# Graham Holdings Co (GHC) Informational only - not investment advice. CIK: 0000104889 SIC: 8200 Services-Educational Services SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 82](/major-group/82/) > [SIC 8200 Services-Educational Services](/industry/8200/) Latest 10-K filed: 2026-02-25 SEC page: https://www.sec.gov/edgar/browse/?CIK=104889 Filing source: https://www.sec.gov/Archives/edgar/data/104889/000162828026011405/ghc-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 4911563000 | USD | 2025 | 2026-02-25 | | Net income | 292291000 | USD | 2025 | 2026-02-25 | | Assets | 8395713000 | USD | 2025 | 2026-02-25 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000104889.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | 2,481,890,000 | 2,591,846,000 | 2,695,966,000 | 2,932,099,000 | 2,889,121,000 | 3,185,974,000 | 3,924,493,000 | 4,414,877,000 | 4,790,904,000 | 4,911,563,000 | | Net income | | | 168,590,000 | 302,044,000 | 271,206,000 | 327,855,000 | 300,365,000 | 352,075,000 | 67,079,000 | 205,288,000 | 724,634,000 | 292,291,000 | | Operating income | | | 222,869,000 | 136,403,000 | 246,161,000 | 144,546,000 | 100,407,000 | 77,375,000 | 83,898,000 | 69,393,000 | 215,504,000 | 234,947,000 | | Diluted EPS | | | 29.80 | 53.89 | 50.20 | 61.21 | 58.13 | 70.45 | 13.79 | 43.82 | 163.40 | 66.47 | | Assets | | | 4,432,670,000 | 4,937,823,000 | 4,764,041,000 | 5,931,236,000 | 6,444,119,000 | 7,425,525,000 | 6,553,377,000 | 7,187,730,000 | 7,677,205,000 | 8,395,713,000 | | Liabilities | | | 1,979,679,000 | 2,018,071,000 | 1,842,913,000 | 2,598,785,000 | 2,665,798,000 | 2,999,545,000 | 2,778,889,000 | 3,161,677,000 | 3,346,569,000 | 3,528,562,000 | | Stockholders' equity | 3,140,299,000 | 2,490,698,000 | | | 2,916,782,000 | 3,319,239,000 | 3,759,302,000 | 4,399,583,000 | 3,731,383,000 | 3,975,737,000 | 4,256,661,000 | 4,794,025,000 | | Cash and cash equivalents | | | 648,885,000 | 390,014,000 | 253,256,000 | 200,165,000 | 413,991,000 | 145,886,000 | 169,319,000 | 169,897,000 | 260,852,000 | 266,988,000 | | Net margin | | | 6.79% | 11.65% | 10.06% | 11.18% | 10.40% | 11.05% | 1.71% | 4.65% | 15.13% | 5.95% | | Operating margin | | | 8.98% | 5.26% | 9.13% | 4.93% | 3.48% | 2.43% | 2.14% | 1.57% | 4.50% | 4.78% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000104889.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q1 | 2022-03-31 | | | 19.45 | reported discrete quarter | | 2022-Q2 | 2022-06-30 | | | -13.95 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 6.76 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | 1,031,546,000 | 52,272,000 | 10.88 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 1,104,999,000 | 122,788,000 | 25.89 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 1,111,519,000 | -23,031,000 | -5.02 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 1,166,813,000 | 53,259,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 1,152,662,000 | 124,380,000 | 27.72 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 1,185,280,000 | -21,040,000 | -4.79 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 1,207,162,000 | 72,503,000 | 16.42 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 1,245,800,000 | 548,791,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 1,165,915,000 | 23,894,000 | 5.45 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 1,215,772,000 | 36,749,000 | 8.35 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 1,278,859,000 | 122,925,000 | 27.91 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 1,251,017,000 | 108,723,000 | | derived Q4 = FY annual - nine-month YTD | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/104889/000162828026028607/ghc-20260331.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-04-30 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition. This analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto. Results of Operations 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. Items included in the Company’s net income for the first quarter of 2026: •$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); •$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); •$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); •$68.9 million in net losses on marketable equity securities (after-tax impact of $51.3 million, or $11.66 per share); •$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 •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). Items included in the Company’s net income for the first quarter of 2025: •$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); •$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); •$43.8 million in net gains on marketable equity securities (after-tax impact of $32.6 million, or $7.43 per share); and •$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). 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. Division Results Education 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. 27 A summary of Kaplan’s operating results is as follows: Three Months Ended March 31 (in thousands) 2026 2025 % Change Revenue 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 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) 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. 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 quarter of 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. 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. 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. Kaplan corporate and other represents unallocated expenses of Kaplan’s corporate office, other minor businesses and certain shared activities. 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. 28 Television Broadcasting A summary of television broadcasting’s operating results is as follows: Three Months Ended March 31 (in thousands) 2026 2025 % Change Revenue $ 111,553  $ 103,554  8  Operating Income 33,943  24,398  39  Graham Media Group owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. 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. While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2026 expected to decline compared with 2025, and this trend is expected to continue. 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. 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. Healthcare 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. A summary of healthcare division’s operating results is as follows: Three Months Ended March 31 (in thousands) 2026 2025 % Change Revenue CSI $ 117,781  $ 90,248  31  Other Healthcare 91,559  83,493  10  $ 209,340  $ 173,741  20  Operating Income CSI $ 6,312  $ 9,643  (35) Other Healthcare 11,114  8,674  28  $ 17,426  $ 18,317  (5) 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. 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 29 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. 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 mi [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION This analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Graham Holdings Company’s 2024 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. OVERVIEW Graham Holdings Company (the Company) is a diversified holding company whose operations include educational services, television broadcasting, healthcare, manufacturing and automotive dealerships. The Company has five business divisions, seven reportable segments and a group of companies that make up Other Businesses. The Company’s business units are diverse and subject to different trends and risks. Education is the largest operating division of the Company, making up 35% of the Company’s consolidated revenues in 2025 and having the largest operating income in 2025. Through its subsidiary Kaplan, Inc., the Company provides extensive worldwide education services for individuals, schools and businesses. The Company has devoted significant resources and attention to this division for many years, given its geographic and product diversity, the investment opportunities and growth prospects during this time, and challenges related to government regulation. Kaplan is organized into the following three operating segments: Kaplan International (KI), Kaplan Higher Education (KHE) and Supplemental Education. KI reported revenue and operating income growth for 2025 due largely to increases at UK Professional and Singapore, partially offset by declines at Pathways and Languages. KHE revenue and operating income improved due to an increase in the fees from Purdue University Global (Purdue Global). Supplemental Education revenues and operating results improved in 2025 due to growth in most of the program offerings. Television broadcasting was the Company’s second largest business in 2025 from an operating income standpoint. The Company’s television broadcasting division reported lower revenues and operating income in 2025, due largely to a significant decrease in political advertising revenue from the 2024 election cycle and declines in local and digital advertising revenue. Retransmission revenues, net of network fee expense, declined in 2025 with this trend expected to continue in the future due largely to adverse subscriber trends from cord cutting. The healthcare division has grown substantially over the last few years and provided meaningful operating cash flow from internal growth and acquisitions. Since 2019, the healthcare division has expanded from its home health and hospice operations into new lines of business. The largest of these is CSI Pharmacy Holding Company, LLC (CSI), which provides nursing care and prescription services for patients receiving in-home infusion treatments. CSI reported significant revenue growth and substantially higher operating results in 2025 from an expansion of infusion treatment offerings and patient service areas in 2025. Healthcare’s home health and hospice revenue and operating results have also grown substantially in recent years, with investments to streamline