Every material Form 8-K Graham filed with the SEC in 2025, 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.
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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Graham filing is on SEC EDGAR ↗. 8-K briefs of other companies →