Form 8-K

8-K — Graham Holdings Co

Accession: 0001628280-26-050829

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000104889

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ghc-20260730.htm (Primary)

EX-99. 1 — EXHIBIT 99. 1 (a2026q28-kexhibit991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: ghc-20260730.htm · Sequence: 1

ghc-20260730

false000010488900001048892026-07-302026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 2026

GRAHAM HOLDINGS COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-06714

53-0182885

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1812 North Moore Street, Arlington, Virginia

22209

(Address of principal executive offices) (Zip Code)

(703) 345-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered

Class B Common Stock, par value $1.00 per share GHC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2026, Graham Holdings Company issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2026. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Graham Holdings Company Earnings Release Dated July 30, 2026.

Exhibit Index

Exhibit 99.1 Graham Holdings Company Earnings Release dated July 30, 2026.

Exhibit 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Graham Holdings Company

(Registrant)

Date: July 30, 2026 /s/ Wallace R. Cooney

Wallace R. Cooney,

Chief Financial Officer

(Principal Financial Officer)

EX-99. 1 — EXHIBIT 99. 1

EX-99. 1

Filename: a2026q28-kexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Contact: Wallace R. Cooney For Immediate Release

(703) 345-6470 July 30, 2026

GRAHAM HOLDINGS COMPANY REPORTS

SECOND QUARTER EARNINGS

ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter of 2026. The Company also filed its Form 10-Q today for the quarter ended June 30, 2026 with the Securities and Exchange Commission.

Division Operating Results

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 to improved results at education, television broadcasting and other businesses, partially offset by declines at healthcare, manufacturing and automotive. The Company reported adjusted operating cash flow (non-GAAP) of $119.8 million for the second quarter of 2026, compared to $111.3 million for the second quarter of 2025. Adjusted operating cash flow increased at education, television broadcasting, manufacturing and other businesses, partially offset by declines at healthcare and automotive. Capital expenditures totaled $19.8 million for each of the second quarters of 2026 and 2025.

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. The Company reported adjusted operating cash flow (non-GAAP) of $232.7 million for the first six months of 2026, compared to $199.4 million for the first six months of 2025. Adjusted operating cash flow increased at education, television broadcasting, manufacturing and other businesses, partially offset by declines at healthcare and automotive. Capital expenditures totaled $40.6 million and $33.9 million for the first six months of 2026 and 2025, respectively.

Acquisitions and Dispositions of Businesses

In the first quarter of 2026, the Company entered into an agreement to sell the Kaplan Languages Group (KLG) included in Kaplan International and recorded a $19.0 million pre-tax impairment charge. The transaction closed on May 1, 2026; the Company recorded a $5.2 million loss on the sale of the business in the second quarter of 2026.

Pension Plan

In June 2026, the Company purchased an irrevocable group annuity contract from an insurance company for $113.9 million to settle $124.3 million of the outstanding defined benefit pension obligation related to certain retirees and beneficiaries. The purchase of the group annuity contract was funded from the assets of the Company’s pension plan. As a result of this transaction, the Company was relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits owed to approximately 1,080 retirees and beneficiaries, with no change to the amount, timing or form of monthly retirement benefit payments. As a result, the Company recorded a pre-tax noncash settlement gain of $137.0 million in the second quarter of 2026.

Income Taxes

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.

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Debt, Cash and Marketable Equity Securities

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

Overall, the Company recognized $101.9 million and $33.0 million in net gains on marketable equity securities in the second quarter and first six months of 2026, compared to $11.5 million in net losses and $32.3 million in net gains on marketable equity securities in the second quarter and first six months of 2025.

Common Stock Repurchases

During the first six months of 2026, the Company purchased a total of 110,471 shares of its Class B common stock at a cost of $122.0 million. At June 30, 2026, there were 4,251,268 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 352,011 shares as of June 30, 2026.

Overall Company Results

The Company reported net income 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. 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 first six months of 2025.

The results for the second quarter and first six months of 2026 and 2025 were affected by a number of items as described in the Non-GAAP Financial Information schedule attached to this release. Excluding these items, net income attributable to common shares was $84.2 million ($19.46 per share) for the second quarter of 2026, compared to $63.1 million ($14.33 per share) for the second quarter of 2025. Excluding these items, net income attributable to common shares was $158.1 million ($36.19 per share) for the first six months of 2026, compared to $114.1 million ($25.98 per share) for the first six months of 2025.

