[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_99":100},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","bwg54ope8uk1h4x7iwy8w05gz","revision",2,"title","Graham Holdings披露2026年第三季度及前九个月业绩：收入分别为13.260亿美元和38.645亿美元","originalTitle","Graham Holdings Co (0000104889) (Filer)","summary","Graham Holdings披露，截至2026年9月30日的第三季度收入为13.260亿美元，营业收入为8,552.1万美元，归属于普通股股东的净利润为7,511万美元，摊薄每股收益17.60美元。","reason","材料涵盖Graham Holdings第三季度及前九个月的经营业绩、现金流和回购等披露，并显示养老金结算及证券损益等非经营项目影响净利润比较。","source",{"_12":90,"_91":92,"_9":93,"_94":42,"_95":96,"_97":98},"links",{"_87":88,"_77":89},"publishedAt","2026-10-29T12:17:24.000Z","discoveredAt","2026-10-29T12:26:53.546Z","timelineAt","category","ai-products","tags",[83,84,85,86],"stockSymbols",[82],"score",66,"selected",true,"channel","news","story",{"_72":73,"_16":74},"x","readingMode","full","author","language","body",{"_64":76,"_77":-5,"_78":79,"_80":81},"outline",[],"relatedStories",[75],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":15,"_69":70,"_71":70},"hasTranslation","bodyLanguage","zh","factId","fFEjlOOgKFRY",{"_72":73,"_16":74},"reportCount","additionalSourceCount",0,"developmentCount","publicId","868f614c-64c7-42d9-af2e-48d67d0c0e62","Graham Holdings披露2026年第三季度及前九个月业绩",{"_72":73,"_16":74},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表


☒	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度期间

或


☐	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

委员会档案编号 001-06714

GRAHAM HOLDINGS COMPANY


（注册人章程中规定的准确名称）

特拉华州

53-0182885

（注册成立所在州或其他司法管辖区）

（美国国税局雇主识别号）

弗吉尼亚州阿灵顿市北摩尔街 1812 号

22209

（主要行政办公地址）

（邮政编码）

(703) 345-6300

（注册人电话号码，含区号）

根据该法第 12(b) 条注册的证券：

各类别名称

交易代码

注册所在交易所名称

B 类普通股，每股面值 $1.00

GHC

纽约证券交易所

请勾选以表明注册人是否 (1) 已在过去 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条规定须提交的所有报告，以及 (2) 在过去 90 天内一直受此类申报要求约束。是☒。否☐。

请勾选以表明注册人在过去 12 个月内（或注册人须提交此类文件的较短期间内）是否已以电子方式提交根据 S-T 条例第 405 条（本章 §232.405）须提交的所有交互式数据文件。是☒。否☐。

请勾选以表明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、小型申报公司还是新兴成长型公司。参见《交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“小型申报公司”和“新兴成长型公司”的定义。

大型加速申报公司

☒

加速申报公司

☐

非加速申报公司

☐

小型申报公司

☐

新兴成长型公司

☐

如果属于新兴成长型公司，请勾选表明注册人是否选择不采用《交易法》第 13(a) 条规定的、遵守任何新颁布或修订财务会计准则的延长过渡期。☐

请勾选以表明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 ☐。否☒。

截至 2026 年 10 月 23 日的流通股数：

A 类普通股 – 964,001 股

B 类普通股 – 3,204,785 股

GRAHAM HOLDINGS COMPANY

10-Q 表索引


第一部分：财务信息

第 1项。	财务报表

	简明合并经营报表	1

	简明合并综合收益表	2

	简明合并资产负债表	3

	简明合并现金流量表	4

	简明合并普通股股东权益变动表	5

	简明合并财务报表附注	7

	组织架构、列报基础及近期会计公告	7
	业务收购与处置	8
	投资	11
	应收账款、应付账款、车辆库存融资应付款及应计负债	12
	存货及在建合同	13
	商誉及其他无形资产	13
	债务	15
	公允价值计量	17
	所得税	19
	客户合同收入	19
	每股收益	20
	养老金计划	22
	其他非经营性（费用）收入	23
	累计其他综合收益（亏损）	24
	或有事项	25
	业务分部	25

第 2项。	管理层对经营业绩和财务状况的讨论与分析	35

第 3项。	关于市场风险的定量和定性披露	48

第 4项。	控制与程序	48

第二部分：其他信息



第 2 项。	未注册发行的股权证券及所得款项用途	49

第 5 项。	其他信息	49

第 6项。	附件	50

签名	51

第一部分：财务信息

第 1项。财务报表。

GRAHAM HOLDINGS COMPANY

简明合并经营报表（未经审计）


	截至9月30日的三个月		截至9月30日的九个月

（千美元，每股金额除外）	2026		2025		2026		2025
经营收入
服务销售额	$	659,733			$	700,356		$	1,998,097	$	2,016,490
商品销售额	666,304			578,503			1,866,438		1,644,056
	1,326,037			1,278,859			3,864,535		3,660,546
经营成本和费用
服务销售成本（不包括下列项目）	385,736			425,051			1,165,725		1,200,503
商品销售成本（不包括下列项目）	548,050			479,344			1,535,736		1,362,688
销售、一般及行政费用	282,836			276,103			844,455		823,499
物业、厂房及设备折旧	18,119			19,298			54,794		59,504
无形资产摊销	5,775			9,692			17,808		24,757
商誉、其他长期资产及持有待售资产组减值	—			2,235			19,029		2,235
	1,240,516			1,211,723			3,637,547		3,473,186
经营收入	85,521			67,136			226,988		187,360
联营公司（亏损）收益中的权益，净额	(3,590)			15,780			11,397		10,466
利息收入	1,594			1,464			5,950		6,225
利息费用	(15,769)			(17,164)			(49,171)		(117,547)
非经营性养老金及退休后福利收入，净额	47,601			31,047			248,323		94,266
有价股权证券的（亏损）收益，净额	(15,027)			84,768			17,929		117,026
其他（费用）收入，净额	(1,187)			7			(4,146)		(20,514)
所得税前收入	99,143			183,038			457,270		277,282
所得税拨备	21,900			56,800			66,900		84,900
净收入	77,243			126,238			390,370		192,382
归属于非控股权益的净收入	(2,133)			(3,313)			(5,051)		(8,814)
归属于Graham Holdings Company普通股股东的净收入	$	75,110			$	122,925		$	385,319	$	183,568

