects continued revenue growth at CSI for the remainder of 2026 compared with 2025.

Previous wording

Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Revenue increased in other healthcare businesses by 10% in the first quarter of 2026 from growth in home health and hospice services and each of the other healthcare businesses. Operating results improved at home health and hospice in the first quarter of 2026, partly due to a reduction in pension expense. Overall, operating results also improved at the other four healthcare businesses in the first quarter of 2026.

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 Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Revenue increased in other healthcare businesses by 12% and 11% in the second quarter and first six months of 2026 from growth in home health and hospice services and each of the other healthcare businesses. Operating results improved at home health and hospice in the second quarter and first six months of 2026, partly due to a reduction in pension expense. Overall, operating results declined at the other four healthcare businesses in the second quarter and first six months of 2026.

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

Current wording

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $3.6 million and $3.4 million for the second quarters of 2026 and 2025, respectively, from these joint ventures. The Company recorded equity in earnings of $7.1 million and $6.6 million for the first six months of 2026 and 2025, respectively, from these joint ventures.

Previous 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.

Current wording

Manufacturing revenues increased 39% and 33% in the second quarter and first six months of 2026, respectively, due to increased revenues at Hoover, Joyce and Forney, partially offset by lower revenues at Dekko. The revenue increase at Hoover is due largely to the Hoover Architectural Solutions business acquisition. Excluding the acquisition, overall volumes increased in the second quarter and first six months of 2026. Hoover results included wood gains on inventory sales in both the second quarter and first six months of 2026 and 2025. Manufacturing operating results declined in the second quarter of 2026 due to an overall decline at Hoover from increased intangible asset amortization and transition costs related to the Arconic acquisition, along with declines at Forney and Dekko, partially offset by significant growth at Joyce. Manufacturing operating results increased in the first six months of 2026 due to significant growth at Joyce, and improved results at Dekko. The increase was partially offset by an overall decline at Hoover from increased intangible asset amortization and transition costs related to the Arconic acquisition, and a modest decline at Forney.

Previous wording

In the first quarter of 2026, the Company offered a SIP to certain employees at Dekko and Joyce; $0.2 million in related non-operating pension expense was recorded. This program was funded from the assets of the Company’s pension plan.

Current wording

In the second quarter of 2026, the Company offered a VRIP to certain employees at Dekko; $2.0 million in related non-operating pension expense was recorded. In the first quarter of 2026, the Company offered a SIP to certain employees at Dekko and Joyce; $0.2 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

Previous 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.

Current wording

Revenues for the second quarter of 2026 increased 6% due partly to increased revenues from the Honda of Woodbridge dealership acquisition, offset by the closure of the Ourisman Jeep of Bethesda dealership in September 2025. Excluding these dealerships, revenues were down mostly from declines in used vehicle sales, partially offset by sales growth for new vehicles and services and parts. Operating results were down in the second quarter of 2026 due largely to lower gross profits on new and used vehicles, partially offset by earnings from the Honda of Woodbridge dealership acquisition, the closure of the Ourisman Jeep of Bethesda dealership, and higher overall gross profits on services and parts.

Previous 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.

Current wording

Overall, revenue from other businesses increased 4% and 1% in the second quarter and firstsix months of 2026. Specialty revenue increased due to revenue growth at CRG and Supporting Cast. Retail revenue increased due to revenue growth at Framebridge and Saatchi Art, partially offset by lower revenue at Society6. 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

Overall, operating losses at other businesses were down in the first quarter of 2026, due to a reduction of losses from the sale of WGB and improved results at Society6, Code3, Decile, Supporting Cast and Saatchi Art, partially offset by declines at CRG and Slate.

Current wording

Overall, operating losses at other businesses were down in the second quarter and firstsix months of 2026, due to a reduction of losses from the sale of WGB and improved results at Society6, Saatchi Art, Decile, Code3 and Supporting Cast, partially offset by declines at CRG, Framebridge, Slate, City Cast and Foreign Policy.

Previous wording

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. Revenue was flat in the first quarter of 2026 and CRG reported a small operating loss due to severe weather conditions and the temporary closure of two restaurants and related repair work that was completed early in the quarter. CRG reported an operating profit in the first quarter of 2025.

Current wording

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. Revenue was up in the second quarter and first six months of 2026. CRG reported an operating profit for thesecond quarter and firstsix months of 2026 and 2025, with operating results down for the first half of 2026 due to severe weather conditions and the temporary closure of two restaurants and related repair work that was completed early in the first quarter of 2026.

Previous 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.

Current wording

In the second quarter of 2026, operations commenced under a Clyde’s licensing agreement at Dulles International Airport. CRG plans to open a new restaurant in Reston, VA in the fourth quarter of 2026.

Previous 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.