Forward-Looking Statements

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this press release, in the Company’s Annual Report on Form 10-K and in the Company’s 2025 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.

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GRAHAM HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

June 30 %

(in thousands, except per share amounts) 2026 2025 Change

Operating revenues $ 1,302,506 $ 1,215,772 7

Operating expenses 1,194,613 1,116,128 7

Depreciation of property, plant and equipment 18,281 19,652 (7)

Amortization of intangible assets 5,978 7,241 (17)

Operating income

83,634 72,751 15

Equity in (losses) earnings of affiliates, net (19,863) 3,114 —

Interest income 1,881 2,261 (17)

Interest expense (17,173) (18,106) (5)

Non-operating pension and postretirement benefit income, net 169,649 28,602 —

Gain (loss) on marketable equity securities, net 101,879 (11,543) —

Other expense, net (2,531) (16,456) (85)

Income before income taxes

317,476 60,623 —

Provision for income taxes

35,100 20,200 74

Net income

282,376 40,423 —

Net income attributable to noncontrolling interests

(1,273) (3,674) (65)

Net Income Attributable to Graham Holdings Company Common Stockholders

$ 281,103 $ 36,749 —

Per Share Information Attributable to Graham Holdings Company Common Stockholders

Basic net income per common share $ 65.53 $ 8.43 —

Basic average number of common shares outstanding 4,265 4,333

Diluted net income per common share $ 64.86 $ 8.35 —

Diluted average number of common shares outstanding 4,309 4,373

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GRAHAM HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Six Months Ended

June 30 %

(in thousands, except per share amounts) 2026 2025 Change

Operating revenues $ 2,538,498 $ 2,381,687 7

Operating expenses 2,329,294 2,206,192 6

Depreciation of property, plant and equipment 36,675 40,206 (9)

Amortization of intangible assets 12,033 15,065 (20)

Impairment of goodwill and asset group held for sale 19,029 — —

Operating income 141,467 120,224 18

Equity in earnings (losses) of affiliates, net

14,987 (5,314) —

Interest income 4,356 4,761 (9)

Interest expense (33,402) (100,383) (67)

Non-operating pension and postretirement benefit income, net 200,722 63,219 —

Gain on marketable equity securities, net 32,956 32,258 2

Other expense, net (2,959) (20,521) (86)

Income before income taxes 358,127 94,244 —

Provision for income taxes 45,000 28,100 60

Net income 313,127 66,144 —

Net income attributable to noncontrolling interests

(2,918) (5,501) (47)

Net Income Attributable to Graham Holdings Company Common Stockholders

$ 310,209 $ 60,643 —

Per Share Information Attributable to Graham Holdings Company Common Stockholders

Basic net income per common share $ 71.76 $ 13.93 —

Basic average number of common shares outstanding 4,298 4,327

Diluted net income per common share $ 71.04 $ 13.81 —

Diluted average number of common shares outstanding 4,342 4,366

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GRAHAM HOLDINGS COMPANY

BUSINESS DIVISION INFORMATION

(Unaudited)

Three Months Ended Six Months Ended

June 30 % June 30 %

(in thousands) 2026 2025 Change 2026 2025 Change

Operating Revenues

Education $ 417,808 $ 436,813 (4) $ 858,287 $ 861,544 0

Television broadcasting 109,630 105,984 3 221,183 209,538 6

Healthcare 247,651 202,219 22 456,991 375,960 22

Manufacturing 133,280 96,218 39 258,314 194,223 33

Automotive 301,352 285,572 6 568,976 566,563 0

Other businesses 92,839 88,970 4 174,766 173,867 1

Corporate office 723 621 16 1,395 1,241 12

Intersegment elimination (777) (625) — (1,414) (1,249) —

$ 1,302,506 $ 1,215,772 7 $ 2,538,498 $ 2,381,687 7

Operating Expenses

Education $ 367,532 $ 390,628 (6) $ 775,629 $ 775,326 0

Television broadcasting 79,147 78,044 1 156,757 157,200 0

Healthcare 223,041 177,122 26 414,955 332,546 25

Manufacturing 126,179 88,652 42 243,213 181,177 34

Automotive 293,287 276,279 6 555,603 550,778 1

Other businesses 110,026 116,265 (5) 216,090 232,400 (7)

