Every material Form 8-K Graham has filed with the SEC since August 02, 2023, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Graham Holdings Company (NYSE: GHC) elected Robert J. Mylod Jr. to its Board of Directors on November 5, 2026. The Board has determined he is an independent director under NYSE listing standards, and he will receive the same non-employee director compensation as the company's other non-employee directors.
Election date: November 5, 2026; the Board has not yet decided whether he will serve on any committee.
Mylod is Managing Partner of Annox Capital Management, a private investment firm he founded in 2013.
He was formerly Chief Financial Officer and Vice Chairman of Booking Holdings from 2000 to 2009.
Director pay is an annual cash retainer, with an option to take part in fully vested Class B shares.
Graham Holdings reported third-quarter 2026 revenue of $1,326.0 million, up 4%, and operating income of $85.5 million, up from $67.1 million. Net income attributable to common shareholders fell 39% to $75.1 million ($17.60 per diluted share), mainly because the company recorded $15.0 million in net losses on marketable equity securities versus $84.8 million in gains a year earlier.
Q3 2026 revenue was $1,326.0 million, up 4% from $1,278.9 million; television broadcasting, healthcare, and manufacturing led growth, while education declined.
Q3 2026 net income attributable to common shareholders was $75.1 million ($17.60 per diluted share), versus $122.9 million ($27.91) in Q3 2025.
Adjusted net income (non-GAAP) was $80.2 million ($18.77 per diluted share), compared with $62.0 million ($14.08) a year earlier.
Kaplan sold Dublin Business School to China Chunlai Education Group; the transaction closed October 27, 2026, for $127.5 million.
Graham Holdings reported second quarter 2026 revenue of $1,302.5 million, up 7% from a year earlier, and operating income of $83.6 million, up from $72.8 million. Diluted earnings per share were $64.86, versus $8.35 a year earlier, mainly due to a $137.0 million pre-tax noncash pension settlement gain; excluding non-GAAP items, adjusted diluted EPS was $19.46 versus $14.33.
Q2 2026 revenue $1,302.5 million, up 7% from $1,215.8 million; operating income $83.6 million versus $72.8 million
Diluted EPS $64.86 versus $8.35; adjusted (non-GAAP) diluted EPS $19.46 versus $14.33
Pension annuity purchase settled $124.3 million of obligations, producing a $137.0 million pre-tax noncash settlement gain in Q2
Borrowings $900.4 million at June 30, 2026; cash, marketable equity securities and other investments $1,297.4 million
Graham Holdings reported first-quarter 2026 revenue of $1,236.0 million, up 6%, and operating income of $57.8 million, up from $47.5 million a year earlier. Net income attributable to common stockholders rose to $29.1 million ($6.62 per diluted share) from $23.9 million ($5.45), but results were affected by a $68.9 million net loss on marketable equity securities and a $19.0 million impairment tied to the planned sale of the Kaplan Languages Group.
Revenue of $1,236.0 million, up 6% from $1,165.9 million in Q1 2025, with gains at education, television broadcasting, healthcare and manufacturing
Operating income of $57.8 million versus $47.5 million in Q1 2025
Net loss of $68.9 million on marketable equity securities, compared with net gains of $43.8 million a year earlier
Agreement to sell Kaplan Languages Group, with an expected closing date of May 1, 2026, and a $19.0 million pre-tax impairment charge
Graham Holdings reported fourth-quarter and full-year 2025 results on February 25, 2026. Full-year revenue rose 3% to $4.9 billion and operating income rose 9% to $234.9 million, but net income attributable to common shareholders fell 60% to $292.3 million ($66.47 per diluted share), largely reflecting lower non-operating pension income after a $653.4 million pension settlement gain in the fourth quarter of 2024.
Fourth-quarter 2025 revenue was $1,251.0 million, up slightly from $1,245.8 million, while operating income fell to $47.6 million from $72.5 million.
Television broadcasting fourth-quarter revenue fell 32% to $110.5 million, mainly due to a $48.4 million decline in political advertising revenue.
Excluding certain items, 2025 net income attributable to common shares was $226.5 million ($51.50 per share), compared with $282.2 million ($63.63 per share) in 2024.
On November 24, 2025, the company issued $500 million of 5.625% notes due December 1, 2033 and redeemed $400 million of 5.75% notes due June 1, 2026.
On November 24, 2025, Graham Holdings completed a $500 million offering of 5.625% senior unsecured notes due 2033 and entered into a new $400 million five-year revolving credit facility with Wells Fargo as administrative agent. The company plans to use the proceeds, along with revolver borrowings, to redeem its 5.750% notes due 2026, refinance the existing revolver, and repay its $150 million term loan, which changes the timing and terms of its debt.