operations and enhance patient care, along with a reduction in pension expense in 2025. The Company’s manufacturing division has provided meaningful operating cash flow over the last few years, with Dekko experiencing improved revenues and operating results in 2025, and declines at Hoover in recent years. In July 2025, Hoover acquired Arconic Architectural Products, LLC, which manufactures aluminum cladding products and operates within the broader non-residential materials space. Automotive revenues and operating results declined in 2025 due largely to lower new and used vehicle sales and a decline in sales of finance and insurance products offerings, partially offset by the Honda of Woodbridge acquisition in October 2025 as well as sales growth for services and parts. The Company’s other businesses include several investment stage businesses as well as investments into new lines of business over the last few years. In total, there are ten operating business units that make up this group in three categories: specialty, retail and media. The largest of these businesses from a revenue standpoint is Clyde’s Restaurant Group (CRG) and Framebridge, a custom framing service company. In 2025, CRG and Foreign Policy each reported positive operating income, Code3 reported break-even results, and the other businesses each reported operating losses, which were significant at Framebridge. The Company generates a significant amount of cash from its businesses that is used to support its operations, pay down debt and fund capital expenditures, share repurchases, dividends, acquisitions and other investments. 51 RESULTS OF OPERATIONS Net income attributable to common shares was $292.3 million ($66.47 per share) for the year ended December 31, 2025, compared to $724.6 million ($163.40 per share) for the year ended December 31, 2024. Items included in the Company’s net income for 2025 are listed below: •$12.3 million in intangible and other long-lived asset impairment charges (after-tax impact of $9.5 million, or $2.16 per share); •$9.2 million in non-operating expenses related to Separation Incentive Programs (SIPs) at other businesses, the education, television broadcasting and manufacturing divisions and the corporate office (after-tax impact of $6.8 million, or $1.55 per share); •$54.5 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $51.2 million, or $11.63 per share); •$200.2 million in net gains on marketable equity securities (after-tax impact of $149.0 million, or $33.90 per share); •$16.7 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $12.4 million, or $2.83 per share); •net non-operating gains of $8.9 million from earnings, sales and impairments of equity and cost method investments (after-tax impact of $6.6 million, or $1.50 per share); and •a $9.9 million deferred tax expense arising from a change in the estimated deferred state income tax rate related to the Company’s pension and other postretirement plans ($2.26 per share). Items included in the Company’s net income for 2024 are listed below: •$49.8 million in goodwill and other long-lived asset impairment charges (after-tax impact of $39.4 million, or $8.89 per share); •a $653.4 million fourth quarter settlement gain related to a retiree annuity pension purchase (after-tax impact of $486.1 million, or $109.62 per share); •$21.0 million in non-operating expenses related to a Voluntary Retirement Incentive Program (VRIP) at the television broadcasting division and the corporate office, and SIPs at Kaplan, manufacturing and other businesses (after-tax impact of $15.6 million, or $3.52 per share); •$119.3 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $113.7 million, or $25.65 per share); •$181.3 million in net gains on marketable equity securities (after-tax impact of $134.9 million, or $30.41 per share); •$3.5 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $2.6 million, or $0.59 per share); •a non-operating gain of $7.2 million on the sale of certain businesses and websites (after-tax impact of $5.3 million, or $1.19 per share); and •a net non-operating loss of $16.7 million from the impairments and valuation adjustments of equity and cost method investments (after-tax impact of $12.4 million, or $2.80 per share). Revenue for 2025 was $4,911.6 million, up 3% from $4,790.9 million in 2024. Revenues increased at education, healthcare, manufacturing and other businesses, partially offset by declines at television broadcasting and automotive. Operating costs and expenses for the year increased to $4,676.6 million in 2025, from $4,575.4 million in 2024. Expenses in 2025 increased at healthcare and manufacturing, partially offset by a decrease at television broadcasting, automotive, other businesses and education. The Company reported operating income for 2025 of $234.9 million, compared to $215.5 million in 2024. Excluding goodwill and other long-lived asset impairment charges, operating results were down in 2025, due to declines at television broadcasting and automotive, partially offset by increases at education, healthcare, manufacturing and other businesses. Division Results Education Education division revenue in 2025 totaled $1,744.3 million, up 3% from $1,691.8 million in 2024. Kaplan reported operating income of $159.9 million for 2025, an increase from $100.8 million in 2024. Excluding long-lived asset impairment charges, operating results improved significantly in 2025. 52 A summary of Kaplan’s operating results is as follows: Year Ended December 31 (in thousands) 2025 2024 % Change Revenue Kaplan international $ 1,079,570  $ 1,074,207  0  Higher education 349,211  324,815  8  Supplemental education 317,159  291,630  9  Kaplan corporate and other 585  5,761  (90) Intersegment elimination (2,193) (4,635) —  $ 1,744,332  $ 1,691,778  3  Operating Income (Loss) Kaplan international $ 113,402  $ 101,699  12  Higher education 56,410  40,750  38  Supplemental education 33,392  26,934  24  Kaplan corporate and other (37,388) (35,148) (6) Amortization of intangible assets (6,123) (10,487) 42  Impairment of long-lived assets —  (22,930) —  Intersegment elimination 180  11  —  $ 159,873  $ 100,829  59  KI includes postsecondary education, professional training and language training businesses largely outside the United States. KI revenue increased slightly in 2025 (2% decrease on a constant currency basis). The increase in 2025 is due largely to growth at UK Professional and Singapore, offset by lower student enrollments in US Pathways, Languages and UK Pathways. KI reported operating income of $113.4 million in 2025, compared to $101.7 million in 2024. The increase is due largely to improved results at Australia, Singapore and UK Professional, partially offset by declines at Languages, US Pathways and Mander Portman Woodward (MPW). US Pathways revenues and operating results were down significantly in 2025, due to changes in U.S. visa policies and practices for international students recruited by Kaplan to study in the U.S. KHE includes the results of Kaplan as a service provider to higher education institutions. KHE revenue increased 8% in 2025 due to an increase in fees from Purdue Global and growth in other higher education programs. Average enrollments at Purdue Global, the largest institutional client, were up 4% for 2025 compared to 2024. In 2025, Kaplan recorded the full fee with Purdue Global, whereas in 2024, Kaplan recorded a portion of the fee. 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 make adjustments to fee amounts recognized in earlier periods. During 2025 and 2024, Kaplan recorded $70.0 million and $54.5 million, respectively, in fees from Purdue Global in its KHE operating results. KHE results improved in 2025 due to an increase in the Purdue Global fee recorded. Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Most of the program offerings in Supplemental Education experienced growth in 2025 leading to a 9% revenue increase. Operating results improved in 2025 due largely to revenue growth. In the second and third quarters of 2025, the Company offered SIPs to certain employees at KHE and Supplemental Education, $2.0 million in related non-operating pension expense was recorded. In 2024, Kaplan offered SIPs to certain employees, primarily at Supplemental Education; $2.8 million in related non-operating pension expense was recorded. Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. In the fourth quarter of 2024, Kaplan recorded an intangible asset impairment charge of $22.9 million related to MPW, which is part of KI. Television Broadcasting A summary of television broadcasting’s operating results is as follows: Year Ended December 31 (in thousands) 2025 2024 % Change Revenue $ 425,106  $ 535,678  (21) Operating Income 112,270  201,165  (44) 53 Graham Media Group, Inc. (GMG) owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. Revenue at the television broadcasting division was down 21% to $425.1 million in 2025, from $535.7 million in 2024. The revenue decline is due to a $87.9 million decrease in political advertising revenue, a $10.3 million decrease in retransmission revenues and declines in local and digital advertising revenue. Operating income for 2025 was down 44% to $112.3 million, from $201.2 million in 2024, due to lower revenues, partially offset by lower overall costs. While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2025 to decline compared with 2024, and this trend is expected to continue in the future. Operating margin at the television broadcasting division was 26% in 2025 and 38% in 2024. In the second and third quarters of 2025, the Company offered SIPs to certain employees at the television broadcasting division, $0.1 million in related non-operating pension expense was recorded. In the second quarter of 2024, GMG offered a VRIP to certain employees; $14.3 million in related non-operating pension expense was recorded. Healthcare Healthcare