Current wording

Framebridge is a custom framing service company, headquartered in the Washington, DC metropolitan area, with 48 retail locations, and four manufacturing facilities in Kentucky, Virginia and Nevada (opened in the third quarter of 2025). In the first six months of 2026, Framebridge opened four new retail stores. Framebridge plans to open additional stores and manufacturing facilities in the second half of 2026, and continues to actively explore other opportunities for further store and manufacturing expansion.

Previous 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.

Current wording

Revenues grew in the second quarter and first six months 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, and a modest increase in online revenues. Framebridge is an investment stage business and reported significant operating losses in the first six monthsof 2026 and 2025. Framebridge operating results include ongoing expansion investments from new retail store openings and manufacturing facilities.

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 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.

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, Saatchi Art, Supporting Cast and City Cast reported revenue growth in the first six months of 2026, while Society6, Slate, Code3 and Decile reported revenue declines. Losses from City Cast, Society6, Slate, Decile, Saatchi Art and Code3 in the first six months of 2026 adversely affected operating results, while Foreign Policy reported an operating profit.

Previous wording

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions.

Current wording

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate expenses were higher in the first half of 2026 due largely to increased legal and tax professional services costs.

Previous 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.

Current wording

At June 30, 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 losses of affiliates of $19.9 million for the second quarter of 2026, compared to earnings of $3.1 million for the second quarter of 2025. These amounts include $17.9 million and $0.4 million in net losses for the second quarter of 2026 and 2025, respectively, from affiliates whose operations are not managed by the Company. The 2026 amount also included a $5.8 million impairment loss on the Company’s investment in Realm.

Previous wording

On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033. Interest is paid semi-annually on June 1 and December 1. Also on November 24, 2025, the Company used the net proceeds from the sale of the notes, together with the borrowings under the revolving credit agreement, to (i) redeem the$400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing$150 million term loan. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.

Current wording

On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033 (the Notes). Interest is paid semi-annually on June 1 and December 1. Also on November 24, 2025, the Company used the net proceeds from the sale of the Notes, together with the borrowings under the revolving credit agreement, to (i) redeem the$400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing$150 million term loan. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.

Previous 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.

Current wording

The Company incurred net interest expense of$15.3 million and$29.0 million for the second quarter and first six months of 2026, compared to $15.8 million and$95.6 million for the second quarter and first six months of 2025.

Previous 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.

Current wording

The Company recorded a reduction in interest expenseof $0.2 million and $0.9 million in the second quarter and first six months of 2026, respectively, compared to interest expense of $1.2 million and $67.6 million in the second quarter and first six months 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 increase in net interest expense relates primarily to higher debt balances in the first quarter of 2026 compared to the first quarter of 2025.

Current wording

Excluding these adjustments, the increase in net interest expense relates primarily to higher debt balances.

Previous 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.

Current wording

At June 30, 2026, the Company had $900.4 million in borrowings outstanding at an average interest rate of 5.7%, and cash, marketable equity securities and other investments of $1,297.4 million. At June 30, 2026, the Company had $231.2 million outstanding on its $400 million revolving credit facility.

Showing the first 40 of 65 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Revenue for the first six months of 2026 was $2,538.5 million, up 7% from $2,381.7 million in the first six months of 2025. Revenues increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a slight decline at education. The Company reported operating income of $141.5 million for the first six months of 2026, compared to $120.2 million for the first six months of 2025. The increase in operating results is due to improved results at television broadcasting, manufacturing and other businesses, partially offset by declines at education, healthcare and automotive.

Current report — wording carried from elsewhere

Revenues for the first six months of 2026 increased slightly due partly to increased revenues from the Honda of Woodbridge dealership acquisition, offset by the closure of the Ourisman Jeep of Bethesda dealership in September 2025. 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 six months of 2026 due largely to lower gross profits on new and used vehicles, partially offset by earnings from the Honda of Woodbridge dealership acquisition, the closure of the Ourisman Jeep of Bethesda dealership, and higher overall gross profits on services and parts.

Current report — wording carried from elsewhere

In the second quarter of 2026, the Company offered a SIP to certain employees at Code3 and Slate; $0.3 million in related non-operating pension expense was recorded. 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 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. These programs werefu nded from the assets of the Company’s pension plan.

Current report — wording carried from elsewhere

Also in the second quarter of 2026, the Company recorded$3.8 millionin expenses related to non-operating SIPs at Kaplan, the television broadcasting division, and other businesses and a VRIP at manufacturing. 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.

Current report — wording carried from elsewhere

The Company recorded total other non-operating expense, net, of$3.0 million for the first six months of 2026, compared to $20.5 million for the first six months of 2025. The 2026 amounts included a $5.2 million loss on the sale of KLG and $0.6 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 a $12.7 million impairment on a cost method investment and $8.9 million in foreign currency losses; partially offset by $0.4 million gain on sale of businesses and other items.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

In the first quarter of 2026, the Company offered a SIP to certain employees at the television broadcasting division; $0.6 million in related non-operating pension expense was recorded. This program was funded from the assets of the Company’s pension plan.

Previous report — wording carried elsewhere

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