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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 classTrading symbolName of each exchange on which registered
Class B Common Stock, par value $1.00 per shareGHCNew 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.


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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.

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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)


 
 

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Exhibit 99.1
Contact: Wallace R. CooneyFor Immediate Release 
(703) 345-6470April 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)20262025Change
Operating revenues$1,235,992 $1,165,915 6 
Operating expenses1,134,681 1,090,064 4 
Depreciation of property, plant and equipment18,394 20,554 (11)
Amortization of intangible assets6,055 7,824 (23)
Impairment of goodwill and asset group held for sale19,029 — — 
Operating income57,833 47,473 22 
Equity in earnings (losses) of affiliates, net
34,850 (8,428)— 
Interest income2,475 2,500 (1)
Interest expense(16,229)(82,277)(80)
Non-operating pension and postretirement benefit income, net31,073 34,617 (10)
(Loss) gain on marketable equity securities, net(68,923)43,801 — 
Other expense, net(428)(4,065)(89)
Income before income taxes40,651 33,621 21 
Provision for income taxes9,900 7,900 25 
Net income30,751 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 outstanding4,331 4,320  
Diluted net income per common share$6.62 $5.45 21 
Diluted average number of common shares outstanding4,375 4,358  

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GRAHAM HOLDINGS COMPANY
BUSINESS DIVISION INFORMATION
(Unaudited)
  Three Months Ended  
  March 31%
(in thousands)20262025Change
Operating Revenues      
Education$440,479 $424,731 4 
Television broadcasting111,553 103,554 8 
Healthcare209,340 173,741 20 
Manufacturing125,034 98,005 28 
Automotive267,624 280,991 (5)
Other businesses81,927 84,897 (3)
Corporate office672 620 8 
Intersegment elimination(637)(624)— 
$1,235,992 $1,165,915 6 
Operating Expenses
Education$408,097 $384,698 6 
Television broadcasting77,610 79,156 (2)
Healthcare191,914 155,424 23 
Manufacturing117,034 92,525 26 
Automotive262,316 274,499 (4)
Other businesses106,064 116,135 (9)
Corporate office15,761 16,629 (5)
Intersegment elimination(637)(624)— 
$1,178,159 $1,118,442 5 
Operating Income (Loss)
Education$32,382 $40,033 (19)
Television broadcasting33,943 24,398 39 
Healthcare17,426 18,317 (5)
Manufacturing8,000 5,480 46 
Automotive5,308 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 broadcasting1,360 1,360 — 
Healthcare96 118 (19)
Manufacturing3,743 2,431 54 
Automotive5 5 — 
Other businesses537 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 broadcasting35,303 25,758 37 
Healthcare17,522 18,435 (5)
Manufacturing11,743 7,911 48 
Automotive5,313 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)20262025Change
Depreciation      
Education$6,054 $7,764 (22)
Television broadcasting2,336 2,628 (11)
Healthcare1,914 1,786 7 
Manufacturing3,135 2,703 16 
Automotive1,845 1,729 7 
Other businesses2,938 3,789 (22)
Corporate office172 155 11 
$18,394 $20,554 (11)
Pension Expense
Education$4,439 $4,223 5 
Television broadcasting1,488 1,419 5 
Healthcare1,886 2,999 (37)
Manufacturing1,230 1,076 14 
Automotive17 27 (37)
Other businesses1,787 1,716 4 
Corporate office733 732 0 
$11,580 $12,192 (5)
Adjusted Operating Cash Flow (non-GAAP)(1)
Education$62,218 $54,139 15 
Television broadcasting39,127 29,805 31 
Healthcare21,322 23,220 (8)
Manufacturing16,108 11,690 38 
Automotive7,175 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)20262025Change
Operating Revenues      
Kaplan international$271,636 $261,256 4 
Higher education92,403 88,487 4 
Supplemental education76,864 75,403 2 
Kaplan corporate and other271 12 — 
Intersegment elimination(695)(427)— 
$440,479 $424,731 4 
Operating Expenses      
Kaplan international$240,249 $231,194 4 
Higher education74,714 75,680 (1)
Supplemental education69,584 69,435 0 
Kaplan corporate and other4,621 6,660 (31)
Amortization of intangible assets314 2,119 (85)
Impairment of goodwill and asset group held for sale19,029 — — 
Intersegment elimination(414)(390)— 
$408,097 $384,698 6 
Operating Income (Loss)      
Kaplan international$31,387 $30,062 4 
Higher education17,689 12,807 38 
Supplemental education7,280 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 education17,689 12,807 38 
Supplemental education7,280 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 education267 456 (41)
Supplemental education810 753 8 
Kaplan corporate and other9 6 50 
$6,054 $7,764 (22)
Pension Expense    
Kaplan international$126 $140 (10)
Higher education1,920 1,808 6 
Supplemental education1,986 1,887 5 
Kaplan corporate and other407 388 5 
$4,439 $4,223 5 
Adjusted Operating Cash Flow (non-GAAP)(1)
Kaplan international$36,481 $36,751 (1)
Higher education19,876 15,071 32 
Supplemental education10,076 8,608 17 
Kaplan corporate and other(3,934)(6,254)37 
Intersegment elimination(281)(37)— 
$62,218 $54,139 15 
____________
(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
HEALTHCARE DIVISION INFORMATION
(Unaudited)
 Three Months Ended 
 March 31%
(in thousands)20262025Change
Operating Revenues   
CSI$117,781 $90,248 31 
Other Healthcare91,559 83,493 10 
 $209,340 $173,741 20 
Operating Expenses
CSI$111,469 $80,605 38 
Other Healthcare80,445 74,819 8 
 $191,914 $155,424 23 
Operating Income
CSI$6,312 $9,643 (35)
Other Healthcare11,114 8,674 28 
 $17,426 $18,317 (5)
Amortization of Intangible Assets
CSI$21 $33 (36)
Other Healthcare75 85 (12)
$96 $118 (19)
Operating Income before Amortization of Intangible Assets
CSI$6,333 $9,676 (35)
Other Healthcare11,189 8,759 28 
$17,522 $18,435 (5)
Depreciation
CSI$293 $176 66 
Other Healthcare1,621 1,610 1 
 $1,914 $1,786 7 
Pension Expense
CSI$— $— — 
Other Healthcare1,886 2,999 (37)
 $1,886 $2,999 (37)
Adjusted Operating Cash Flow (non-GAAP)(1)
CSI$6,626 $9,852 (33)
Other Healthcare14,696 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
20262025
(in thousands, except per share amounts)Income before income taxesIncome TaxesNet IncomeIncome before income taxesIncome TaxesNet 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 Stockholders29,106 23,894 
Adjustments:
Impairment charge related to KLG19,029 4,681 14,348 — — — 
Charges related to non-operating Separation Incentive Programs4,100 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 securities68,923 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 KLG3.26 — 
Charges related to non-operating Separation Incentive Programs0.69 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 securities11.66 (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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