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Graham Holdings Co (GHC) reported that Executive VP Jacob Maas had 1,000 shares of Class B Common Stock credited to him on August 28, 2026 from a price-based restricted stock unit award. On the same date, 501 Class B shares were withheld at $1,159.23 per share to cover tax liabilities from this vesting. Earlier tranches of the award vested as stock price targets were met, and a sixth tranche will vest only if the Class B share price exceeds $1,200 for 90 consecutive days on or before December 31, 2027.
Graham Holdings Co director, president and CEO Timothy J. O'Shaughnessy reported an internal share reclassification involving Class A and Class B stock. On 2026-08-13, he disposed of 4,211 shares of Class B Common Stock in an exchange for an equivalent number of Class A shares and held 22,878 Class B shares afterward, including 13 shares in his 401(k) plan. Corresponding acquisitions of 4,211 Class A shares were reported as indirect holdings by his spouse, through an exchange transaction and a trust distribution. The transactions are coded as "other" (J) and reflect restructuring of holdings rather than open-market buying or selling.
Graham Holdings Co filed a quarterly Form 13F holdings report as an institutional investment manager. The report is signed by Chief Financial Officer Wallace R. Cooney and indicates that all reportable holdings are included in this filing.
The summary lists 6 entries in the Form 13F Information Table with an aggregate reported value of 1,083,092, and 0 other included managers, meaning Graham Holdings Co is the sole reporting manager for these positions.
Graham Holdings Co major shareholder Laura O'Shaughnessy reported several code J restructuring transactions involving the company’s dual-class shares. She disposed of 4,211 shares of Class B Common Stock in an exchange for an equivalent number of Class A shares, and separately acquired another 4,211 Class A shares from a trust distribution. Following these changes, she directly holds 22,865 Class B shares and has an additional 13 Class B shares held indirectly by her spouse, for which she has no voting or investment power and disclaims beneficial ownership.
Donald Graham, a director and more than 10% owner of Graham Holdings Co, reported an indirect disposition of 12,633 shares of Class A Common Stock on 2026-08-13 through trusts of which he is a trustee and beneficiary. Following this trust-related distribution, his indirect holdings in Class A shares total 375,592. Shares of Class A Common Stock are convertible into Class B Common Stock on a one-for-one basis with no expiration date.
Graham Holdings Co has a significant shareholder group led by Madison Avenue International LP, together with related entities and Eli Samaha. As of June 30, 2026, this group beneficially owned 246,368 shares of Class B Common Stock.
Based on 3,270,927 Class B shares outstanding as of July 24, 2026, the reporting group may be deemed to own about 7.5% of the class. Voting and dispositive authority over these shares is reported on a shared basis among the related investment entities and Eli Samaha.
Graham Holdings Company, through its subsidiary Kaplan, Inc., reported that Kaplan International UK Holdings Limited has entered into a Share Purchase Agreement to sell Dublin Business School to China Chunlai Education Group Co., Ltd.. The agreement covers all outstanding shares of Accountancy & Business College (Ireland) Limited, which operates Dublin Business School, plus certain intellectual property, for $127.5 million, subject to possible deductions.
Completion of the transaction is subject to the satisfaction of agreed completion conditions. A related press release notes that China Chunlai values the acquisition at US$127,500,000 and describes Dublin Business School as Ireland’s leading independent third-level institution serving approximately 9,000 students annually.
Graham Holdings Company reported second-quarter 2026 revenue of $1,302.5 million, up 7% from 2025, with growth in television broadcasting, healthcare, manufacturing, automotive and other businesses, partly offset by lower education revenue. Operating income rose to $83.6 million, and adjusted operating cash flow (non-GAAP) increased to $119.8 million.
Net income attributable to common shares was $281.1 million ($64.86 diluted EPS) versus $36.7 million ($8.35) a year earlier, driven by a $137.0 million non-cash pension settlement gain and $101.9 million gains on marketable equity securities, alongside a $19.0 million impairment and $5.2 million loss on the sale of Kaplan Languages Group. Adjusted net income excluding specified items was $84.2 million ($19.46 per share) versus $63.1 million ($14.33).
For the first six months of 2026, revenue reached $2,538.5 million and net income attributable to common shares was $310.2 million ($71.04 per share); adjusted net income was $158.1 million ($36.19). Borrowings totaled $900.4 million at a 5.7% average rate, the company held $1,297.4 million of cash, marketable equity securities and other investments, and it repurchased 110,471 Class B shares for $122.0 million, leaving 4,251,268 shares outstanding.
Graham Holdings Company reported sharply higher profitability for the quarter ended June 30, 2026. Operating revenues were $1.30 billion, up from $1.22 billion, and income from operations rose to $83.6 million from $72.8 million. Net income attributable to common stockholders jumped to $281.1 million, with diluted EPS of $64.86 versus $8.35 a year earlier.
Non‑operating items were pivotal: non‑operating pension and postretirement income was $169.6 million, including a $137.0 million pension settlement gain, and gains on marketable equity securities were $101.9 million. Offsetting factors included $19.0 million of Kaplan Languages Group (KLG)‑related impairments, a $5.2 million loss on that sale and a $19.2 million Pillar Two top‑up tax accrual. For the first six months, operating cash flow was $120.4 million; the company returned cash through share repurchases and dividends and ended June with $156.8 million in cash and $900.4 million of total debt on $8.14 billion of assets.
Graham Holdings Co director G. Richard Wagoner Jr. received additional stock compensation through a board fee program. A revocable trust associated with him acquired 21 shares of Class B Common Stock on July 1 at $1,161.11 per share, in lieu of cash director fees. Following this grant, the trust holds 1,554 shares indirectly.