Every 8-K that Graham Holdings (GHC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GHC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GHC filings page.
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 the results of its Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected ten directors to the board, with the Class A common stockholders casting 928,001 votes "for" each listed nominee.
Class B common stockholders supported nominees including Tony Allen, Danielle Conley, and Christopher C. Davis, with varying levels of votes "for" and "against." Class A stockholders also approved, on an advisory basis, the 2025 compensation of the company’s named executive officers, with 928,001 votes in favor and no votes against or abstaining.
Graham Holdings Company reported that its Kaplan subsidiary has closed the sale of the Kaplan Languages Group. On a preliminary basis, the company expects to record a current U.S. income tax benefit of approximately $60 million in 2026 related to the KLG business.
Graham Holdings Company reported solid first-quarter 2026 results with broad-based growth. Revenue for the quarter ended March 31, 2026 was $1,235.992 million, up 6% from $1,165.915 million a year earlier, led by education, television broadcasting, healthcare and manufacturing, partly offset by declines in automotive and other businesses.
Operating income rose to $57.833 million from $47.473 million, while net income attributable to common stockholders increased to $29.106 million or $6.62 diluted EPS, from $23.894 million or $5.45. Excluding items such as a $19.029 million impairment related to Kaplan Languages Group, marketable equity securities losses and other adjustments, adjusted net income attributable to common shares was $73.867 million or $16.79 per diluted share, compared with $51.016 million or $11.64 a year earlier.
The company agreed to sell Kaplan Languages Group and classified its assets and liabilities as held for sale, and its healthcare arm acquired Covenant Home Health in Pennsylvania. Graham Holdings ended the quarter with $822.0 million in borrowings at a 5.8% average interest rate and $1,171.8 million in cash, marketable equity securities and other investments. It also repurchased 32,190 Class B shares for $34.1 million, leaving 4,329,530 shares outstanding.
Graham Holdings Company reported 2025 and fourth-quarter results showing modest revenue growth but significantly lower earnings versus 2024. Full-year revenue rose to $4.91 billion from $4.79 billion, and operating income increased to $234.9 million from $215.5 million.
However, net income attributable to common shares fell to $292.3 million (diluted EPS $66.47) from $724.6 million (EPS $163.40), largely because 2024 included a large non‑cash pension settlement gain. On a non‑GAAP basis excluding specified items, net income declined to $226.5 million (EPS $51.50) from $282.2 million (EPS $63.63).
Fourth‑quarter 2025 revenue was $1.25 billion, roughly flat year over year, but reported net income attributable to common shares dropped to $108.7 million (EPS $24.69) from $548.8 million (EPS $125.55) due to much lower non‑operating pension income. Segment trends were mixed: healthcare and education delivered higher operating income, while television broadcasting, automotive and manufacturing weakened.
The company issued $500 million of 5.625% notes due 2033 and arranged a new $400 million revolving credit facility, using proceeds and borrowings to redeem $400 million of notes due 2026, refinance existing revolver loans, and repay a $150 million term loan. Year‑end 2025 borrowings were $880.8 million at a 5.7% average rate, against $1.40 billion of cash, marketable equity securities and other investments.
Graham Holdings Company entered into a new U.S. $400 million five-year revolving credit facility, replacing its prior revolver and doubling the letter of credit sublimit from $20 million to $40 million. Borrowings are unsecured and priced off either a base rate or benchmark rate plus a margin tied to the company’s total net leverage ratio, with a quarterly commitment fee of 0.15%–0.30% on unused amounts. The agreement requires a maximum total net leverage ratio of 3.5x and a minimum interest coverage ratio of 3.0x.
The company also issued $500 million of senior unsecured notes due 2033, bearing interest at 5.625% with semi-annual payments starting June 1, 2026, and guaranteed by certain domestic subsidiaries. Graham Holdings plans to use the note proceeds, together with borrowings under the new revolver, to redeem its 5.750% notes due 2026, refinance the existing revolving facility, repay its existing $150 million term loan, and pay related fees and expenses.
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 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.