Notes: $500 million at 5.625%, maturing December 1, 2033, with interest paid semi-annually starting June 1, 2026
New $400 million five-year revolver replaces the existing revolving credit facility; letter of credit sublimit rises from $20.0 million to $40.0 million
Covenants require a Total Net Leverage Ratio of no more than 3.5 to 1.0 and interest coverage of at least 3.0 to 1.0
Redemption of 5.750% notes due 2026 set for on or around November 24, 2025, at par plus accrued interest
Graham Holdings reported third-quarter 2025 results on October 29, 2025. Revenue rose 6% to $1,278.9 million, but operating income fell to $67.1 million from $81.6 million, mainly due to declines at television broadcasting and automotive. GAAP diluted EPS rose to $27.91 from $16.42, largely because of $84.8 million in gains on marketable equity securities, while adjusted net income (non-GAAP) fell to $62.0 million, or $14.08 per share, from $76.1 million, or $17.25 per share.
Q3 2025 revenue was $1,278.9 million, up 6% from $1,207.2 million; education, manufacturing and healthcare grew.
Q3 2025 operating income was $67.1 million, down from $81.6 million, with television broadcasting operating income falling to $26.8 million from $61.9 million.
GAAP diluted EPS was $27.91 versus $16.42; adjusted diluted EPS (non-GAAP) was $14.08 versus $17.25.
Nine-month revenue was $3,660.5 million, up 3%, and nine-month operating income was $187.4 million, up from $143.0 million.
Graham Holdings reported second-quarter 2025 revenue of $1.2 billion, up 3% from a year earlier, with operating income of $72.8 million versus $25.9 million. The company swung to net income attributable to common shareholders of $36.7 million ($8.35 per diluted share) from a loss of $21.0 million a year earlier, and its adjusted non-GAAP net income rose to $63.1 million ($14.33 per share).
Revenue of $1,215.8 million in Q2 2025, up 3% from $1,185.3 million, with gains at education, healthcare and other businesses
Operating income of $72.8 million versus $25.9 million in Q2 2024, which included goodwill and asset impairment charges at World of Good Brands
Net income attributable to common shareholders of $36.7 million ($8.35 per diluted share) versus a net loss of $21.0 million ($4.79 per share) a year earlier
David Curtis and Justin DeWitte, co-CEOs of Graham Healthcare Group, decided to step down; both will stay through a transition period
Graham Holdings reported first-quarter 2025 revenue of $1,165.9 million, up 1% from a year earlier, and operating income of $47.5 million, up from $35.4 million. Net income attributable to common shareholders fell to $23.9 million ($5.45 per diluted share) from $124.4 million ($27.72), mainly due to a $66.4 million interest expense from a fair value adjustment on a noncontrolling interest at Graham Healthcare Group. Excluding certain items, adjusted diluted EPS was $11.64, compared with $11.24 a year earlier.
Revenue of $1,165.9 million, up 1% from $1,152.7 million; operating income of $47.5 million vs. $35.4 million
GAAP net income attributable to common shareholders of $23.9 million ($5.45 per diluted share) vs. $124.4 million ($27.72) a year earlier
Interest expense of $66.4 million tied to the fair value adjustment of the mandatorily redeemable noncontrolling interest at Graham Healthcare Group
Adjusted diluted EPS (non-GAAP) of $11.64 vs. $11.24; on February 25, 2025, the company agreed to settle part of that noncontrolling interest for $205 million
Graham Holdings reported fourth-quarter 2024 revenue of $1.2 billion, up 7%, and diluted earnings per share of $125.55, compared with $11.72 a year earlier. The EPS figure includes a one-time, noncash $653.4 million pension settlement gain; excluding certain items, fourth-quarter EPS was $22.58 versus $10.94. On February 25, 2025, the company also agreed to settle a significant portion of a mandatorily redeemable noncontrolling interest for $205 million.
Q4 2024 revenue was $1,245.8 million, up 7% from $1,166.8 million; operating income was $72.5 million versus $40.8 million.
Q4 diluted EPS was $125.55 versus $11.72; excluding certain items, EPS was $22.58 versus $10.94.
A $653.4 million pre-tax, noncash pension settlement gain was recorded in Q4 2024 after a group annuity purchase; the February 25, 2025 settlement totals $205 million, including $186.25 million in cash and $18.75 million in Class B stock.
Graham Holdings Company elected Jack Markell to its Board of Directors on February 25, 2025. Markell previously served on the Board from May 2017 through December 2021, and the Board has not yet decided whether he will serve on any committee.
Jack Markell elected to the Board on February 25, 2025
Previously a director from May 2017 through December 2021
Board determined he is an independent director under NYSE listing standards
Compensation will match other non-employee directors; committee assignments not yet determined
Graham Holdings reported third-quarter 2024 revenue of $1.2 billion, up 9% from a year earlier, and net income attributable to common shareholders of $72.5 million ($16.42 per diluted share), compared with a loss of $23.0 million in the third quarter of 2023 that included impairment charges. The company also said it expects a one-time pre-tax pension settlement gain of approximately $700 million in the fourth quarter of 2024, after buying an annuity to transfer certain pension obligations.
Q3 2024 revenue was $1,207.2 million, up 9% from $1,111.5 million; education, television broadcasting, healthcare and automotive increased while manufacturing declined.
