Graham Holdings Co director Anne M. Mulcahy, through a revocable trust, acquired 23 shares of Class B Common Stock at $1,061.70 per share. These shares were received as part of her fees for board service under a Director Share Purchase Program instead of cash, bringing the trust’s holdings to 737 shares.
Graham Holdings Co director Jack A. Markell reported a routine stock award under the company’s Director Share Purchase Program. On April 1, 2026, a revocable trust associated with him acquired 8 shares of Class B Common Stock at an indicated value of $1,061.70 per share, in lieu of cash director fees, bringing the trust’s holdings to 41 shares. This was a compensation-related acquisition rather than an open-market purchase.
Graham Holdings Co director Christopher C. Davis acquired 25 shares of Class B Common Stock through a stock-based fee program. The shares were valued at $1,061.70 per share and were received as compensation in stock instead of cash director fees. After this transaction, Davis directly holds 5,591 Class B shares.
Graham Holdings Co director Danielle Y. Conley acquired 21 shares of Class B Common Stock through a compensation election. The shares, valued at $1,061.70 per share, were received in lieu of a portion of her director fees and credited to a revocable trust. Following this award, the trust holds 442 Class B shares indirectly on her behalf. This is a routine, non-market grant under the company’s Director Share Purchase Program rather than an open-market stock purchase.
The Vanguard Group amended its Schedule 13G/A reporting for Graham Holdings Co common stock, stating it beneficially owns 0 shares, representing 0% of the class. The filing explains an internal realignment on January 12, 2026 that led certain Vanguard subsidiaries to report ownership separately under SEC Release No. 34-39538. The amendment bears a signature by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
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.