Graham Holdings Co SEC Filings

Graham Holdings Company has issued its 2026 proxy for the Annual Meeting on May 5, 2026, in Washington, D.C. Shareholders will elect ten Directors—seven by Class A and three by Class B—and Class A holders will cast an advisory vote on 2025 executive pay.

The company is a controlled, dual‑class structure, with descendants of Katharine Graham holding a majority of Class A shares and the right to elect 70% of the Board. Even so, a majority of Directors are deemed independent and key committees—Audit, Compensation and Finance—are fully independent.

Executive pay emphasizes cash: base salary, annual bonuses and multi‑year cash performance units, with selective restricted stock. For 2025, named officers’ bonuses (other than at Kaplan) were tied to a diluted EPS target of $42.42; adjusted EPS of $44.84 produced about 114% of target payouts. Kaplan’s Chairman had separate operating income and revenue goals and a milestone plan that paid out fully after exceeding a $141 million adjusted operating income hurdle.

Graham Holdings director Tony Allen reported a small open-market sale of Class B Common Stock. On this Form 4, he sold 7 shares at a price of $942.89 per share and held 8 shares directly after the transaction. The filing notes it was submitted late due to an administrative error.

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 is a diversified holding company with operations in education, television broadcasting, healthcare, manufacturing, automotive dealerships and various media and consumer businesses. Through Kaplan, it served about 1.16 million students and professionals in 2025 across 40 countries, with international operations contributing roughly 22% of consolidated revenue and 18% of assets as of December 31, 2025.

The company also owns seven TV stations, healthcare platforms serving over 140,000 patients, four manufacturing businesses, eight auto dealerships, 14 restaurants, and several digital media, marketing, and ecommerce brands. The filing highlights extensive regulatory exposure, particularly in Kaplan’s Title IV-related activities and broadcast and healthcare regulation.

Graham Holdings Co. filed a Form 13F reporting its institutional holdings as an investment manager. The report lists 6 information-table entries with a total reported market value of $1,081,938. The filing is signed by Wallace R. Cooney, Chief Financial Officer, dated 02-13-2026.

Graham Holdings Company executive vice president Jacob Maas reported equity compensation activity in the company’s Class B Common Stock. On January 16, 2026, he acquired 1,000 shares at $0 per share upon vesting of a restricted stock unit award tied to stock price performance, then had 377 shares withheld at a price of $1,150.5 per share to cover associated taxes. After these transactions, Maas directly owned 6,657 Class B shares.

The filing explains that this award was granted on January 19, 2022 with price-based vesting. Each 1,000-share tranche vests when the Class B stock closes at or above specified price levels for 90 consecutive days on or before December 31, 2027. Earlier tranches vested when price goals up to the fourth threshold were met, and a fifth 1,000-share tranche may vest if the closing price exceeds $1,100 for 90 consecutive days, with potential additional 1,000-share increments for each further $100 price increase maintained for 90 days in that period.

Dimensional Fund Advisors LP reports beneficial ownership of 237,617 shares of Graham Holdings Co common stock, representing 7.0% of the class as of December 31, 2025. Dimensional has sole voting power over 233,172 shares and sole dispositive power over 237,617 shares.

The shares are actually owned by various investment funds and accounts that Dimensional advises or manages. Dimensional may be deemed a beneficial owner because it can exercise voting and investment power, but it formally disclaims beneficial ownership outside of Section 13(d) reporting. The position is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Graham Holdings.

Graham Holdings CoG. Richard Wagoner, Jr.22 shares of Class B common stock$1,091.18 per share1,510 Class B sharesDirector Share Purchase Program