归属于Graham Holdings Company普通股股东的每股信息
普通股每股基本净收入	$	17.79			$	28.19		$	89.84	$	42.15
基本加权平均流通普通股数	4,198			4,334			4,264		4,329
普通股每股摊薄净收入	$	17.60			$	27.91		$	88.92	$	41.75
摊薄加权平均流通普通股数	4,243			4,378			4,309		4,370

请参阅简明合并财务报表附注。

GRAHAM HOLDINGS COMPANY

简明合并综合收益表（未经审计）


	截至9月30日的三个月		截至9月30日的九个月
（千元）	2026		2025		2026		2025
净收入	$	77,243			$	126,238		$	390,370	$	192,382
税前其他综合收益（亏损）
外币折算调整：
本期产生的折算调整	3,309			(8,227)			(2,814)		38,323
出售拥有海外业务的企业的调整	—			—			6,175		646
	3,309			(8,227)			3,361		38,969
养老金及其他退休后福利计划：
精算收益（损失）	45,115			—			(44,813)		—
计入净收入的前期服务成本净额摊销	(496)			(520)			(1,489)		(1,560)
计入净收入的精算收益净额摊销	(258)			(378)			(774)		(1,137)
计入净收入的结算收益	(14,950)			—			(151,905)		—
	29,411			(898)			(198,981)		(2,697)
现金流套期收益（损失）	970			64			2,236		(979)
税前其他综合收益（亏损）	33,690			(9,061)			(193,384)		35,293
与其他综合收益（亏损）项目相关的所得税（费用）收益	(7,902)			212			51,181		944
税后其他综合收益（亏损）	25,788			(8,849)			(142,203)		36,237
综合收益	103,031			117,389			248,167		228,619
归属于非控股权益的综合收益	(2,133)			(3,313)			(5,051)		(8,814)
归属于Graham Holdings Company的综合收益总额	$	100,898			$	114,076		$	243,116	$	219,805

请参阅简明合并财务报表附注。

GRAHAM HOLDINGS COMPANY

简明合并资产负债表


	截至
（千元）	2026年9月30日		2025年12月31日
	（未经审计）
资产
流动资产
现金及现金等价物	$	154,326			$	266,988
受限现金	17,756			44,417
有价权益证券及其他投资	1,074,071			1,088,970
应收账款净额	537,651			576,754

存货及在制合同	354,457			303,370
预付费用	115,171			124,875
应收所得税	33,375			15,447
其他流动资产	12,672			10,274
持有待售流动资产（包括现金$24,786及受限现金$19,178）	57,844			—
流动资产总额	2,357,323			2,431,095
不动产、厂房及设备净额	596,153			587,434
租赁使用权资产	382,275			404,818
对关联方的投资	202,339			229,565
商誉净额	1,551,393			1,585,666
无限期使用寿命无形资产	170,339			170,805
摊销型无形资产净额	43,635			61,631
预付养老金成本	2,789,352			2,772,394
递延所得税	9,125			9,690
递延费用及其他资产	125,741			142,615
持有待售非流动资产	62,324			—
资产总额	$	8,289,999			$	8,395,713

负债及权益
流动负债
应付账款、车辆库存融资应付款及应计负债	$	691,474			$	721,626
递延收入	352,558			411,651
应付所得税	25,949			8,995

强制赎回的非控股权益	6,033			6,874
租赁负债的流动部分	59,023			64,290
长期债务的流动部分	148,075			175,138
已宣告股息	7,869			—

持有待售的流动负债	49,061			—
流动负债总额	1,340,042			1,388,574

应计薪酬及相关福利	140,209			135,323
其他负债	29,129			28,639
递延所得税	867,497			890,984
强制赎回的非控股权益	1,240			1,527
租赁负债	365,829			377,897
长期债务	705,359			705,618
持有待售的非流动负债	3,037			—
负债总额	3,452,342			3,528,562
承诺和或有事项（附注15）

可赎回非控股权益	25,469			39,824
优先股	—			—
普通股股东权益
普通股	20,000			20,000
超过面值的资本	354,197			379,896
留存收益	8,645,846			8,292,681
累计其他综合收益（税后净额）
累计外币折算调整	(8,901)			(12,262)

养老金及其他退休后计划未实现收益	453,843			601,064
现金流量套期	(65)			(1,722)
库存持有的B类普通股成本	(4,686,844)			(4,485,632)
普通股股东权益总额	4,778,076			4,794,025
非控股权益	34,112			33,302
权益总额	4,812,188			4,827,327
负债和权益总额	$	8,289,999			$	8,395,713

请参阅简明合并财务报表附注。

GRAHAM HOLDINGS COMPANY

简明合并现金流量表（未经审计）


	截至9月30日的九个月
（单位：千）	2026		2025
经营活动产生的现金流量
净利润	$	390,370			$	192,382
将净利润调节为经营活动提供的现金净额的调整项：
折旧、摊销以及商誉和其他资产减值	91,631			86,496
租赁使用权资产摊销	43,707			44,229
养老金福利净额、结算收益以及提前退休和特别离职福利费用	(215,165)			(61,090)
有价股权证券及成本法投资收益（扣除减值）	(17,829)			(102,861)
处置业务、物业、厂房设备及投资的损失净额	3,011			1,019
信用损失费用	4,726			2,921
股票薪酬费用（扣除没收）	4,467			4,797
外汇损失	2,034			7,707
联营企业权益（收益）损失（扣除分配）	26,235			(2,562)
递延所得税准备	24,888			28,578
经营性资产和负债变动：
应收账款	4,661			13,083
存货	(44,177)			22,682
应付账款及应计负债	(8,289)			31,249
递延收入	(3,570)			14,382
应收/应付所得税	(2,545)			5,455
租赁负债	(38,557)			(41,722)
其他资产和其他负债净额	13,280			71,708
其他	1,954			443
经营活动提供的现金净额	280,832			318,896
投资活动产生的现金流量
购置物业、厂房及设备	(65,013)			(48,618)
出售有价股权证券所得款项	54,642			—
处置业务、物业、厂房设备及投资的净付款（所得款项）	(37,900)			7,747
购入有价股权证券	(25,020)			(29,823)
收回关联方贷款所得款项	20,000			—
对若干企业的投资（扣除取得的现金）	(18,362)			(19,486)
对权益法联营企业及成本法投资的投资	(204)			(10,512)