Q3 2024 operating income was $81.6 million, compared with an operating loss of $57.1 million in Q3 2023, which included goodwill and long-lived asset impairment charges.
Adjusted net income (non-GAAP) was $76.1 million ($17.25 per share) for Q3 2024, versus $48.9 million ($10.45 per share) a year earlier.
In October 2024 the company bought a group annuity for $461.3 million to settle $457.9 million of pension obligations, with an estimated fourth-quarter pre-tax gain of approximately $700 million.
Graham Holdings reported second-quarter 2024 revenue of $1,185.3 million, up 7% from a year earlier, led by education, healthcare and automotive. It swung to a net loss attributable to common shareholders of $21.0 million ($4.79 per share), compared with income of $122.8 million ($25.89 per share) in the second quarter of 2023, mainly due to $26.3 million of goodwill and intangible asset impairment charges at World of Good Brands and a $73.5 million interest expense tied to a fair value adjustment. Excluding these and other listed items, adjusted net income was $56.9 million ($12.70 per share), down from $61.1 million ($12.88 per share).
Revenue: $1,185.3 million, up 7% from $1,105.0 million in Q2 2023
Operating income: $25.9 million, down from $58.1 million, due to impairment charges at World of Good Brands
Net loss attributable to common shareholders: $21.0 million ($4.79 per share), versus income of $122.8 million ($25.89 per share) a year earlier
Adjusted net income (non-GAAP): $56.9 million ($12.70 per share), versus $61.1 million ($12.88 per share)
Graham Holdings reported first-quarter 2024 revenue of $1.15 billion, up 12% from a year earlier, and operating income of $35.4 million, up from $27.7 million. Reported net income attributable to common shareholders rose to $124.4 million ($27.72 per diluted share), helped by $104.2 million in net gains on marketable equity securities, while adjusted net income excluding those and other items was $50.4 million ($11.24 per share) versus $40.2 million ($8.36) a year earlier.
Revenue of $1,152.7 million, up 12% from $1,031.5 million, led by education, healthcare and automotive
Operating income of $35.4 million versus $27.7 million; manufacturing and automotive declined
Net income attributable to common shareholders of $124.4 million ($27.72 per diluted share), including $104.2 million in net gains on marketable equity securities
Repurchased 28,606 Class B shares for $20.0 million in the quarter; $815.6 million in borrowings outstanding at March 31, 2024
Graham Holdings reported fourth-quarter and full-year 2023 results on February 23, 2024. Revenue rose 12% for the year to $4.4 billion and 10% in the fourth quarter to $1.2 billion, led by education, healthcare and automotive, while full-year operating income fell to $69.4 million from $83.9 million, mainly due to goodwill impairment charges. Reported net income rose to $205.3 million ($43.82 per share) from $67.1 million, but excluding certain items it fell to $200.5 million ($42.78 per share) from $287.2 million ($59.03 per share).
Full-year 2023 revenue was $4,414.9 million, up 12% from $3,924.5 million in 2022.
Full-year 2023 operating income was $69.4 million, compared with $83.9 million in 2022, due to goodwill impairment charges at World of Good Brands and Dekko.
Fourth-quarter 2023 net income attributable to common shares was $53.3 million ($11.72 per share), compared with $6.2 million ($1.28 per share) a year earlier.
Excluding certain items, fourth-quarter 2023 net income was $49.7 million ($10.94 per share), compared with $90.5 million ($18.80 per share) in the fourth quarter of 2022.
Graham Holdings reported a third-quarter 2023 net loss attributable to common shares of $23.0 million, or $5.02 per share, compared with net income of $32.8 million, or $6.76 per share, a year earlier. Revenue rose 10% to $1,111.5 million, but the company recorded $98.3 million in goodwill and other long-lived asset impairment charges, which drove an operating loss of $57.1 million.
Q3 2023 revenue was $1,111.5 million, up 10% from $1,012.4 million in Q3 2022.
Q3 2023 operating loss was $57.1 million, compared with operating income of $59.5 million in Q3 2022.
Excluding listed items, Q3 2023 net income attributable to common shares was $48.9 million ($10.45 per share), versus $74.2 million ($15.30 per share) a year earlier.
Goodwill impairment charges at World of Good Brands and Dekko drove the decline in operating results.
Graham Holdings reported second-quarter 2023 net income attributable to common shares of $122.8 million ($25.89 per share), compared with a net loss of $67.5 million in the second quarter of 2022. Excluding certain items, net income was $61.6 million ($12.97 per share), up from $59.7 million ($12.07 per share) a year earlier. Revenue rose 18% to $1,105.0 million, and operating income increased to $58.1 million from $39.3 million.
Revenue for the quarter ended June 30, 2023 was $1,105.0 million, up 18% from $933.3 million
Operating income was $58.1 million, compared with $39.3 million in the second quarter of 2022
Net income included $78.6 million in net gains on marketable equity securities, after-tax $57.9 million
For the first six months of 2023, net income attributable to common shares was $175.1 million ($36.67 per share), versus $28.1 million a year earlier
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