division revenue in 2025 totaled $815.0 million, up 33% from $611.1 million in 2024. Healthcare reported operating income of $96.0 million for 2025, an increase from $50.9 million in 2024. A summary of the healthcare division’s operating results is as follows: Year Ended December 31 (in thousands) 2025 2024 % Change Revenue CSI $ 465,508  $ 299,598  55  Other Healthcare 349,541  311,511  12  $ 815,049  $ 611,109  33  Operating Income CSI $ 53,234  $ 39,090  36  Other Healthcare 42,735  11,795  —  $ 95,969  $ 50,885  89  The healthcare group provides nursing care and prescription services for patients receiving in-home infusion treatments through its 87.5% interest in 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 55% in 2025 and operating results were up substantially from an expansion of infusion treatment offerings and patient service areas. The healthcare group also provides home health and hospice services in seven states, and other healthcare services through Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an allergy, asthma and immunology physician practice), Skin Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Revenue increased in other healthcare businesses by 12% in 2025 from growth in home health and hospice services and the other healthcare businesses. Operating results improved substantially at home health and hospice, and improved at all the other healthcare businesses; operating results also benefited from a reduction in pension expense. In January 2022, Healthcare implemented a pension credit retention program offering a pension credit up to $50,000 per employee, cliff vested after three years of continuous employment for certain existing employees and new employees. Effective April 1, 2024, this program is no longer being offered to new employees. In the third quarter of 2025, home health and hospice recorded $1.0 million of lease impairment charges. The Company also holds interests in four home health and hospice joint ventures managed by Healthcare, whose results are included in equity in earnings of affiliates in the Company’s Consolidated Statements of Operations. In 2025 and 2024, the Company recorded equity in earnings of $13.6 million and $13.7 million, respectively, from these joint ventures. 54 Manufacturing A summary of manufacturing’s operating results is as follows: Year Ended December 31 (in thousands) 2025 2024 % Change Revenue $ 436,279  $ 395,642  10  Operating Income 18,621  18,370  1  Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications. On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation (operating as Hoover Architectural Solutions), which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of $107.5 million in net pension obligations. Manufacturing revenues increased 10% in 2025 due to increased revenues at Hoover, Dekko and Joyce, partially offset by lower revenues at Forney. The revenue increase at Hoover is due to the Arconic acquisition, partially offset by a decline in overall product demand. Revenues improved at Dekko due largely to sales growth for commercial office power and data products, and medical equipment assembly products. Overall, Hoover results included modest wood gains on inventory sales in 2025 and 2024. Manufacturing operating results improved slightly in 2025 due to substantially improved results at Dekko, along with a modest improvement at Joyce and Forney, partially offset by significant declines at Hoover. Hoover results in 2025 included significant transaction, transition and intangible asset amortization costs related to the Arconic transaction, along with a substantial decline in Hoover’s core fire-retardant wood product business from the continued sluggish multi-family housing market. Excluding costs related to the Arconic transaction, Hoover Architectural Solutions had positive operating results in the second half of 2025. In the third quarter of 2025, the Company offered a SIP to certain employees at Joyce; $0.1 million in related non-operating pension expense was recorded. In the third and fourth quarters of 2024, Dekko offered SIPs to certain employees; $0.2 million in related non-operating pension expense was recorded. Automotive A summary of automotive’s operating results is as follows: Year Ended December 31 (in thousands) 2025 2024 % Change Revenue $ 1,133,153  $ 1,200,477  (6) Operating Income 17,380  38,015  (54) Automotive includes eight automotive dealerships in the Washington, D.C. metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge, Ourisman Toyota of Richmond, and Ourisman Kia of Bethesda. In addition, on October 21, 2025, the Company acquired a Honda automotive dealership in Woodbridge, VA, including the real property for the dealership operations. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operates and manages the dealerships; the Company holds a 90% stake. The Company recently decided to cease operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025. As a result, the Company recorded a $0.6 million intangible asset impairment charge on the related franchise agreement in the third quarter of 2025. In addition, as a result of underperformance at the CDJR automotive dealership from a continued decline in revenues, the Company recorded a $10.1 million intangible asset impairment charge in the fourth quarter of 2025. Revenues for 2025 decreased 6% due to the closure of the Ourisman Jeep of Bethesda dealership in September 2025, and declines in new and used vehicle sales and sales of finance and insurance products offerings. The decline was partially offset by the Honda of Woodbridge acquisition as well as sales growth for services and parts. Operating results for 2025 declined due to lower overall sales and gross margins on new and used vehicles and a decline in finance and insurance product sales, partially offset by higher overall gross profit on services and parts. 55 Other Businesses In the first half of 2025, the Company completed the sale of various websites and related businesses of World of Good Brands (WGB). All remaining WGB operations were substantially shut down by the end of the third quarter of 2025. WGB recorded various asset write-offs and incurred other costs in the second and third quarters of 2025 related to these actions. A summary of revenue by category for other businesses: Year Ended December 31 (in thousands) 2025 2024  % Change Operating Revenues Specialty (1) $ 163,669  $ 153,651  7  Retail (2) 118,100  110,286  7  Media (3) 75,891  92,583  (18) $ 357,660  $ 356,520  0  ____________ (1) Includes Clyde’s Restaurant Group, Decile and Supporting Cast (2) Includes Framebridge, Saatchi Art and Society6 (3) Includes Slate, Foreign Policy, Code3, WGB and City Cast Overall, revenue from other businesses increased slightly in 2025. 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 lower revenue at WGB, Slate, and Code3, partially offset by revenue growth at Foreign Policy and City Cast. Overall, operating results at other businesses improved in 2025 due largely to $26.3 million in goodwill and intangible asset impairment charges at WGB in 2024. Excluding these impairment charges, operating losses in 2025 were modestly lower than the prior year. Clyde’s Restaurant Group CRG owns and operates 14 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including Old Ebbitt Grill and The Hamilton. In July 2024, CRG opened Rye Street Tavern, a new restaurant in Baltimore, MD. In November 2024, CRG opened Cordelia Fishbar, a new restaurant in Washington, D.C. Revenue increased in 2025 due to the new restaurant openings and modest price increases, partially offset by softer demand and lower guest traffic at the D.C. restaurants in the second half of 2025. CRG reported an operating profit in 2025 and 2024, with operating results improved in 2025; pre-opening expenses incurred for new restaurants were lower in 2025. CRG plans to open a new restaurant in Reston, VA in the second quarter of 2026, as well as a Clyde’s at Dulles International Airport under a licensing agreement later in 2026. Framebridge Framebridge is a custom framing service company, headquartered in the Washington, D.C. area, with 44 retail locations and four manufacturing facilities in Kentucky, Virginia and Nevada (opened in the third quarter of 2025). Framebridge opened 13 new stores in 2025, including six new stores in California, and continues to actively explore opportunities for further store expansion. Revenues grew in 2025 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to 2024, as well as higher online revenues, particularly during the holiday season. Framebridge is an investment stage business and reported significant operating losses in 2025 and 2024, and operating losses at Framebridge in 2025 were higher than in 2024. Framebridge operating results include ongoing expansion investments from new retail store openings and the new manufacturing facility in Nevada. In the first and second quarters of 2024, Framebridge offered a SIP; $1.4 million in related non-operating pension expense was recorded. Other Other businesses also include Code3, a performance marketing agency focused on driving performance for brands through 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, City Cast, and Saatchi Art reported revenue growth in 2025, while WGB, Society6, Slate and Code3 reported revenue declines. Losses from Society6, WGB, City Cast, Saatchi Art, Decile, Slate and Supporting Cast in 2025 adversely affected operating results, while Foreign Policy reported an operating profit and Code3 56 reported break-even results. In the second quarter of 2024, the Company recorded $26.3 million in goodwill and intangible asset impairment charges at WGB. Excluding the impairment charge, operating results in 2025 improved at Society6, Decile, Code3, Foreign Policy, Supporting Cast and Saatchi Art, with declines at Slate and increased losses at City Cast. In 2025, the Company offered SIPs to certain employees at Code3, Saatchi Art, Society6, WGB and Decile; $7.0 million in related non-operating pension expense was recorded. In 2024, the Company offered SIPs to certain employees at Code3, Decile, Slate, Society6, Saatchi Art and WGB to reduce the number of employees; $1.8 million in related non-operating pension expense was recorded. Corporate Office Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate office expenses were up in 2025 due to increased incentive compensation and employee healthcare costs, higher professional fees incurred related to transactions, and increased information technology costs. Equity in Earnings (Losses) of Affiliates At December 31, 2025, the Company held an approximate 25% interest in Intersection Holdings, LLC (Intersection), a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.4% interest in Realm on a fully diluted basis. 