其他	2,136			2,330
投资活动使用的现金净额	(69,721)			(98,362)
筹资活动产生的现金流量
回购普通股	(198,598)			(3,468)
循环信贷额度项下净（偿还）借款	(31,258)			600
已支付股息	(24,285)			(23,508)
偿还借款	(21,535)			(22,089)
购买非控股权益	(17,526)			(1,761)
融资租赁本金付款	(13,406)			(13,049)
向非控股权益支付的分配	(5,269)			(191,609)

车辆库存融资应付款项净收益（偿还款）	4,863			(27,897)
发行借款	1,800			—

收购递延付款	(383)			(7,017)

其他	988			(1,019)
融资活动使用的现金净额	(304,609)			(290,817)
汇率变动的影响	(1,861)			9,533
现金及现金等价物和受限现金净减少额	(95,359)			(60,750)
期初现金及现金等价物和受限现金	311,405			297,853
期末现金及现金等价物和受限现金	$	216,046			$	237,103

请参阅随附的简明合并财务报表附注。

GRAHAM HOLDINGS COMPANY

简明合并股东权益变动表（未经审计）


（单位：千）	普通股	超过面值的资本	留存收益	累计其他综合收益	库存股	非控股权益	权益总额		可赎回非控股权益
截至2025年12月31日	$	20,000		$	379,896		$	8,292,681		$	587,080		$	(4,485,632)	$	33,302	$	4,827,327	$	39,824
本期净利润			30,751					30,751
归属于非控股权益的净利润			(699)				699		—
归属于可赎回非控股权益的净利润			(946)					(946)			946
可赎回非控股权益赎回价值变动		(8,225)					(4)		(8,229)			8,250

向非控股权益分配						(884)		(884)			(2,251)
普通股股息			(16,398)					(16,398)
回购B类普通股					(34,476)			(34,476)
发行B类普通股（扣除没收的限制性股票奖励）		(252)				224			(28)
与净额结算股份相关的预扣股份					(434)			(434)
未赚取股票薪酬及股票期权费用摊销		1,525						1,525
购买非控股权益		(26,001)					939	(25,062)
其他综合亏损（扣除所得税）				(6,342)				(6,342)
购买可赎回非控股权益							—			(16,849)
截至2026年3月31日	$	20,000		$	346,943		$	8,305,389		$	580,738		$	(4,520,318)	$	34,052	$	4,766,804	$	29,920
本期净利润			282,376					282,376
归属于非控股权益的净利润			(1,348)				1,348		—
归属于可赎回非控股权益的净亏损			75					75			(75)
可赎回非控股权益赎回价值变动		4,427					210		4,637			(4,427)

向非控股权益分配						(1,088)		(1,088)			(32)
普通股股息			(7,953)					(7,953)
回购B类普通股					(88,718)			(88,718)
发行B类普通股（扣除没收的限制性股票奖励）		(160)				3			(157)
未赚取股票薪酬及股票期权费用摊销		1,773						1,773
其他综合亏损（扣除所得税）				(161,649)				(161,649)
截至2026年6月30日	$	20,000		$	352,983		$	8,578,539		$	419,089		$	(4,609,033)	$	34,522	$	4,796,100	$	25,386
本期净利润			77,243					77,243
归属于非控股权益的净利润			(1,550)				1,550		—
归属于可赎回非控股权益的净利润			(583)					(583)			583
可赎回非控股权益赎回价值变动						15		15
非控股权益资本投入						279		279
向非控股权益分配						(389)		(389)			(500)
普通股股息			(7,803)					(7,803)
回购B类普通股					(77,371)			(77,371)
发行B类普通股（扣除没收的限制性股票奖励）		(179)				141			(38)
与净额结算股份相关的预扣股份					(581)			(581)
未赚取股票薪酬和股票期权费用的摊销		1,393						1,393
购买非控股权益						(1,865)		(1,865)
扣除所得税后的其他综合收益				25,788				25,788
截至2026年9月30日	$	20,000		$	354,197		$	8,645,846		$	444,877		$	(4,686,844)	$	34,112	$	4,812,188	$	25,469






































（以千计）	普通股	超过面值的资本	留存收益	累计其他综合收益	库存股	非控股权益	权益总额		可赎回非控股权益
截至2024年12月31日	$	20,000		$	356,919		$	8,031,750		$	334,797		$	(4,486,805)	$	30,154	$	4,286,815	$	43,821
本期净利润			25,721					25,721
归属于非控股权益的净利润			(1,129)				1,129		—
归属于可赎回非控股权益的净利润			(698)					(698)			698
可赎回非控股权益赎回价值的变动						634		634			8
非控股权益资本投入						180		180
向非控股权益分配						(747)		(747)			(941)
普通股股息			(15,662)					(15,662)
回购B类普通股					(3,468)			(3,468)
发行B类普通股（扣除受限股票奖励没收）		9,431				9,141			18,572
净额结算中扣留的股份					(402)			(402)
未赚取股票薪酬和股票期权费用的摊销		1,724						1,724
扣除所得税后的其他综合收益				13,096				13,096
截至2025年3月31日	$	20,000		$	368,074		$	8,039,982		$	347,893		$	(4,481,534)	$	31,350	$	4,325,765	$	43,586
本期净利润			40,423					40,423
归属于非控股权益的净利润			(2,030)				2,030		—
归属于可赎回非控股权益的净利润			(1,644)					(1,644)			1,644
可赎回非控股权益赎回价值的变动		(4,971)					642		(4,329)			4,977
向非控股权益分配						(1,371)		(1,371)			(338)
普通股股息			(7,846)					(7,846)

