Form 8-K

8-K — Graham Holdings Co

Accession: 0001628280-26-028610

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000104889

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ghc-20260430.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (a2026q18-kexhibit991.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: ghc-20260430.htm · Sequence: 1

ghc-20260430

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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) April 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 April 30, 2026, Graham Holdings Company issued a press release announcing the Company’s earnings for the first quarter ended March 31, 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 April 30, 2026.

Exhibit Index

Exhibit 99.1 Graham Holdings Company Earnings Release dated April 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: April 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: a2026q18-kexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Contact: Wallace R. Cooney For Immediate Release

(703) 345-6470 April 30, 2026

GRAHAM HOLDINGS COMPANY REPORTS

FIRST QUARTER EARNINGS

ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the first quarter of 2026. The Company also filed its Form 10-Q today for the quarter ended March 31, 2026 with the Securities and Exchange Commission.

Division Operating Results

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 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 $112.9 million for the first quarter of 2026, compared to $88.0 million for the first 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 $20.9 million and $14.1 million for the first quarter 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, 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.

In March 2026, Graham Healthcare Group acquired Covenant Home Health of Havertown, PA, a home health provider in Eastern Pennsylvania.

Debt, Cash and Marketable Equity Securities

At March 31, 2026, the Company had $822.0 million in borrowings outstanding at an average interest rate of 5.8%, including $149.1 million outstanding on its $400 million revolving credit facility. Cash, marketable equity securities and other investments totaled $1,171.8 million at March 31, 2026, excluding KLG cash classified as held for sale.

Overall, the Company recognized $68.9 million in net losses on 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.

Common Stock Repurchases

During the first three months of 2026, the Company purchased a total of 32,190 shares of its Class B common stock at a cost of $34.1 million. 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.

Overall Company Results

The Company reported net income 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.

The results for the first quarter 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 $73.9 million ($16.79 per share) for the first quarter of 2026, compared to $51.0 million ($11.64 per share) for the first quarter 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

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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

March 31 %

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

Operating revenues $ 1,235,992 $ 1,165,915 6

Operating expenses 1,134,681 1,090,064 4

Depreciation of property, plant and equipment 18,394 20,554 (11)

Amortization of intangible assets 6,055 7,824 (23)

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

Operating income 57,833 47,473 22

Equity in earnings (losses) of affiliates, net

34,850 (8,428) —

Interest income 2,475 2,500 (1)

Interest expense (16,229) (82,277) (80)

Non-operating pension and postretirement benefit income, net 31,073 34,617 (10)

(Loss) gain on marketable equity securities, net (68,923) 43,801 —

Other expense, net (428) (4,065) (89)

Income before income taxes 40,651 33,621 21

Provision for income taxes 9,900 7,900 25

Net income 30,751 25,721 20

Net income attributable to noncontrolling interests

(1,645) (1,827) (10)

Net Income Attributable to Graham Holdings Company Common Stockholders

$ 29,106 $ 23,894 22

Per Share Information Attributable to Graham Holdings Company Common Stockholders

Basic net income per common share $ 6.68 $ 5.50 21

Basic average number of common shares outstanding 4,331 4,320

Diluted net income per common share $ 6.62 $ 5.45 21

Diluted average number of common shares outstanding 4,375 4,358

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GRAHAM HOLDINGS COMPANY

BUSINESS DIVISION INFORMATION

(Unaudited)

Three Months Ended

March 31 %

(in thousands) 2026 2025 Change

Operating Revenues

Education $ 440,479 $ 424,731 4

Television broadcasting 111,553 103,554 8

Healthcare 209,340 173,741 20

Manufacturing 125,034 98,005 28

Automotive 267,624 280,991 (5)

Other businesses 81,927 84,897 (3)

Corporate office 672 620 8

Intersegment elimination (637) (624) —

$ 1,235,992 $ 1,165,915 6

Operating Expenses

Education $ 408,097 $ 384,698 6

Television broadcasting 77,610 79,156 (2)

Healthcare 191,914 155,424 23

Manufacturing 117,034 92,525 26

Automotive 262,316 274,499 (4)

Other businesses 106,064 116,135 (9)

Corporate office 15,761 16,629 (5)

Intersegment elimination (637) (624) —

$ 1,178,159 $ 1,118,442 5

Operating Income (Loss)

Education $ 32,382 $ 40,033 (19)

Television broadcasting 33,943 24,398 39

Healthcare 17,426 18,317 (5)

Manufacturing 8,000 5,480 46

Automotive 5,308 6,492 (18)

Other businesses (24,137) (31,238) 23

Corporate office (15,089) (16,009) 6

$ 57,833 $ 47,473 22

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

Education $ 19,343 $ 2,119 —

Television broadcasting 1,360 1,360 —

Healthcare 96 118 (19)

Manufacturing 3,743 2,431 54

Automotive 5 5 —

Other businesses 537 1,791 (70)

Corporate office — — —

$ 25,084 $ 7,824 —

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

Education $ 51,725 $ 42,152 23

Television broadcasting 35,303 25,758 37

Healthcare 17,522 18,435 (5)

Manufacturing 11,743 7,911 48

Automotive 5,313 6,497 (18)

Other businesses (23,600) (29,447) 20

Corporate office (15,089) (16,009) 6

$ 82,917 $ 55,297 50

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Three Months Ended

March 31 %

(in thousands) 2026 2025 Change

Depreciation

Education $ 6,054 $ 7,764 (22)

Television broadcasting 2,336 2,628 (11)

Healthcare 1,914 1,786 7

Manufacturing 3,135 2,703 16

Automotive 1,845 1,729 7

Other businesses 2,938 3,789 (22)

Corporate office 172 155 11

$ 18,394 $ 20,554 (11)