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 $16.4 million for 2025, compared to losses of $3.3 million for 2024. These amounts include $16.7 million and $3.5 million in net losses for 2025 and 2024, respectively, from affiliates whose operations are not managed by the Company. The 2025 amount also includes a gain of $18.6 million in equity earnings related to the Company’s investment in Intersection. The 2024 amount also includes a $14.4 million impairment loss on the Company’s investment in N2K Networks. Net Interest Expense and Related Balances 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% 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. The Company incurred net interest expense of $110.5 million in 2025, compared to $176.3 million in 2024. The Company recorded net interest expense of $54.5 million and $119.3 million in 2025 and 2024, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustments recorded in 2025 and 2024 are largely related to a substantial increase in the estimated fair value of CSI. On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock. Excluding these adjustments, the net interest expense was down slightly in 2025 compared to 2024. At December 31, 2025, the Company had $880.8 million in borrowings outstanding at an average interest rate of 5.7%, and cash, marketable equity securities and other investments of $1,400.4 million. At December 31, 2025, the Company had $222.5 million outstanding on its $400 million revolving credit facility. At December 31, 2024, the Company had $748.2 million in borrowings outstanding at an average interest rate of 6.0%, and cash, marketable equity securities and other investments of $1,156.6 million. Non-Operating Pension and Postretirement Benefit Income, Net The Company recorded net non-operating pension and postretirement benefit income of $127.5 million in 2025, compared to $794.9 million in 2024. In the third quarter of 2025, the Company recorded $2.5 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, manufacturing, the corporate office and other businesses. In the second quarter of 2025, the Company recorded $6.0 million in expenses related to non-operating SIPs at the education and television broadcasting divisions and other businesses. In the first quarter of 2025, the Company 57 recorded $0.6 million in expenses related to non-operating SIPs at other businesses. The SIPs were funded by the assets of the Company’s pension plan. In the fourth quarter of 2024, the Company recorded a pre-tax, noncash settlement gain of $653.4 million in connection with the purchase of an irrevocable group annuity contract from an insurance company. Also in the fourth quarter of 2024, the Company recorded $0.5 million in expenses related to non-operating SIPs at Kaplan, manufacturing and other businesses. In the third quarter of 2024, the Company recorded $3.7 million in expenses related to non-operating SIPs at Kaplan, manufacturing and other businesses. In the second quarter of 2024, the Company recorded $14.8 million in expenses related to a VRIP at the television broadcasting division and the corporate office and $1.6 million in expenses related to non-operating SIPs at other businesses. In the first quarter of 2024, the Company recorded $0.4 million in expenses related to a non-operating SIP at other businesses. The SIPs and VRIP were funded by the assets of the Company’s pension plan. Gain on Marketable Equity Securities, Net The Company recognized $200.2 million in net gains on marketable equity securities in 2025 compared to $181.3 million in 2024. Other Non-Operating (Expense) Income The Company recorded total other non-operating expense, net, of $18.9 million in 2025, compared to income of $12.5 million in 2024. The 2025 amounts included $14.7 million in impairments on cost method investments and $10.1 million in foreign currency losses, partially offset by $4.7 million in gains on sales of cost method investments and other items. The 2024 amounts included gains of $7.2 million on the sales of certain businesses and websites; $5.4 million in foreign currency gains; $0.9 million in gains related to sale of businesses and contingent consideration, and other items; partially offset by $1.5 million in net fair value decreases on cost method investments and $0.7 million in impairments on cost method investments. Provision for Income Taxes The Company’s effective tax rates for 2025 and 2024 were 32.6% and 28.5%, respectively. The Company’s effective tax rate in 2025 and 2024 was unfavorably impacted by permanent differences related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at the healthcare division and the goodwill and intangible asset impairment charges. In addition, the 2025 effective tax rate was unfavorably impacted by a $9.9 million deferred tax adjustment arising from a change in the estimated deferred state income tax rate attributable to the apportionment formula used in the calculation of deferred taxes related to the Company’s pension and other postretirement plans. Excluding the impact of these items, the overall income tax rates for 2025 and 2024 were 27.6% and 25.8%, respectively. Earnings Per Share The calculation of diluted earnings per share for the 2025 was based on 4,372,606 weighted average shares outstanding, compared to 4,404,807 for 2024. At December 31, 2025, there were 4,360,943 shares outstanding. FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES The Company considers the following when assessing its liquidity and capital resources: As of December 31 (In thousands) 2025 2024 Cash and cash equivalents $ 266,988  $ 260,852  Restricted cash 44,417  37,001  Investments in marketable equity securities and other investments 1,088,970  858,743  Total debt 880,756  748,192  Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $400 million revolving credit facility, amounting to $177.5 million at December 31, 2025. During 2025, the Company’s cash and cash equivalents increased by $6.1 million, due to cash generated from operations and net borrowings from new debt, which was partially offset by the settlement of a significant portion of the mandatorily redeemable noncontrolling interest, capital expenditures, business acquisitions, purchases of marketable equity securities, investments in equity affiliates, dividend payments, and net repayments of the vehicle floor plan payable. In 2025, the Company’s borrowings increased by $132.6 million, primarily due to the issuance of 58 $500 million senior unsecured eight-year fixed-rate notes, additional borrowings under the revolving credit facility, and new term loans at the automotive subsidiary, offset by repayment of the outstanding $400 million unsecured senior fixed-rate notes and the term loan. As of December 31, 2025 and 2024, the Company had money market investments of $5.3 million and $3.9 million, respectively, that were included in cash and cash equivalents. At December 31, 2025, the Company held approximately $191 million in cash and cash equivalents in businesses domiciled outside the U.S., of which approximately $6 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations. At December 31, 2025, the fair value of the Company’s investments in marketable equity securities was $1,081.9 million, which includes investments in the common stock of five publicly traded companies. The Company purchased $29.8 million of marketable equity securities during 2025. There were no sales of marketable equity securities during 2025. At December 31, 2025, the net unrealized gain related to the Company’s investments totaled $825.0 million. The Company had working capital of $1,042.5 million and $898.8 million at December 31, 2025 and 2024, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments. At December 31, 2025 and 2024, the Company had borrowings outstanding of $880.8 million and $748.2 million, respectively. The Company’s borrowings at December 31, 2025 were mostly from $500.0 million of 5.625% unsecured notes due December 1, 2033, $222.5 million in outstanding borrowings under the Company’s revolving credit facility, and real estate and capital term loans of $155.9 million at the automotive subsidiary. The Company’s borrowings at December 31, 2024 were mostly from $400.0 million of 5.75% unsecured notes due June 1, 2026, $62.8 million in outstanding borrowings under the Company’s revolving credit facility, a term loan of $140.1 million, and real estate and capital term loans of $127.6 million at the automotive subsidiary. On November 24, 2025, the Company issued $500 million of senior unsecured fixed-rate notes due December 1, 2033 (the Notes). The Notes are guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company's existing and future domestic subsidiaries, as described in the terms of the indenture, dated as of November 24, 2025 (the Indenture). The Notes have a coupon rate of 5.625% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2026. The Company may redeem the Notes in whole or in part at any time at the respective redemption prices described in the Indenture. In combination with the issuance of the Notes, the Company amended and restated the Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, to, among other things, (i) increase the Company’s borrowing capacity by replacing the existing revolving commitments with a new revolving credit facility in the aggregate principal amount of $400 million, (ii) extend the maturity of the facility to November 24, 2030, and (iii) increase the letter of credit sublimit to $40 million. The Company used the net proceeds from the sale of the Notes, together with borrowings under the new revolving credit facility, 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 September 26, 2023, the Company’s automotive subsidiary entered into a credit agreement with Truist Bank that includes a delayed draw term loan under which the proceeds may be used to (i) finance the acquisition of automobile dealerships (delayed draw capital loan), and (ii) finance the acquisition of real estate (delayed draw real estate loan). The delayed draw term loan bears interest at variable rates based on Secured Overnight Financing Rate (SOFR) plus an applicable margin based on the type of delayed draw term loan requested. On September 24, 2025, the Company executed an amendment to extend the delayed draw term loan availability to November 10, 2025. 