Corporate office 20,437 16,656 23 36,198 33,285 9

Intersegment elimination (777) (625) — (1,414) (1,249) —

$ 1,218,872 $ 1,143,021 7 $ 2,397,031 $ 2,261,463 6

Operating Income (Loss)

Education $ 50,276 $ 46,185 9 $ 82,658 $ 86,218 (4)

Television broadcasting 30,483 27,940 9 64,426 52,338 23

Healthcare 24,610 25,097 (2) 42,036 43,414 (3)

Manufacturing 7,101 7,566 (6) 15,101 13,046 16

Automotive 8,065 9,293 (13) 13,373 15,785 (15)

Other businesses (17,187) (27,295) 37 (41,324) (58,533) 29

Corporate office (19,714) (16,035) (23) (34,803) (32,044) (9)

$ 83,634 $ 72,751 15 $ 141,467 $ 120,224 18

Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale

Education $ 243 $ 1,699 (86) $ 19,586 $ 3,818 —

Television broadcasting 1,360 1,360 — 2,720 2,720 —

Healthcare 90 117 (23) 186 235 (21)

Manufacturing 3,743 2,431 54 7,486 4,862 54

Automotive 5 5 — 10 10 —

Other businesses 537 1,629 (67) 1,074 3,420 (69)

Corporate office — — — — — —

$ 5,978 $ 7,241 (17) $ 31,062 $ 15,065 —

Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale

Education $ 50,519 $ 47,884 6 $ 102,244 $ 90,036 14

Television broadcasting 31,843 29,300 9 67,146 55,058 22

Healthcare 24,700 25,214 (2) 42,222 43,649 (3)

Manufacturing 10,844 9,997 8 22,587 17,908 26

Automotive 8,070 9,298 (13) 13,383 15,795 (15)

Other businesses (16,650) (25,666) 35 (40,250) (55,113) 27

Corporate office (19,714) (16,035) (23) (34,803) (32,044) (9)

$ 89,612 $ 79,992 12 $ 172,529 $ 135,289 28

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Three Months Ended Six Months Ended

June 30 % June 30 %

(in thousands) 2026 2025 Change 2026 2025 Change

Depreciation

Education $ 5,659 $ 7,412 (24) $ 11,713 $ 15,176 (23)

Television broadcasting 2,345 2,625 (11) 4,681 5,253 (11)

Healthcare 1,913 1,723 11 3,827 3,509 9

Manufacturing 3,037 2,654 14 6,172 5,357 15

Automotive 1,937 1,708 13 3,782 3,437 10

Other businesses 3,223 3,353 (4) 6,161 7,142 (14)

Corporate office 167 177 (6) 339 332 2

$ 18,281 $ 19,652 (7) $ 36,675 $ 40,206 (9)

Pension Expense

Education $ 4,672 $ 4,413 6 $ 9,111 $ 8,636 6

Television broadcasting 1,619 1,532 6 3,107 2,951 5

Healthcare 1,643 1,993 (18) 3,529 4,992 (29)

Manufacturing 1,255 654 92 2,485 1,730 44

Automotive 51 21 — 68 48 42

Other businesses 1,938 2,295 (16) 3,725 4,011 (7)

Corporate office 744 791 (6) 1,477 1,523 (3)

$ 11,922 $ 11,699 2 $ 23,502 $ 23,891 (2)

Adjusted Operating Cash Flow (non-GAAP)(1)

Education $ 60,850 $ 59,709 2 $ 123,068 $ 113,848 8

Television broadcasting 35,807 33,457 7 74,934 63,262 18

Healthcare 28,256 28,930 (2) 49,578 52,150 (5)

Manufacturing 15,136 13,305 14 31,244 24,995 25

Automotive 10,058 11,027 (9) 17,233 19,280 (11)

Other businesses (11,489) (20,018) 43 (30,364) (43,960) 31

Corporate office (18,803) (15,067) (25) (32,987) (30,189) (9)

$ 119,815 $ 111,343 8 $ 232,706 $ 199,386 17

____________

(1) Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale plus Depreciation Expense and Pension Expense.