没收受限股票奖励（扣除B类普通股发行）		(6)				(124)			(130)
未赚取股票薪酬和股票期权费用的摊销		1,696						1,696
扣除所得税后的其他综合收益				31,990				31,990
截至2025年6月30日	$	20,000		$	364,793		$	8,068,885		$	379,883		$	(4,481,658)	$	32,651	$	4,384,554	$	49,869
本期净利润			126,238					126,238
归属于非控股权益的净利润			(1,652)				1,652		—
归属于可赎回非控股权益的净利润			(1,661)					(1,661)			1,661
可赎回非控股权益赎回价值的变动		(852)					264		(588)			859

向非控股权益分配						(872)		(872)			(371)
普通股股息			(7,852)					(7,852)

发行B类普通股		(32)				32			—
净额结算中扣留的股份					(2,235)			(2,235)
未赚取股票薪酬和股票期权费用的摊销		1,686						1,686
购买非控股权益						(1,761)		(1,761)
扣除所得税后的其他综合损失				(8,849)				(8,849)
截至2025年9月30日	$	20,000		$	365,595		$	8,183,958		$	371,034		$	(4,483,861)	$	31,934	$	4,488,660	$	52,018

请参阅随附的简明合并财务报表附注。

GRAHAM HOLDINGS COMPANY

简明合并财务报表附注

（未经审计）

1. 组织、列报基础及近期会计公告

Graham Holdings Company（以下简称“公司”）是一家多元化控股公司，业务包括教育服务、电视广播、医疗保健、制造、汽车经销及其他业务。

通过 Kaplan, Inc.（Kaplan），公司在美国（U.S.）境内外向学生、学校、学院、大学和企业提供种类繁多的教育服务。Kaplan 的教育服务包括：面向国际学生的学术预备课程；为大学预科、证书、本科和研究生课程提供运营支持服务；为高中生和研究生提供考试备考服务，以及职业资格认证和执照考试备考服务；为企业提供职业和学业咨询服务；以及一所为学生备考 A-level 考试的英国（U.K.）高中预科学院。

公司的电视广播业务部门拥有并运营七家电视广播电台，并提供社交媒体管理工具，旨在帮助新闻编辑室与用户建立联系。

公司的医疗保健部门提供居家专科药房输液治疗；居家医疗、临终关怀和姑息治疗服务；为过敏、哮喘和免疫学患者提供的医生服务；居家美容服务；应用行为分析疗法；以及医疗保健软件即服务技术。

公司的制造业公司包括一家压力处理木材和铝覆层产品供应商、一家电气解决方案制造商、一家起重解决方案制造商，以及一家为电力公用事业和工业系统供应零部件的公司。

公司的汽车业务包括八家经销商和代客维修服务。

公司的其他业务包括餐厅；一家定制装裱公司；一家营销解决方案提供商；一家客户数据与分析软件公司；Slate 和 Foreign Policy 杂志；一家每日发布本地新闻播客和新闻通讯的公司；一家提供软件即服务平台的公司，该平台使播客制作人和媒体公司能够通过付费订阅、会员服务和有声读物实现音频内容变现；一家线上艺术画廊和线下艺术博览会业务；以及一个在线商务平台，提供印有原创艺术作品和设计的各类消费品。

2026年2月1日，Kaplan 签订股份购买协议，出售其 Kaplan Languages Group（KLG）业务，该业务由八个国家的20多所语言学校组成。该交易于2026年5月1日完成。

2026年第三季度，Kaplan 签订股份购买协议，出售 Dublin Business School（DBS）。该交易于2026年10月27日完成。

列报基础 – 随附的简明合并财务报表按照以下规定编制：(i) 美国公认会计原则（GAAP）关于中期财务信息的规定；(ii) 10-Q 表格的说明；以及 (iii) 经修订的《1934 年证券交易法》项下 Regulation S-X 第 10-01 条关于向美国证券交易委员会（SEC）提交的财务报表的指引。报表包括本公司的资产、负债、经营业绩和现金流量，其中包括本公司持股超过 50% 或以其他方式控制的境内外子公司。根据上述规则，通常按 GAAP 要求披露的某些附注及其他财务信息已予以简化或省略。管理层认为，随附的简明合并财务报表反映了必要的所有正常且经常性调整，能够公允列报本公司截至所列期间及所列期间内的财务状况、经营业绩和现金流量。本公司截至 2026 年和 2025 年 9 月 30 日止三个月和九个月的经营业绩未必能代表本公司未来的业绩。这些简明合并财务报表未经审计，应与本公司截至 2025 年 12 月 31 日止财政年度的 10-K 年度报告中所载经审计合并财务报表及其附注一并阅读。

年末简明合并资产负债表数据源自经审计的财务报表，但未包含 GAAP 要求的所有披露。

编制简明合并财务报表时使用的估计 – 按照 GAAP 编制简明合并财务报表要求管理层作出估计和判断，这些估计和判断会影响本文所列金额。管理层根据历史经验以及其认为在以下情况下合理的各种其他因素作出估计和假设：

由于估计本身存在不确定性，未来期间报告的实际结果可能受到估计变动的影响。

持有待售资产 – 当满足以下条件时，资产或业务被归类为持有待售：(i) 管理层承诺出售该资产或业务的计划；(ii) 该资产或业务在其现状下可立即出售；(iii) 该资产或业务正以合理价格积极推向市场出售；(iv) 预计将在一年内完成出售；且 (v) 计划不太可能发生重大变更或被撤回。相关资产和负债汇总后，在本公司的简明合并财务报表中单独列报（参见附注 2）。