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. The real estate term loan is payable in monthly installments of $0.4 million and bears interest at variable rates based on SOFR plus 1.75% per annum, and the capital term loan is payable in monthly installments of $0.7 million and bears interest at variable rates based on SOFR plus an applicable margin. During 2025 and 2024, the Company had average borrowings outstanding of approximately $834.2 million and $804.7 million, respectively, at average annual interest rates of approximately 6.0% and 6.3%, respectively. The Company incurred net interest expense of $110.5 million and $176.3 million, respectively, during 2025 and 2024. Included in the 2025 and 2024 interest expense is $54.5 million and $119.3 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest (see Note 11). 59 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 related to GHC One, including CSI, 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. The settlement agreement resulted in a $66.2 million increase to the mandatorily redeemable noncontrolling interest obligation, which the Company recorded as interest expense in the first quarter of 2025. The remaining mandatorily redeemable noncontrolling interest obligation related to GHC One and GHC Two was $8.4 million at December 31, 2025. On November 12, 2025, Moody’s affirmed the Company’s credit rating and maintained the outlook as Stable. Also on November 12, 2025, Standard & Poor’s affirmed the Company’s credit rating and maintained the outlook as Stable. The Company’s current credit ratings are as follows: Moody’s Standard & Poor’s Long-term Ba1 BB Outlook Stable Stable The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of December 31, 2025, the Company had $222.5 million outstanding under the $400 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases. In summary, the Company’s cash flows for each period were as follows: Year Ended December 31 (In thousands) 2025 2024 2023 Net cash provided by operating activities $ 347,185  $ 406,988  $ 259,875  Net cash used in investing activities (179,441) (62,330) (152,975) Net cash used in financing activities (165,477) (240,967) (99,835) Effect of currency exchange rate change 11,285  (7,729) 4,394  Net increase in cash and cash equivalents and restricted cash $ 13,552  $ 95,962  $ 11,459  Operating Activities. Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. The Company’s net cash flow provided by operating activities were as follows: Year Ended December 31 (In thousands) 2025 2024 2023 Net Income $ 303,267  $ 732,610  $ 211,704  Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and goodwill and other long-lived asset impairments 124,741  173,987  235,169  Amortization of lease right-of-use asset 59,749  63,253  67,734  Net pension benefit, settlement gain and early retirement and special separation benefit expense (83,771) (740,152) (101,398) Other non-cash activities (81,039) 65,949  (84,399) Change in operating assets and liabilities 24,238  111,341  (68,935) Net Cash Provided by Operating Activities $ 347,185  $ 406,988  $ 259,875  Net cash provided by operating activities consists primarily of cash receipts from customers, less disbursements for costs, benefits, income taxes, interest and other expenses. For 2025 compared to 2024, the decrease in net cash provided by operating activities is primarily due to changes in operating assets and liabilities, partially offset by higher net income, net of non-cash adjustments. Changes in operating assets and liabilities were driven by an increase in the value of the mandatorily redeemable noncontrolling interest and lower purchases of inventory, partially offset by lower collections from customers. The increase in the value of the mandatorily redeemable noncontrolling interest in 2025 was $64.8 million lower than the corresponding increase in 2024. The change in non-cash activities is largely the result of a significant decrease in the provision for deferred income taxes. 60 For 2024 compared to 2023, the increase in net cash provided by operating activities is primarily due to changes in operating assets and liabilities, partially offset by lower net income, net of non-cash adjustments. Changes in operating assets and liabilities were driven by a significant increase in the value of the mandatorily redeemable noncontrolling interest and lower purchases of inventory. The change in non-cash activities is largely the result of a significant increase in the provision for deferred income taxes, partially offset by fluctuations in the share prices of the Company’s investments in marketable equity securities with larger gains in 2024 compared to 2023. Investing Activities. The Company’s net cash flow used in investing activities were as follows: Year Ended December 31 (In thousands) 2025 2024 2023 Purchases of property, plant and equipment $ (71,881) $ (82,912) $ (93,447) Investments in certain businesses, net of cash acquired (71,235) (4,118) (78,149) Investments in equity affiliates and cost method investments (39,575) (4,554) (14,050) Net (purchases of) proceeds from sales of marketable equity securities (29,823) 18,524  55,817  Net proceeds from sales of businesses, property, plant and equipment, investments and other assets 26,163  8,387  4,294  Loan to related party —  (2,000) (30,000) Other 6,910  4,343  2,560  Net Cash Used in Investing Activities $ (179,441) $ (62,330) $ (152,975) Capital Expenditures. The amounts reflected in the Company’s Statements of Cash Flows are based on cash payments made during the relevant periods, whereas the Company’s capital expenditures for 2025, 2024 and 2023 disclosed in Note 19 to the Consolidated Financial Statements include assets acquired during the year. The Company estimates that its capital expenditures will be in the range of $90 million to $100 million in 2026. Acquisitions. During 2025, the Company acquired five businesses: one small business in supplemental education, two small businesses in other healthcare businesses, one in manufacturing and one in automotive for $71.2 million in cash and the assumption of floor plan payables and $107.5 million in net pension obligations. In July 2025, Hoover acquired 100% of Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation, which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of certain pension obligations. In October 2025, the Company’s automotive subsidiary acquired a Honda automotive dealership, including the real property for the dealership operations. In addition to a cash payment and the assumption of $4.9 million in floor plan payables, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition. During 2024, the Company acquired two small businesses. During 2023, the Company acquired five businesses: one in automotive, three small businesses in other healthcare businesses and one in other businesses for $83.3 million in cash and contingent consideration and the assumption of floor plan payables. In September 2023, the Company’s automotive subsidiary acquired a Toyota automotive dealership, including the real property for the dealership operations. In addition to a cash payment and the assumption of $2.2 million in floor plan payables, the automotive subsidiary borrowed $37.0 million to finance the acquisition. Transactions with Related Parties. In September 2025, the Company invested an additional $29.3 million in its equity affiliate Intersection. Intersection used a portion of the additional investment to settle, in a non-cash exchange, $19.3 million of the outstanding amount owed to the Company on the $30 million term loan extended in April 2023. In November 2025, the Company invested an additional $28.7 million in Intersection. In December 2025, Intersection repaid the $5.0 million remaining outstanding balance on the term loan. In May 2024, the Company entered into a convertible promissory note agreement to loan N2K Networks $2.0 million. The convertible promissory note bears interest at a rate of 12% per annum and, subject to conversion provisions, all unpaid interest and principal are due by May 2027. During 2023, the Company made additional investments in Intersection and Realm. Net (Purchases of) Proceeds from Sales of Marketable Equity Securities. The Company purchased $29.8 million, $5.0 million, and $4.6 million of marketable equity securities during 2025, 2024 and 2023, respectively. There were no sales of marketable equity securities during 2025. During 2024 and 2023, the Company sold marketable securities that generated proceeds of $23.5 million and $62.0 million, respectively. Disposition of Businesses and Investments. In 2025, the Company received proceeds from the sale of a cost method investment. In April 2025, Kaplan completed the sale of a small business, BridgeU Limited, which was included in KI. In 2024 and 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. In July 2024, Kaplan completed the sale of a small business, Red Marker, which was included in KI. 61 Financing Activities. The Company’s net cash flow used in financing activities were as follows: Year Ended December 31 (In thousands) 2025 2024 2023 Distributions paid to noncontrolling interests $ (191,895) $ (6,116) $ (5,306) Net borrowing (payments) under revolving credit facilities 151,855  (35,756) (104,244) Net (repayments of) proceeds from vehicle floor plan payable (33,864) (416) 73,732  (Repayments) issuance of borrowings, net (19,190) (27,637) 171,643  Dividends paid (31,360) (30,347) (30,953) Common shares repurchased (3,468) (114,101) (193,160) Other (37,555) (26,594) (11,547) Net Cash Used in Financing Activities $ (165,477) $ (240,967) $ (99,835) Distributions paid to noncontrolling interests. 