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GRAHAM HOLDINGS COMPANY

EDUCATION DIVISION INFORMATION

(Unaudited)

Three Months Ended Six Months Ended

June 30 % June 30 %

(in thousands) 2026 2025 Change 2026 2025 Change

Operating Revenues

Kaplan international $ 252,375 $ 272,171 (7) $ 524,011 $ 533,427 (2)

Higher education 86,293 84,738 2 178,696 173,225 3

Supplemental education 79,476 80,161 (1) 156,340 155,564 0

Kaplan corporate and other 284 23 — 555 35 —

Intersegment elimination (620) (280) — (1,315) (707) —

$ 417,808 $ 436,813 (4) $ 858,287 $ 861,544 0

Operating Expenses

Kaplan international $ 219,512 $ 242,234 (9) $ 459,761 $ 473,428 (3)

Higher education 69,645 66,766 4 144,359 142,446 1

Supplemental education 70,972 72,755 (2) 140,556 142,190 (1)

Kaplan corporate and other 8,051 7,439 8 12,672 14,099 (10)

Amortization of intangible assets 243 1,699 (86) 557 3,818 (85)

Impairment of goodwill and asset group held for sale — — — 19,029 — —

Intersegment elimination (891) (265) — (1,305) (655) —

$ 367,532 $ 390,628 (6) $ 775,629 $ 775,326 0

Operating Income (Loss)

Kaplan international $ 32,863 $ 29,937 10 $ 64,250 $ 59,999 7

Higher education 16,648 17,972 (7) 34,337 30,779 12

Supplemental education 8,504 7,406 15 15,784 13,374 18

Kaplan corporate and other (7,767) (7,416) (5) (12,117) (14,064) 14

Amortization of intangible assets (243) (1,699) 86 (557) (3,818) 85

Impairment of goodwill and asset group held for sale — — — (19,029) — —

Intersegment elimination 271 (15) — (10) (52) —

$ 50,276 $ 46,185 9 $ 82,658 $ 86,218 (4)

Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale

Kaplan international $ 32,863 $ 29,937 10 $ 64,250 $ 59,999 7

Higher education 16,648 17,972 (7) 34,337 30,779 12

Supplemental education 8,504 7,406 15 15,784 13,374 18

Kaplan corporate and other (7,767) (7,416) (5) (12,117) (14,064) 14

Intersegment elimination 271 (15) — (10) (52) —

$ 50,519 $ 47,884 6 $ 102,244 $ 90,036 14

Depreciation

Kaplan international $ 4,611 $ 6,393 (28) $ 9,579 $ 12,942 (26)

Higher education 300 383 (22) 567 839 (32)

Supplemental education 738 631 17 1,548 1,384 12

Kaplan corporate and other 10 5 — 19 11 73

$ 5,659 $ 7,412 (24) $ 11,713 $ 15,176 (23)

Pension Expense

Kaplan international $ 50 $ 146 (66) $ 176 $ 286 (38)

Higher education 2,032 1,889 8 3,952 3,697 7

Supplemental education 2,060 1,972 4 4,046 3,859 5

Kaplan corporate and other 530 406 31 937 794 18

$ 4,672 $ 4,413 6 $ 9,111 $ 8,636 6

Adjusted Operating Cash Flow (non-GAAP)(1)

Kaplan international $ 37,524 $ 36,476 3 $ 74,005 $ 73,227 1

Higher education 18,980 20,244 (6) 38,856 35,315 10

Supplemental education 11,302 10,009 13 21,378 18,617 15

Kaplan corporate and other (7,227) (7,005) (3) (11,161) (13,259) 16

Intersegment elimination 271 (15) — (10) (52) —

$ 60,850 $ 59,709 2 $ 123,068 $ 113,848 8

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GRAHAM HOLDINGS COMPANY

HEALTHCARE DIVISION INFORMATION

(Unaudited)