近期采纳和发布的会计准则 – 2024年11月，财务会计准则委员会（FASB）发布了新的指导意见，要求披露某些重要费用类别，包括存货采购、员工薪酬、折旧、摊销和销售费用。该指导意见适用于2026年12月15日之后开始的财年，以及2027年12月15日之后开始的财年内的中期期间。允许提前采用。本公司正在评估该新指导意见对其简明合并财务报表披露的影响。

2025年9月，FASB发布了新的指导意见，更新了内部使用软件的会计处理，删除了对软件开发项目阶段的引用，并新增了用于确定实体何时必须开始资本化内部使用软件成本的标准。该指导意见适用于2027年12月15日之后开始的财年及中期期间。允许提前采用。本公司正在评估该新指导意见对其简明合并财务报表的影响。

2. 企业收购与处置

收购。 2026年前九个月，本公司收购了两家小型企业，一家在3月，另一家在7月，二者均归入其他医疗保健业务。被收购公司的资产和负债按收购日的估计公允价值入账。

2025年，本公司收购了五家企业：一家教育企业、两家其他医疗保健企业、一家制造业企业和一家汽车企业，支付现金7,120万美元，并承担了楼层融资应付款及1.075亿美元的净养老金义务。被收购公司的资产和负债按收购日的估计公允价值入账。

2025年6月，Kaplan收购了一家小型企业，该企业归入其补充教育部门。

2025年7月，Hoover收购了Arconic Corporation全资子公司Arconic Architectural Products, LLC的100%股权。该公司生产铝覆层产品，在佐治亚州伊斯特曼的工厂运营，属于更广泛的非住宅材料领域。部分收购价款通过本公司承担某些养老金义务提供资金。此次收购扩展了Hoover的产品种类，并归入制造业。

2025年10月，Graham Healthcare Group（GHG）收购了两家小型企业，二者均归入其他医疗保健业务。

2025年10月，本公司的汽车子公司收购了一家本田汽车经销店，包括经销店运营所用的不动产。除支付现金并承担490万美元的楼层融资应付款外，该汽车子公司还根据延迟提款定期贷款借入3,870万美元为此次收购提供资金（见附注7）。该经销店由一家与Christopher J. Ourisman关联的实体运营和管理；Christopher J. Ourisman是Ourisman Automotive Group经销商家族的一员。此次收购扩大了本公司的汽车业务运营，并归入汽车业务。

2025年前九个月完成的收购所产生的收购相关成本为200万美元，并在发生时计入费用。根据收购日公允价值，2025年收购的总购买价格分配至以下资产和负债：


	购买价格分配
	截至年度
（千美元）	2025年12月31日
应收账款	$	11,641
存货	32,731
财产、厂房及设备	35,920
租赁使用权资产	3,642
商誉	51,943
无限期存续无形资产	15,500
摊销型无形资产	41,300
递延所得税	13,947
其他资产	221
养老金负债	(107,517)
库存融资应付款	(4,939)
其他负债	(18,371)
流动及非流动租赁负债	(4,783)


扣除取得现金后的总购买价格	$	71,235

商誉按转让对价超过确认净资产的部分计算，代表因收购其他资产而产生的预期未来经济利益，这些资产无法单独识别并单独确认。因这些收购而记录的商誉归因于被收购公司的员工队伍及预期协同效应。公司预计，2025年完成的收购所产生的商誉中有1,240万美元可用于所得税扣除。

被收购公司自各自收购日起纳入公司的财务报表。以下未经审计的备考财务信息将2025年收购视为于2024年年初完成：


	截至9月30日的三个月		截至9月30日的九个月
（千美元）	2025		2025
营业收入	$	1,305,382			$	3,782,022
净利润	129,979			199,322

这些备考结果基于公司认为合理的估计和假设，其中包括被收购公司的历史经营业绩，以及对已识别资产折旧和摊销的调整，并反映公司及被收购实体发生的收购前交易相关费用的影响。备考信息未计入预期因收购而产生的效率提升、成本削减和协同效应。这些结果并非假设相关实体在所列期间已属于公司时本会实现的结果，也不一定代表公司未来期间的合并经营业绩。

业务处置。2026年第三季度，Kaplan签订股份购买协议，出售DBS业务，该业务属于Kaplan International。因此，公司在截至2026年9月30日的简明合并资产负债表中将DBS的资产和负债分类为持有待售。该交易于2026年10月27日完成。

截至2026年9月30日，分类为持有待售的DBS处置组主要资产和负债的账面金额如下：


	截至
（千美元）	2026年9月30日
现金及现金等价物	$	24,786
受限现金	19,178
应收账款净额	6,843
预付费用	6,384
其他流动资产	653
持有待售流动资产	$	57,844
不动产、厂房及设备净额	$	3,403
租赁使用权资产	5,536
商誉净额	51,786
递延费用及其他资产	1,599
持有待售非流动资产	$	62,324

应付账款及应计负债	$	22,868
递延收入	25,128
应付所得税	(1,067)
租赁负债流动部分	2,132
持有待售流动负债	$	49,061
其他负债	$	442
递延所得税	(843)
租赁负债	3,438
持有待售非流动负债	$	3,037

2026年5月，Kaplan完成了KLG业务的出售，该业务隶属于Kaplan International。由于此次出售，公司在2026年第二季度确认了520万美元的非经营性亏损（见附注13）。KLG包括Kaplan International Languages、Alpadia Language Schools、Azurlingua和English as a Second Language (ESL) Education。截至2026年3月31日，公司简明合并资产负债表此前已将KLG的资产和负债归类为持有待售。

2026年第一季度，在将KLG处置组归类为持有待售时，公司确认了总计1,900万美元的减值费用，其中包括100万美元的商誉减值费用，以及与持有待售资产组相关的1,800万美元减值费用。

2025年9月初，公司停止了Ourisman Jeep of Bethesda经销店的运营。

2025年4月，Kaplan完成了BridgeU Limited这一小型企业的出售，该企业隶属于Kaplan International。

2025年上半年，World of Good Brands (WGB)完成了构成WGB运营业务的多个网站及相关业务的出售，这些业务隶属于其他业务。到2025年第三季度末，WGB所有剩余业务均已基本关闭。