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 related to GHC One, including CSI, 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. Borrowings and Vehicle Floor Plan Payable. In 2025, the Company issued $500 million senior unsecured fixed rate notes due December 1, 2033 at a coupon rate of 5.625%. In combination with the issuance of the notes, the Company amended and restated its revolving credit facility to increase the borrowing capacity to $400 million and extend the maturity to November 24, 2030. 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% 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. Also in 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. In 2024, the Company repaid amounts borrowed under the $300 million revolving credit facility, term loan and commercial notes at the automotive subsidiary. In September 2023, the Company’s automotive subsidiary entered into a credit agreement with Truist Bank which includes (i) a $75.2 million real estate term loan, (ii) a $65.0 million capital term loan, (iii) a $50.0 million delayed draw term loan, and (iv) establishment of a revolving floor plan credit facility. The automotive subsidiary used the net proceeds from the real estate and capital term loans to acquire an automotive dealership, including the real property for the dealership operations, and to repay the outstanding balances of the commercial notes maturing in 2031 and 2032. On July 28, 2023, the Company entered into a $150 million term loan and used the proceeds to repay the U.S. dollar borrowings of the $300 million revolving credit facility. In 2025, 2024, and 2023, the Company used vehicle floor plan financing to fund the purchase of new, used and service loaner vehicles at its automotive subsidiary. The (repayments of) proceeds from the vehicle floor plan payable fluctuates with changes in the amount of vehicle inventory held by the automotive dealerships. Dividends. The annual dividend rate per share was $7.20, $6.88 and $6.60 in 2025, 2024 and 2023, respectively. The Company expects to pay a dividend of $7.52 per share in 2026. Common Stock Repurchases. During 2025, the Company purchased a total of 3,978 shares of its Class B common stock at a cost of approximately $3.5 million resulting from the net settlement of stock awards upon vesting. During 2024 and 2023, the Company purchased a total of 152,948 and 325,134 shares, respectively, of its Class B common stock at a cost of approximately $115.2 million and $195.0 million, respectively, including commissions and accrued excise tax of $1.1 million and $1.8 million, respectively. 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 did not announce a ceiling price or time limit for the purchases. At December 31, 2025, the Company had remaining authorization from the Board of Directors to purchase up to 462,482 shares of Class B common stock. Other. In 2025, 2024 and 2023, the Company paid $7.0 million, $5.4 million and $5.3 million, respectively, related to contingent consideration and deferred payments from prior acquisitions. In December 2023, the Company acquired some of the minority-owned shares of CSI for a total amount of $20.0 million. The Company paid cash of $5.0 million and entered into a promissory note with the minority owners for the remaining $15.0 million. 62 Contractual Obligations. The following reflects a summary of the Company’s contractual obligations as of December 31, 2025: (in thousands) 2026 2027 2028 2029 2030 Thereafter Total Debt and interest $ 69,505  $ 62,526  $ 176,196  $ 39,500  $ 261,018  $ 584,375  $ 1,193,120  Finance leases 17,623  4,896  2,319  80  55  —  24,973  Operating leases 107,454  79,378  66,239  57,225  43,532  262,631  616,459  Television broadcasting commitments (1) 50,650  19,218  10,849  544  60  —  81,321  IT software and services 44,680  28,738  8,888  1,431  1,292  —  85,029  Other purchase obligations (2)  29,454  4,513  4,346  1,109  1,090  —  40,512  Long-term liabilities (3)  2,149  2,143  2,128  2,119  1,639  757  10,935  Total $ 321,515  $ 201,412  $ 270,965  $ 102,008  $ 308,686  $ 847,763  $ 2,052,349  ___________________ (1) Includes network fees, employment agreements and programming purchase commitments for the Company’s television broadcasting business. (2) Includes purchase obligations related to capital projects and other legally binding commitments. Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which the Company is liable under purchase orders are reflected in the Company’s Consolidated Balance Sheets as accounts payable and accrued liabilities. (3) Primarily made up of multiemployer pension plan withdrawal obligations and postretirement benefit obligations other than pensions. The Company has other long-term liabilities excluded from the table above, including obligations for deferred compensation, long-term incentive plans, long-term deferred revenue and mandatorily redeemable noncontrolling interest. Other.  The Company does not have any off-balance-sheet arrangements or financing activities with special-purpose entities. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. An accounting policy is considered critical if it is important to the Company’s financial condition and results and if it requires management’s most difficult, subjective and complex judgments in its application. For a summary of all of the Company’s significant accounting policies, see Note 2 to the Company’s Consolidated Financial Statements. Revenue Recognition, Trade Accounts Receivable and Allowance for Credit Losses. Education revenue is primarily derived from postsecondary education services, professional education and test preparation services. Revenue, net of any refunds, corporate discounts, scholarships and employee tuition discounts, is recognized ratably over the instruction period or access period for higher education and supplemental education services. At KI and Kaplan Supplemental Education, estimates of average student course length are developed for each course, along with estimates for the anticipated level of student drops and refunds from test performance guarantees, and these estimates are evaluated on an ongoing basis and adjusted as necessary. As Kaplan’s businesses and related course offerings have changed, including more online programs, the complexity and significance of management’s estimates have increased. KHE provides non-academic operations support services to Purdue Global pursuant to a TOSA, which includes technology support, helpdesk functions, human resources support for faculty and employees, admissions support, financial aid administration, advertising, back-office business functions, and certain student recruitment services. KHE is not entitled to receive any reimbursement of costs incurred in providing support services, or any fee, unless and until Purdue Global has first covered all of its academic costs (subject to a cap) and, if applicable, received payment for cost efficiencies. KHE will receive reimbursement for its operating costs of providing the support services after payment of Purdue Global’s operating costs and cost efficiency payments. If there are sufficient revenues, KHE may be entitled to a cost efficiency payment, if any, and an additional fee equal to 12.5% of Purdue Global’s revenue. Subject to certain limitations, a portion of the fee that is earned by KHE in one year may be carried over to subsequent years for payment to Kaplan. The support fee and reimbursement for KHE support costs are entirely dependent on the availability of cash at the end of Purdue Global’s fiscal year (June 30), and therefore, all consideration in the contract is variable. The Company uses significant judgment to forecast the operating results of Purdue Global, the availability of cash at the end of each fiscal year, and the consideration it expects to receive from Purdue Global annually. Key assumptions used in the forecast model include student census and degree enrollment data, Purdue Global and KHE expenses, 63 changes to working capital, contractually stipulated minimum payments, and lead conversion rates. The forecast is updated as uncertainties are resolved. The Company reviews and updates the assumptions regularly, as a significant change in one or more of these estimates could affect the revenue recognized. Changes to the estimated variable consideration were not material for the year ended December 31, 2025. A KI business has a contract with an examination body through August 2029 comprised of two performance obligations, one to build and create a professional exam and another to manage the delivery of that exam to qualified candidates. The first obligation was completed in 2021. The second obligation began after the first obligation was completed and is expected to continue through the end of the contract term. Revenues are recognized for both of these obligations by allocating the transaction price based on forecasted financial results and the use of a market-based profit margin applied to costs incurred during the financial reporting period. This profit margin, determined at contract inception, is different for each obligation as a result of the different value created by each distinct obligation. The forecast, including key assumptions such as expected candidate volumes and related exam-management expenses, is updated as future uncertainties are resolved, which may result in changes to the transaction price. The Company reviews and updates the assumptions regularly, as a significant change in one or more of these estimates could affect revenue recognized. Changes to the estimated variable consideration were not material for the year ended December 31, 2025. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company acts as a principal or an agent in the transaction. In certain cases, the Company is considered the agent, and the Company records revenue equal to the net amount retained when the fee is earned. In these cases, costs incurred with third-party suppliers are excluded from the Company’s revenue. The Company assesses whether it obtained control of the specified goods or services before they are transferred to the customer as part of this assessment. In addition, the Company considers other indicators such as the party primarily responsible for fulfillment, inventory risk and discretion in establishing price. Accounts receivable have been reduced by an allowance that reflects the current expected credit losses associated with the receivables. This estimated allowance is based on historical write-offs, current macroeconomic conditions, reasonable and supportable forecasts of future economic conditions and management’s evaluation of the financial condition of the customer. The Company generally considers an account past due or delinquent when a student or customer misses a scheduled payment. The Company writes off accounts receivable balances deemed uncollectible against the allowance for credit losses following the passage of a certain period of time, or generally when the account is turned over for collection to an outside collection agency. Goodwill and Other Intangible Assets.  The Company has a significant amount of goodwill and indefinite-lived intangible assets that are reviewed at least annually for possible impairment. As of December 31 (in millions) 2025 2024 Goodwill and indefinite-lived intangible assets $ 1,756.5  $ 1,664.4  Total assets 8,395.7  7,677.2  Percentage of goodwill and indefinite-lived intangible assets to total assets 21  % 22  % The Company performs its annual goodwill and intangible assets impairment test as of November 30. Goodwill and other intangible assets are reviewed for possible impairment between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of the reporting unit or other intangible assets below its carrying value. Goodwill The Company tests its goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially performs an assessment of qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment test. The Company quantitatively tests goodwill for impairment if, based on its assessment of the qualitative factors, it determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if it decides to bypass the qualitative assessment. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. 64 The Company had 25 reporting units as of December 31, 2025. The reporting units with significant goodwill balances as of December 31, 2025, were as follows, representing 92% of the total goodwill of the Company: (in millions) Goodwill Education Kaplan international $ 614.1  Higher education 63.2  Supplemental education 172.8  Television broadcasting 190.8  CSI 87.1  Automotive 140.8  Hoover 128.9  Framebridge 60.9  Total $ 1,458.6  As of November 30, 2025, in connection with the Company’s annual impairment testing, the Company decided to perform the quantitative goodwill impairment process at all of the reporting units. The Company’s policy requires the performance of a quantitative impairment review of the goodwill at least once every three years. The Company used a discounted cash flow model, and, where appropriate, a market value approach was also utilized to supplement the discounted cash flow model to determine the estimated fair value of its reporting units. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value. The methodology used to estimate the fair value of the Company’s reporting units on November 30, 2025, was consistent with the one used during the 2024 annual goodwill impairment test. The Company made changes to certain of its assumptions utilized in the discounted cash flow models for 2025 compared with the prior year to take into account changes in the economic environment, regulations and their impact on the Company’s businesses. The key assumptions used by the Company were as follows: •Expected cash flows underlying the Company’s business plans for the periods 2026 through 2030 were used. The Company used expected cash flows for the periods 2026 through 2031 and 2026 through 2035 for the Framebridge and Hoover reporting units, respectively. The expected cash flows took into account historical growth rates, the effect of the changed economic outlook at the Company’s businesses, industry challenges and an estimate for the possible impact of any applicable regulations. •Cash flows beyond the forecasted years were projected to grow at a long-term growth rate, which the Company estimated between 1.5% and 3% for each reporting unit. •The Company used a discount rate of 9% to 25% to risk adjust the cash flow projections in determining the estimated fair value. The fair value of each of the reporting units exceeded its respective carrying value as of November 30, 2025. The estimated fair value of the Framebridge reporting unit exceeded its carrying values by a margin of less than 20%. The total goodwill at the Framebridge reporting unit was $60.9 million as of December 31, 2025, or 4% of the total goodwill of the Company. There exists a reasonable possibility that a decrease in the assumed projected cash flows or long-term growth rate, or an increase in the discount rate assumption used in the discounted cash flow model of this reporting unit, could result in a possible impairment charge. The estimated fair value of the Company’s other reporting units with significant goodwill balances exceeded their respective carrying values by a margin in excess of 40%. It is possible that impairment charges could occur in the future, as changes in market conditions and the inherent variability in projecting future operating performance could result in adverse changes in projections for future operating results or other key assumptions, such as projected revenue, profit margin, capital expenditures or cash flows associated with fair value estimates and could lead to additional future impairments, which could be material. Indefinite-Lived Intangible Assets The Company’s intangible assets with an indefinite life are principally from franchise rights, trade names and FCC licenses. The Company initially assesses qualitative factors to determine if it is more likely than not that the fair value of its indefinite-lived intangible assets is less than its carrying value. The Company compares the fair value of the indefinite-lived intangible asset with its carrying value if the qualitative factors indicate it is more likely than not that the fair value of the asset is less than its carrying value or if it decides to bypass the qualitative assessment. The Company records an impairment loss if the carrying value of the indefinite-lived intangible assets exceeds the fair value of the assets for the difference in the values. The Company uses a discounted cash flow model, and, in 65 certain cases, a market value approach is also utilized to supplement the discounted cash flow model to determine the estimated fair value of the indefinite-lived intangible assets. The Company makes estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and other market values to determine the estimated fair value of the indefinite-lived intangible assets. The Company’s policy requires the performance of a quantitative impairment review of the indefinite-lived intangible assets at least once every three years. In conjunction with the Company’s annual impairment review, as a result of underperformance at the CDJR automotive dealership from a continued decline in revenues, the Company recorded an indefinite-lived intangible asset impairment charge of $10.1 million. The Company estimated the fair value of the franchise right by utilizing the excess earnings method under a discounted cash flow model. The carrying value of the CDJR franchise right indefinite-lived intangible asset exceeded its estimated fair value, resulting in an indefinite-lived intangible asset impairment charge. CDJR automotive dealership is included in Automotive. With the exception of the CDJR franchise right indefinite-lived intangible asset, the fair value of all the indefinite-lived intangible assets exceeded their respective carrying values as of November 30, 2025. The estimated fair values of indefinite-lived intangible assets with a total carrying value of $37.3 million exceeded their carrying value by a margin of less than 10%. There exists a reasonable possibility that impairment charges could occur in the future, as changes in market conditions and the inherent variability in projecting future operating performance could result in adverse changes in projections for future operating results or other key assumptions, such as projected revenue, profit margin, capital expenditures or cash flows associated with fair value estimates and could lead to future impairments, which could be material. Pension Costs.  