Graham Holdings SEC Filings

Elizabeth G. Weymouth filed Amendment No. 1 to Schedule 13G for Graham Holdings Co. (GHC), reporting beneficial ownership of 0 shares and 0% of the Class B common stock. The amendment states the event occurred on 09/29/2025, when she ceased to serve as trustee of several trusts holding Graham Holdings Class A and/or Class B shares, ending any voting or investment power over those shares. The filing names Merryl Tisch and Brad S. Karp as executors of her estate.

Graham Holdings Company priced a private offering of $500 million senior unsecured notes due 2033 at 100% of principal with a 5.625% interest rate. The notes will be guaranteed on a senior unsecured basis by certain existing and future domestic subsidiaries.

The offering is expected to close on November 24, 2025, subject to customary conditions. Substantially concurrently, the company intends to amend and restate its revolving credit facility to $400 million; this amendment is conditioned on the notes offering closing, while the notes offering is not conditioned on the amendment.

If completed, the company intends to use net proceeds, together with borrowings under the amended revolver, to redeem its outstanding 5.750% notes due 2026, refinance outstanding revolving loans, repay all amounts under its existing $150 million term loan facility, and pay related fees and expenses.

Graham Holdings (GHC) insider filed a Form 4 reporting an option exercise and related share withholding. On 11/11/2025, the reporting person exercised 7,582 options (code M) at $872.01 per share, executed on a net settlement basis ahead of the November 12, 2025 expiration. A subsequent transaction (code F) showed 6,839 shares disposed at $1,085.29, consistent with tax/settlement withholding. Following these transactions, direct beneficial ownership was 27,476 Class B shares. The filing also lists 8 shares held indirectly by a spouse and 5,600 shares held in a trust, with beneficial ownership disclaimed.

Graham Holdings (GHC) reported insider activity by its President and CEO, who is also a director. On 11/11/2025, he exercised 7,582 employee stock options for Class B Common Stock at $872.01 (code M), and recorded a disposition of 6,839 Class B shares at $1,085.29 (code F). Following these transactions, direct beneficial ownership stands at 27,484 Class B shares, which includes 8 shares held in a 401(k) account. He also reports 5,600 shares held indirectly in a trust.

Graham Holdings Company commenced a private offering of $500 million aggregate principal amount of senior unsecured notes due 2033, to be guaranteed by certain domestic subsidiaries.

Substantially concurrently, the company intends to amend and restate its revolving credit facility, increasing lender commitments to $400 million. The notes offering is not conditioned on the revolver amendment, while closing of the amended revolver is conditioned on the notes offering closing. If consummated, net proceeds from the notes, together with borrowings under the amended revolver, are intended to redeem the 5.750% notes due 2026, refinance outstanding revolving loans, repay the existing $150 million term loan, and pay related fees and expenses.

The notes and guarantees will be offered to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S, and will not be registered under the Securities Act.

Graham Holdings Company filed an 8-K reporting Item 2.02: Results of Operations and Financial Condition. The company furnished a press release announcing earnings for the third quarter ended September 30, 2025, included as Exhibit 99.1.

The filing is an administrative update that makes the Q3 2025 earnings press release publicly available through the exhibits. Class B Common Stock trades on the NYSE under the symbol GHC.

Graham Holdings Company (GHC) reported Q3 results. Operating revenues were $1,278.9 million, up from $1,207.2 million a year ago. Net income rose to $126.2 million from $74.5 million, and diluted EPS increased to $27.91 from $16.42. Income before income taxes increased to $183.0 million from $113.0 million.

Quarter performance reflected higher net unrealized gains on marketable equity securities ($84.8 million) and stronger equity in earnings of affiliates ($15.8 million), partly offset by lower operating income ($67.1 million vs. $81.6 million) and depreciation/amortization expense. Net interest expense decreased year over year.

For the nine months, operating revenues reached $3,660.5 million with net income of $192.4 million. Cash from operations was $318.9 million. Cash and cash equivalents were $190.8 million; total debt was $731.9 million, with $424.9 million current and $307.0 million long-term. Investments in marketable equity securities had a fair value of $998.8 million, including Berkshire Hathaway valued at $560.6 million.

2025 actions included acquisitions in education and manufacturing ($19.9 million cash and $107.4 million assumed pension obligations) and a settlement of a mandatorily redeemable noncontrolling interest; the Company also closed the Ourisman Jeep of Bethesda dealership. In October 2025, the automotive subsidiary acquired a Honda dealership.

Graham Holdings (GHC)October 20, 2025, 1,000 Class B Common Stock shares vested from a price-based RSU award and were acquired at $0. To cover taxes, 501 shares were withheld at a price of $987.72. Following these transactions, the reporting person beneficially owns 6,034 shares directly.

The RSU award vests in 1,000‑share increments upon stock-price milestones maintained for 90 consecutive days through December 31, 2027. Prior milestones vested on November 5, 2024 and January 27, 2025; the next tranche would vest if the Class B closing price exceeds $1,000 for 90 consecutive days, with additional 1,000‑share increments for each further $100 increase achieved within the period.