Pension Expense

Education $ 4,439 $ 4,223 5

Television broadcasting 1,488 1,419 5

Healthcare 1,886 2,999 (37)

Manufacturing 1,230 1,076 14

Automotive 17 27 (37)

Other businesses 1,787 1,716 4

Corporate office 733 732 0

$ 11,580 $ 12,192 (5)

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

Education $ 62,218 $ 54,139 15

Television broadcasting 39,127 29,805 31

Healthcare 21,322 23,220 (8)

Manufacturing 16,108 11,690 38

Automotive 7,175 8,253 (13)

Other businesses (18,875) (23,942) 21

Corporate office (14,184) (15,122) 6

$ 112,891 $ 88,043 28

____________

(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

March 31 %

(in thousands) 2026 2025 Change

Operating Revenues

Kaplan international $ 271,636 $ 261,256 4

Higher education 92,403 88,487 4

Supplemental education 76,864 75,403 2

Kaplan corporate and other 271 12 —

Intersegment elimination (695) (427) —

$ 440,479 $ 424,731 4

Operating Expenses

Kaplan international $ 240,249 $ 231,194 4

Higher education 74,714 75,680 (1)

Supplemental education 69,584 69,435 0

Kaplan corporate and other 4,621 6,660 (31)

Amortization of intangible assets 314 2,119 (85)

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

Intersegment elimination (414) (390) —

$ 408,097 $ 384,698 6

Operating Income (Loss)

Kaplan international $ 31,387 $ 30,062 4

Higher education 17,689 12,807 38

Supplemental education 7,280 5,968 22

Kaplan corporate and other (4,350) (6,648) 35

Amortization of intangible assets (314) (2,119) 85

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

Intersegment elimination (281) (37) —

$ 32,382 $ 40,033 (19)

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

Kaplan international $ 31,387 $ 30,062 4

Higher education 17,689 12,807 38

Supplemental education 7,280 5,968 22

Kaplan corporate and other (4,350) (6,648) 35

Intersegment elimination (281) (37) —

$ 51,725 $ 42,152 23

Depreciation

Kaplan international $ 4,968 $ 6,549 (24)

Higher education 267 456 (41)

Supplemental education 810 753 8

Kaplan corporate and other 9 6 50

$ 6,054 $ 7,764 (22)

Pension Expense

Kaplan international $ 126 $ 140 (10)

Higher education 1,920 1,808 6

Supplemental education 1,986 1,887 5

Kaplan corporate and other 407 388 5

$ 4,439 $ 4,223 5

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

Kaplan international $ 36,481 $ 36,751 (1)

Higher education 19,876 15,071 32

Supplemental education 10,076 8,608 17

Kaplan corporate and other (3,934) (6,254) 37

Intersegment elimination (281) (37) —

$ 62,218 $ 54,139 15

____________

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GRAHAM HOLDINGS COMPANY

HEALTHCARE DIVISION INFORMATION

(Unaudited)

Three Months Ended

March 31 %

(in thousands) 2026 2025 Change

Operating Revenues

CSI $ 117,781 $ 90,248 31

Other Healthcare 91,559 83,493 10

$ 209,340 $ 173,741 20

Operating Expenses

CSI $ 111,469 $ 80,605 38

Other Healthcare 80,445 74,819 8

$ 191,914 $ 155,424 23

Operating Income

CSI $ 6,312 $ 9,643 (35)

Other Healthcare 11,114 8,674 28

$ 17,426 $ 18,317 (5)

Amortization of Intangible Assets

CSI $ 21 $ 33 (36)

Other Healthcare 75 85 (12)

$ 96 $ 118 (19)

Operating Income before Amortization of Intangible Assets

CSI $ 6,333 $ 9,676 (35)

Other Healthcare 11,189 8,759 28

$ 17,522 $ 18,435 (5)

Depreciation

CSI $ 293 $ 176 66

Other Healthcare 1,621 1,610 1

$ 1,914 $ 1,786 7

Pension Expense

CSI $ — $ — —

Other Healthcare 1,886 2,999 (37)

$ 1,886 $ 2,999 (37)

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

CSI $ 6,626 $ 9,852 (33)

Other Healthcare 14,696 13,368 10

$ 21,322 $ 23,220 (8)

____________

(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 March 31

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 $ 40,651 $ 9,900 $ 30,751 $ 33,621 $ 7,900 $ 25,721

Attributable to noncontrolling interests (1,645) (1,827)

Attributable to Graham Holdings Company Stockholders 29,106 23,894

Adjustments:

Impairment charge related to KLG 19,029 4,681 14,348 — — —

Charges related to non-operating Separation Incentive Programs 4,100 1,067 3,033 624 160 464

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (669) (148) (521) 66,407 16,035 50,372

Net losses (gains) on marketable equity securities 68,923 17,606 51,317 (43,801) (11,231) (32,570)

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

(30,967) (7,911) (23,056) 11,910 3,054 8,856

Non-operating gain from the sale of a cost method investment (484) (124) (360) — — —

Net Income, adjusted (non-GAAP)

$ 73,867

$ 51,016

Per share information attributable to Graham Holdings Company Common Stockholders

Diluted income per common share, as reported

$ 6.62 $ 5.45

Adjustments:

Impairment charge related to KLG 3.26 —

Charges related to non-operating Separation Incentive Programs 0.69 0.11

Interest (income) expense related to the fair value adjustment of the mandatorily redeemable noncontrolling interest (0.12) 11.49

Net losses (gains) on marketable equity securities 11.66 (7.43)

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

(5.24) 2.02

Non-operating gain from the sale of a cost method investment (0.08) —

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

$ 16.79 $ 11.64

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

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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