其他交易。 2026年10月，公司收购了Skin Clique由少数股东持有的 49% 股份，支付 1,840万美元；公司目前持有Skin Clique 100% 的股份。

2026年7月，CSI Pharmacy Holding Company, LLC (CSI)行使其认购期权，购买了CSI部分由少数股东持有的权益，支付 190万美元。CSI支付了20万美元现金，并就剩余的170万美元签署了年利率为5.5%的本票。这些票据计入其他债务（见附注7），按年分期偿付，最后一期付款到期日为2030年7月31日。

2026年3月，公司收购了CSI部分由少数股东持有的股份，总金额为 4,100万美元。公司支付了1,640万美元现金，并就剩余的2,460万美元与少数股东签署了年利率为8%的本票。这些票据计入其他债务（见附注7），按季度分期偿付，最后一期付款到期日为2028年4月1日。赎回后，公司持有CSI 93.4%的股份。

2026年1月，根据一项卖出权的行使，公司以$1.0 million购买了Clarus的部分少数股权。赎回后，公司持有Clarus 97.5%的股权。

2025年10月，根据一项卖出权的行使，公司以$0.4 million购买了Clarus的部分少数股权。赎回后，公司持有Clarus 95.75%的股权。

2025年7月，CSI行使其看涨期权，以$1.8 million购买了CSI的部分少数股权。

2025年2月25日，公司与一组少数股东签订协议，以总计$205 million结算与GHC One LLC（GHC One）（包括CSI）相关的强制赎回非控股权益的很大一部分，其中约$186.25 million为现金，$18.75 million为Graham Holdings Company B类普通股。

该结算协议使强制赎回非控股权益义务增加了$66.2 million，公司将其计入2025年第一季度的利息支出。截至2026年9月30日，与GHC One和GHC Two LLC（GHC Two）相关的剩余强制赎回非控股权益义务为$7.3 million，其中$6.0 million计入流动负债，因为预计GHC One将在一年内解散。

2024年12月，公司收购了CSI的部分少数股东股份，估计总价为$2.0 million。公司支付了$0.6 million现金，并与少数股东签订本票，支付剩余的$1.4 million，年利率为5.5%。该票据计入其他债务（见附注7），于2026年1月31日到期应付。赎回后，公司持有CSI 87.5%的股权。根据购买协议条款，购买价格于2025年12月最终确定，因此还应向少数股东支付$0.1 million及按年利率5.5%计算的利息。该票据随后于2026年第一季度偿付。

截至2026年9月30日，公司持有GHC One和GHC Two的控股财务权益，因此将其资产、负债、经营成果和现金流纳入合并财务报表。GHC One于2019年收购Clarus。GHC Two于2021年收购Impact Medical，并于2022年收购Skin Clique和Surpass。公司将GHC One和GHC Two现任及前任高级管理人员组成的群体所持少数股权作为强制赎回非控股权益进行会计处理（见附注8）。

3. 投资

货币市场投资。截至2026年9月30日和2025年12月31日，公司分别持有$7.9 million和$5.3 million的货币市场投资，在公司简明合并资产负债表中归类为现金及现金等价物。

可交易股权证券投资。可交易股权证券投资包括以下内容：


	截至
	2026年 9月30日		2025年12月31日，
（单位：千）
总成本	$	255,193			$	256,897
未实现收益总额	817,174			845,889
未实现损失总额	(2,626)			(20,848)
公允价值总额	$	1,069,741			$	1,081,938

截至2026年9月30日和2025年12月31日，公司分别持有 Markel Group Inc.（Markel）的63,793股和55,430股，估值分别为1.092亿美元和1.192亿美元。Markel 首席执行官 Thomas S. Gayner 先生是公司董事会成员。截至2026年9月30日，公司持有 Berkshire Hathaway 的422股A类股和481,920股B类股，估值为5.552亿美元，超过公司总资产的5%。

2026年和2025年前九个月，公司分别购买了2,500万美元和2,980万美元的有价股权证券。

2026年前九个月，出售有价股权证券产生的累计已实现净收益总额为2,800万美元。此类出售的总收益为5,460万美元。公司在2026年和2025年前九个月捐赠了有价股权证券，并分别确认了50万美元和40万美元的累计已实现收益。2025年前九个月未出售有价股权证券。

有价股权证券的净收益（亏损）包括以下内容：


	截至9月30日的三个月		截至9月30日的九个月
（单位：千）	2026		2025		2026		2025
有价股权证券净（亏损）收益	$	(15,027)			$	84,768		$	17,929	$	117,026
减：出售和捐赠有价股权证券在收益中确认的净亏损（收益）	13,589			(25)			11,178		(25)
期末仍持有的有价股权证券在收益中确认的未实现净（亏损）收益	$	(1,438)			$	84,743		$	29,107	$	117,001

关联企业投资。截至2026年9月30日，公司的医疗保健子公司持有关联企业的投资，这些企业由 GHG 积极管理；GHG 持有以下每家关联企业40%的权益：Residential Home Health Illinois、Residential Hospice Illinois、Mary Free Bed at Home 和 Allegheny Health Network Healthcare at Home。截至2026年9月30日的三个月和九个月，公司分别确认了向 GHG 关联企业提供服务的440万美元和1,280万美元收入。截至2025年9月30日的三个月和九个月，公司分别确认了向 GHG 关联企业提供服务的420万美元和1,210万美元收入。

截至2026年9月30日，公司按完全稀释基础分别持有 N2K Networks、Realm 和 Intersection 50.6%、41.5%和25.6%的权益，并采用权益法核算这些投资。公司在 N2K Networks 的五席治理董事会中占有两席，其他股东则通过在董事会中的代表保留实质性参与权，以控制 N2K Networks 的财务和经营决策。2024年5月，公司签订可转换本票协议，向 N2K Networks 提供200万美元贷款。该可转换本票年利率为12%，根据转换条款，所有未付利息和本金应于2027年5月28日或之后偿还。