Three Months Ended Six Months Ended

June 30 % June 30 %

(in thousands) 2026 2025 Change 2026 2025 Change

Operating Revenues

CSI $ 148,523 $ 113,415 31 $ 266,304 $ 203,663 31

Other Healthcare 99,128 88,804 12 190,687 172,297 11

$ 247,651 $ 202,219 22 $ 456,991 $ 375,960 22

Operating Expenses

CSI $ 136,025 $ 99,418 37 $ 247,494 $ 180,023 37

Other Healthcare 87,016 77,704 12 167,461 152,523 10

$ 223,041 $ 177,122 26 $ 414,955 $ 332,546 25

Operating Income

CSI $ 12,498 $ 13,997 (11) $ 18,810 $ 23,640 (20)

Other Healthcare 12,112 11,100 9 23,226 19,774 17

$ 24,610 $ 25,097 (2) $ 42,036 $ 43,414 (3)

Amortization of Intangible Assets

CSI $ 20 $ 34 (41) $ 41 $ 67 (39)

Other Healthcare 70 83 (16) 145 168 (14)

$ 90 $ 117 (23) $ 186 $ 235 (21)

Operating Income before Amortization of Intangible Assets

CSI $ 12,518 $ 14,031 (11) $ 18,851 $ 23,707 (20)

Other Healthcare 12,182 11,183 9 23,371 19,942 17

$ 24,700 $ 25,214 (2) $ 42,222 $ 43,649 (3)

Depreciation

CSI $ 301 $ 183 64 $ 594 $ 359 65

Other Healthcare 1,612 1,540 5 3,233 3,150 3

$ 1,913 $ 1,723 11 $ 3,827 $ 3,509 9

Pension Expense

CSI $ — $ — — $ — $ — —

Other Healthcare 1,643 1,993 (18) 3,529 4,992 (29)

$ 1,643 $ 1,993 (18) $ 3,529 $ 4,992 (29)

Adjusted Operating Cash Flow (non-GAAP)(1)

CSI $ 12,819 $ 14,214 (10) $ 19,445 $ 24,066 (19)

Other Healthcare 15,437 14,716 5 30,133 28,084 7

$ 28,256 $ 28,930 (2) $ 49,578 $ 52,150 (5)

____________

(1) Adjusted Operating Cash Flow (non-GAAP) is calculated as Operating Income (Loss) before Amortization of Intangible Assets and Impairment of Long-Lived Assets plus Depreciation Expense and Pension Expense.

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NON-GAAP FINANCIAL INFORMATION

GRAHAM HOLDINGS COMPANY

(Unaudited)

In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included in this press release, the Company has provided information regarding Adjusted Operating Cash Flow and Net income excluding certain items described below, reconciled to the most directly comparable GAAP measures. Management believes that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

•the ability to make meaningful period-to-period comparisons of the Company’s ongoing results;

•the ability to identify trends in the Company’s underlying business; and

•a better understanding of how management plans and measures the Company’s underlying business.

Adjusted Operating Cash Flow and Net income, excluding certain items, should not be considered substitutes or alternatives to computations calculated in accordance with and required by GAAP. These non-GAAP financial measures should be read only in conjunction with financial information presented on a GAAP basis.

The gains and losses on marketable equity securities relate to the change in the fair value (quoted prices) of its portfolio of equity securities. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders at a subsidiary of the Company's Healthcare business. The Company measures the redemption value of this minority ownership on a quarterly basis with changes in the fair value recorded as interest expense or income, which is included in net income for the period. The effect of gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest are not directly related to the core performance of the Company’s business operations since these items do not directly relate to the sale of the Company’s services or products. GAAP requires that the Company include the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest in net income on the Condensed Consolidated Statements of Operations. The Company excludes the gains and losses on marketable equity securities and net interest expense related to fair value adjustments of the mandatorily redeemable noncontrolling interest from the non-GAAP adjusted net income because these items are independent of the Company’s core operations and not indicative of the performance of the Company’s business operations.