The Company sponsors a defined benefit pension plan for eligible employees in the U.S. Excluding curtailment gains, settlement gains and special termination benefits, the Company’s net pension credit was $93.0 million, $107.7 million and $111.3 million for 2025, 2024 and 2023, respectively. The Company’s pension benefit obligation and related credits are actuarially determined and are significantly impacted by the Company’s assumptions related to future events, including the discount rate, expected return on plan assets and rate of compensation increases. The Company evaluates these critical assumptions at least annually and, periodically, evaluates other assumptions involving demographic factors, such as retirement age, mortality and turnover, and updates them to reflect its experience and expectations for the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors. The Company assumed a 6.25% expected return on plan assets for 2025, 2024 and 2023. The Company’s actual return on plan assets was 16.9% in 2025, 19.1% in 2024 and 23.2% in 2023. The 10-year and 20-year actual returns on plan assets on an annual basis were 11.2% and 10.0%, respectively. Accumulated and projected benefit obligations are measured as the present value of future cash payments. The Company discounts those cash payments using the weighted average of market-observed yields for high-quality fixed-income securities with maturities that correspond to the payment of benefits. Lower discount rates increase present values and generally increase subsequent-year pension costs; higher discount rates decrease present values and decrease subsequent-year pension costs. The Company’s discount rate at December 31, 2025, 2024 and 2023, was 5.6%, 5.8% and 5.2%, respectively, reflecting market interest rates. Changes in key assumptions for the Company’s pension plan would have had the following effects on the 2025 pension credit, excluding curtailment gains, settlement gains and special termination benefits: •    Expected return on assets – A 1% increase or decrease to the Company’s assumed expected return on plan assets would have increased or decreased the pension credit by approximately $26.8 million. •    Discount rate – A 1% decrease to the Company’s assumed discount rate would have increased the pension credit by approximately $2.5 million. A 1% increase to the Company’s assumed discount rate would have decreased the pension credit by approximately $2.7 million. The Company’s net pension credit includes an expected return on plan assets component, calculated using the expected return on plan assets assumption applied to a market-related value of plan assets. The market-related value of plan assets is determined using a five-year average market value method, which recognizes realized and unrealized appreciation and depreciation in market values over a five-year period. The value resulting from applying this method is adjusted, if necessary, such that it cannot be less than 80% or more than 120% of the market value of plan assets as of the relevant measurement date. As a result, year-to-year increases or decreases in the market-related value of plan assets impact the return on plan assets component of pension credit for the year. At the end of each year, differences between the actual return on plan assets and the expected return on plan assets are combined with other differences in actual versus expected experience to form a net unamortized actuarial gain or loss in accumulated other comprehensive income. Only those net actuarial gains or losses in excess of the deferred realized and unrealized appreciation and depreciation are potentially subject to amortization. 66 The types of items that generate actuarial gains and losses that may be subject to amortization in net periodic pension (credit) cost include the following: •    Asset returns that are more or less than the expected return on plan assets for the year; •    Actual participant demographic experience different from assumed (retirements, terminations and deaths during the year); •    Actual salary increases different from assumed; and •    Any changes in assumptions that are made to better reflect the anticipated experience of the plan or to reflect current market conditions on the measurement date (discount rate, longevity increases, changes in expected participant behavior and expected return on plan assets). Amortization of the unrecognized actuarial gain or loss is included as a component of pension credit for a year if the magnitude of the net unamortized gain or loss in accumulated other comprehensive income exceeds 10% of the greater of the benefit obligation or the market-related value of assets (10% corridor). The amortization component is equal to that excess divided by the average remaining service period of active employees expected to receive benefits under the plan. At the end of 2022, the Company had net unamortized actuarial gains in accumulated other comprehensive income subject to amortization outside the 10% corridor, and therefore, an amortized gain of $39.8 million was included in the pension credit for 2023. During 2023, there were significant pension asset gains partially offset by a decrease in the discount rate that resulted in net unamortized actuarial gains in accumulated other comprehensive income subject to amortization outside the 10% corridor, and therefore, an amortized gain of $37.9 million was included in the pension credit for the first nine and a half months of 2024. As a result of the irrevocable group annuity purchase, the Company remeasured the accumulated and projected benefit obligations as of October 17, 2024, and recorded a settlement gain. During the first nine and a half months, there were significant pension asset gains offset by the $653.4 million settlement gain following the purchase of the irrevocable group annuity contract that resulted in no net unamortized actuarial gains in accumulated other comprehensive income subject to amortization outside the 10% corridor, and therefore, no amortized gain amount was included in the pension credit for the last two and a half months of 2024. During the last two and a half months of 2024, there was an increase in the discount rate; however, the Company had no net unamortized actuarial gains in accumulated other comprehensive income subject to amortization outside the 10% corridor, and therefore, no amortized gain amount was included in the pension credit for 2025. During 2025, there were significant pension asset gains partially offset by a decrease in the discount rate; however, the Company currently estimates that there will be no net unamortized actuarial gains in accumulated other comprehensive income subject to amortization outside the 10% corridor, and therefore, no amortized gain amount is included in the estimated pension credit for 2026. Overall, the Company estimates that it will record a net pension credit of approximately $97.1 million in 2026. Note 15 to the Company’s Consolidated Financial Statements provides additional details surrounding pension costs and related assumptions. Accounting for Income Taxes. Valuation Allowances Deferred income taxes arise from temporary differences between the tax and financial statement recognition of assets and liabilities. In evaluating its ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. These assumptions require significant judgment about forecasts of future taxable income. As of December 31, 2025, the Company had state income tax net operating loss carryforwards of $1,318.6 million, which will expire at various future dates. Also at December 31, 2025, the Company had $78.5 million of non-U.S. income tax loss carryforwards, of which $24.5 million may be carried forward indefinitely; $44.3 million of losses that, if unutilized, will expire in varying amounts through 2030; and $9.7 million of losses that, if unutilized, will start to expire after 2030. At December 31, 2025, the Company has established approximately $83.0 million in total valuation allowances, primarily against deferred state tax assets, net of U.S. Federal income taxes, and non-U.S. deferred tax assets, as the Company believes that it is more likely than not that the benefit from certain state and non-U.S. net operating loss carryforwards and other deferred tax assets will not be realized. In most instances, the Company has established valuation allowances against state income tax benefits recognized, without considering 67 potentially offsetting deferred tax liabilities established with respect to prepaid pension cost and goodwill. Prepaid pension cost and goodwill have not been considered a source of future taxable income for realizing deferred tax benefits recognized since these temporary differences are not likely to reverse in the foreseeable future. However, certain deferred state tax assets have an indefinite life. As a result, the Company has considered deferred tax liabilities for prepaid pension cost and goodwill as a source of future taxable income for realizing those deferred state tax assets with indefinite lives. The valuation allowances established against state and non-U.S. income tax benefits recorded may increase or decrease within the next 12 months, based on operating results or the market value of investment holdings; as a result, the Company is unable to estimate the potential tax impact, given the uncertain operating and market environment. The Company will be monitoring future operating results and projected future operating results on a quarterly basis to determine whether the valuation allowances provided against state and non-U.S. deferred tax assets should be increased or decreased, as future circumstances warrant. Recent Accounting Pronouncements.  See Note 2 to the Company’s Consolidated Financial Statements for a discussion of recent accounting pronouncements.