2026年第三季度，公司对其一项联营企业投资计提了500,000美元减值费用。2026年第二季度，鉴于被投资方当前及预期增长放缓，公司对其在Realm的投资计提了580万美元减值费用。

2025年9月，公司向Intersection追加投资2,930万美元。Intersection将追加投资中的一部分用于通过非现金交换结清其在2023年4月发放的3,000万美元定期贷款项下欠公司的1,930万美元未偿金额。追加投资后，公司确认了1,860万美元的权益收益。

截至2026年9月 30日和2025年12月 31日，公司投资账户中分别有2,490万美元和3,000万美元，代表其联营企业投资的累计未分配收益。

此外，Kaplan International Holdings Limited（KIHL）持有与University of York成立的合资企业45%的权益。KIHL向该合资企业提供了2,200万英镑贷款，贷款期限为25年，利率为7%，并由University of York提供担保。截至2026年9月 30日，该贷款未偿余额为1,820万英镑。贷款应于2041年12月前偿还。

成本法投资。公司持有若干权益证券投资，其公允价值无法轻易确定，并按成本法核算；此类投资按成本入账，扣除减值，并根据同一发行方相同或类似投资的可观察价格变动进行调整。截至2026年9月 30日和2025年12月 31日，这些投资的账面价值分别为4,930万美元和4,940万美元。在截至2026年9月 30日的三个月和九个月内，公司对按成本法核算的权益证券确认了10万美元减值损失。在截至2025年9月 30日的三个月和九个月内，公司对按成本法核算的权益证券分别确认了150万美元和1,420万美元减值损失。

4. 应收账款、应付账款、车辆库存融资应付款及应计负债

应收账款包括以下项目：


	截至
	9月30日， 2026年		12月31日， 2025年
（单位：千美元）
客户合同应收款，扣除估计信用损失26,193和23,164	$	492,180			$	519,068
其他应收款	45,471			57,686
	$	537,651			$	576,754

截至2026年和2025年9月 30日止三个月的信用损失费用分别为170万美元和80万美元。截至2026年和2025年9月 30日止九个月的信用损失费用分别为470万美元和290万美元。

应付账款、车辆库存融资应付款及应计负债包括以下项目：


	截至
	9月30日， 2026年		12月31日， 2025年
（单位：千美元）
应付账款	$	176,357			$	181,009
车辆库存融资应付款	123,822			118,959
应计薪酬及相关福利	161,462			194,972
其他应计负债	229,833			226,686
	$	691,474			$	721,626

截至2026年9月 30日和2025年12月 31日，应付账款中分别包含260万美元和60万美元的现金透支。

公司通过与 Truist Bank、Toyota Motor Credit Corporation 和 Ford Motor Credit Company 签订的标准化库存融资额度，为新车、二手车及服务代步车库存融资。截至2026年9月 30日，库存融资额度的利率为浮动利率，基于担保隔夜融资利率（SOFR）和以最优惠利率为基础的利率。截至2026年9月 30日的三个月和九个月，库存融资额度的加权平均利率为5.6%。截至2025年9月 30日的三个月和九个月，库存融资额度的加权平均利率分别为6.2%和6.3%。公司在截至2026年和2025年9月 30日的三个月内发生库存融资利息支出170万美元。公司在截至2026年和2025年9月 30日的九个月内发生库存融资利息支出520万美元和580万美元，分别。车辆库存融资应付款的变动在简明合并现金流量表中列为融资活动现金流。

库存融资额度以相关经销商子公司的车辆库存及其他资产作为抵押，并包含多项契约，其中包括限制经销商子公司设立留置权以及变更所有权、管理人员和关键管理人员的契约。截至2026年9月 30日，公司遵守了所有这些限制性契约。

与车辆库存融资安排相关的库存融资利息支出，由制造商提供的库存融资补贴金额抵销；该补贴资本化计入存货，并在相关存货售出时冲减简明合并经营报表中的销售成本。截至2026年和2025年9月 30日的三个月，公司确认制造商库存融资补贴分别使销售成本减少220万美元和210万美元。截至2026年和2025年9月 30日的九个月，公司确认制造商库存融资补贴分别使销售成本减少630万美元和610万美元。

截至2026年9月 30日和2025年12月 31日，公司与新车相关的库存融资额度未偿债务分别为1.093亿美元和1.059亿美元。

5. 存货和在制合同

存货和在制合同包括以下项目：


	截至
	2026年9月30日		2025年12月31日
（千美元）
原材料	$	87,646			$	77,977
在制品	14,937			12,906
制成品	245,624			209,287
在制合同	6,250			3,200
	$	354,457			$	303,370

6. 商誉和其他无形资产

2026 年第一季度，在将 KLG 处置组分类为持有待售之际，公司在 Kaplan International 确认了 100 万美元的商誉减值费用（见附注 2）。

截至 2026 年和 2025 年 9 月 30 日止三个月，无形资产摊销额分别为 580 万美元和 970 万美元。截至 2026 年 9 月 30 日止九个月的无形资产摊销额为

2025 年，无形资产摊销额分别为 1,780 万美元和 2,480 万美元。预计 2026 年剩余时间、2027 年、2028 年、2029 年、2030 年及此后无形资产摊销额分别约为 600 万美元、900 万美元、600 万美元、500 万美元、500 万美元和 1,300 万美元。

按分部划分的商誉账面金额变动如下：


（千美元）	教育		电视广播		医疗保健		制造业	汽车		其他业务	总计
截至 2025 年 12 月 31 日
商誉	$	1,181,284			$	190,815		$	136,637		$	272,523		$	140,832		$	108,943	$	2,031,034
累计减值损失	(331,151)			—			—		(82,062)		—		(32,155)			(445,368)
	850,133			190,815			136,637		190,461		140,832		76,788			1,585,666