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The following tables reconcile the non-GAAP financial measures for Net income, excluding certain items, to the most directly comparable GAAP measures:

Three Months Ended June 30

2026 2025

(in thousands, except per share amounts) Income before income taxes Income Taxes Net Income Income before income taxes Income Taxes Net Income

Amounts attributable to Graham Holdings Company Common Stockholders

As reported $ 317,476 $ 35,100 $ 282,376 $ 60,623 $ 20,200 $ 40,423

Attributable to noncontrolling interests (1,273) (3,674)

Attributable to Graham Holdings Company Stockholders 281,103 36,749

Adjustments:

Settlement gain related to retiree annuity pension purchase (136,955) (35,625) (101,330) — — —

Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program 3,837 997 2,840 6,015 1,540 4,475

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (213) 24 (237) 1,153 (2,342) 3,495

Net (gains) losses on marketable equity securities (101,879) (26,025) (75,854) 11,543 2,960 8,583

Net losses of affiliates whose operations are not managed by the Company

17,905 4,574 13,331 413 106 307

Loss on sale of KLG 5,151 (5,274) 10,425 — — —

Non-operating loss from the impairment of equity and cost method investments 5,800 1,482 4,318 12,679 3,206 9,473

Income tax benefit related to the KLG business — 69,564 (69,564) — — —

Non-U.S. global minimum corporate income tax expense — (19,180) 19,180 — — —

Net Income, adjusted (non-GAAP)

$ 84,212

$ 63,082

Per share information attributable to Graham Holdings Company Common Stockholders

Diluted income per common share, as reported

$ 64.86 $ 8.35

Adjustments:

Settlement gain related to retiree annuity pension purchase (23.38) —

Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program 0.66 1.02

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (0.05) 0.79

Net (gains) losses on marketable equity securities (17.50) 1.95

Net losses of affiliates whose operations are not managed by the Company

3.08 0.07

Loss on sale of KLG 2.41 —

Non-operating loss from the impairment of equity and cost method investments 1.00 2.15

Income tax benefit related to the KLG business (16.05) —

Non-U.S. global minimum corporate income tax expense 4.43 —

Diluted income per common share, adjusted (non-GAAP)

$ 19.46 $ 14.33

The adjusted diluted per share amounts may not compute due to rounding.

-more-

Six Months Ended June 30

2026 2025

(in thousands, except per share amounts) Income before income taxes Income Taxes Net Income Income before income taxes Income Taxes Net Income

Amounts attributable to Graham Holdings Company Common Stockholders

As reported $ 358,127 $ 45,000 $ 313,127 $ 94,244 $ 28,100 $ 66,144

Attributable to noncontrolling interests (2,918) (5,501)

Attributable to Graham Holdings Company Stockholders $ 310,209 $ 60,643

Adjustments:

Impairment charge and loss on sale related to KLG 24,179 (594) 24,773 — — —

Settlement gain related to retiree annuity pension purchase (136,955) (35,625) (101,330) — — —

Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program 7,937 2,064 5,873 6,639 1,700 4,939

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (882) (124) (758) 67,560 13,693 53,867

Net gains on marketable equity securities (32,956) (8,418) (24,538) (32,258) (8,271) (23,987)

Net (earnings) losses of affiliates whose operations are not managed by the Company

(13,062) (3,337) (9,725) 12,323 3,160 9,163

Net non-operating loss from impairment and sale of equity and cost method investments

5,316 1,358 3,958 12,679 3,206 9,473

Income tax benefit related to the KLG business — 69,564 (69,564) — — —

Non-U.S. global minimum corporate income tax expense — (19,180) 19,180 — — —

Net Income, adjusted (non-GAAP) $ 158,078 $ 114,098

Per share information attributable to Graham Holdings Company Common Stockholders

Diluted income per common share, as reported $ 71.04 $ 13.81

Adjustments:

Impairment charge and loss on sale related to KLG 5.67 —

Settlement gain related to retiree annuity pension purchase (23.21) —

Charges related to non-operating Separation Incentive Programs and a Voluntary Retirement Incentive Program 1.34 1.12

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (0.17) 12.26

Net gains on marketable equity securities (5.62) (5.46)

Net (earnings) losses of affiliates whose operations are not managed by the Company

(2.23) 2.09

Net non-operating loss from impairment and sale of equity and cost method investments

0.91 2.16

Income tax benefit related to the KLG business (15.93) —

Non-U.S. global minimum corporate income tax expense 4.39 —

Diluted income per common share, adjusted (non-GAAP) $ 36.19 $ 25.98

The adjusted diluted per share amounts may not compute due to rounding.

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