收购	—			—			18,121		—		—		—			18,121
减值	(976)			—			—		—		—		—			(976)
处置	—			—			—		—		—		—			—
重新分类为持有待售资产	(51,786)			—			—		—		—		—			(51,786)
外币汇率变动	368			—			—		—		—		—			368
截至 2026 年 9 月 30 日
商誉	1,128,890			190,815			154,758		272,523		140,832		108,943			1,996,761
累计减值损失	(331,151)			—			—		(82,062)		—		(32,155)			(445,368)
	$	797,739			$	190,815		$	154,758		$	190,461		$	140,832		$	76,788	$	1,551,393

公司教育和医疗保健部门商誉账面金额变动如下：


（千美元）	Kaplan International		高等教育		补充教育		教育总计	CSI		其他医疗保健	医疗保健总计
截至 2025 年 12 月 31 日
商誉	$	614,096			$	174,564		$	392,624		$	1,181,284		$	87,140		$	49,497	$	136,637
累计减值损失	—			(111,324)			(219,827)		(331,151)		—		—			—
	614,096			63,240			172,797		850,133		87,140		49,497			136,637


收购	—			—			—		—		—		18,121			18,121
减值	(976)			—			—		(976)		—		—			—
处置	—			—			—		—		—		—			—
重新分类为持有待售资产	(51,786)			—			—		(51,786)		—		—			—
外币汇率变动	431			—			(63)		368		—		—			—
截至 2026 年 9 月 30 日
商誉	561,765			174,564			392,561		1,128,890		87,140		67,618			154,758
累计减值损失	—			(111,324)			(219,827)		(331,151)		—		—			—
	$	561,765			$	63,240		$	172,734		$	797,739		$	87,140		$	67,618	$	154,758

其他无形资产包括以下项目：


		截至 2026 年 9 月 30 日		截至 2025 年 12 月 31 日
（千美元）	使用年限范围	账面原值金额		累计摊销		账面净值金额		账面原值金额		累计摊销		账面净值金额
需摊销的无形资产
学生及客户关系	2–10 年	$	286,235			$	257,124			$	29,111		$	307,312		$	266,453	$	40,859
商号及商标	2–10 年	107,338			95,613			11,725			114,227		98,147		16,080
网络附属协议	10 年	17,400			16,893			507			17,400		15,588		1,812
数据库及技术	3–6 年	30,496			28,811			1,685			32,376		30,293		2,083

其他	1–8 年	37,863			37,256			607			38,063		37,266		797
		$	479,332			$	435,697			$	43,635		$	509,378		$	447,747	$	61,631
使用年限不确定的无形资产
特许经营协议		$	97,002							$	97,002
商号及商标		62,187							62,653
FCC 许可证		11,000							11,000

其他		150							150
		$	170,339							$	170,805

7. 债务

公司借款包括以下项目：


				截至

（千美元）	到期日	列示利率	实际利率	2026 年 9 月 30 日		2025 年 12 月 31 日
无担保票据 (1)	2033	5.625%	5.625%	$	493,971			$	493,625

循环信贷额度	2030	5.00% - 7.13%	5.12%	186,165			222,466
房地产定期贷款 (2)	2028	5.37% - 5.46%	5.48%	88,116			91,836
资本定期贷款 (3)	2028	6.12% - 6.21%	6.22%	58,302			64,079





其他债务	2028 - 2030	5.50% - 8.00%		26,880			8,750
债务总额				853,434			880,756
减：流动部分				(148,075)			(175,138)
长期债务总额				$	705,359			$	705,618

___________

(1) 截至2026年9月30日和2025年12月31日，账面价值已扣除未摊销债务发行成本600万美元和640万美元。

(2) 账面价值已扣除10万美元的未摊销债务发行成本，截至2026年9月30日和2025年12月31日均如此。

(3) 账面价值已扣除30万美元和50万美元的未摊销债务发行成本，截至2026年9月30日和2025年12月31日分别如此。

2025年11月24日，公司发行了5亿美元的5.625%无担保八年期固定利率票据，于2033年12月1日到期（以下简称“票据”）。利息于每年6月1日和12月1日半年支付一次。同样在2025年11月24日，公司将票据出售所得净额与循环信贷协议项下的借款一并用于：(i) 赎回4亿美元的5.75%无担保票据（于2026年6月1日到期）；(ii) 为现有循环信贷额度项下未偿还的循环贷款再融资；以及(iii) 偿还公司现有1.5亿美元定期贷款项下的全部未偿还金额。2025年10月21日，汽车子公司在延迟提款定期贷款项下借入3,870万美元，用于收购一家本田汽车经销店，包括经销业务所用的不动产。

在发行票据的同时，公司修订并重述了日期为2022年5月3日的《第二次修订及重述五年期信贷协议》，其中包括：(i) 以新的循环信贷额度取代现有循环承诺，将公司的借款能力提高至本金总额4亿美元；(ii) 将该额度的到期日延长至2030年11月24日；以及(iii) 将信用证子额度提高至4,000万美元。

截至2026年9月30日和2025年12月31日，根据报价市场价格（公允价值第2级评估）确定的公司5.625%无担保票据公允价值分别为4.703亿美元和5.04亿美元。

The outstanding balance on the Company’s $400 million unsecured revolving credit facility was $186.2 million as of September 30, 2026, consisting of U.S. dollar borrowings of $120.0 million with interest payable at SOFR plus

1.375%, and British Pound borrowings of £50 million with interest payable at Daily Sterling Overnight Index Average (SONIA) plus 1.375%.

The fair value of the Company’s other debt, which is based on Level 2 inputs, approximates its carrying value as of September 30, 2026 and December 31, 2025. The Company is in compliance with all financial covenants of the revolving credit facility and term loans as of September 30, 2026.

During the three months ended September 30, 2026 and 2025, the Company had average borrowings outstanding of approximately $930.4 million and $856.8 million, respectively, at average annual interest rates of approximately 5.9% and 6.0%, respectively. During the three months ended September 30, 2026 and 2025, the Company incurred net interest expense of $14.2 million and $15.7 million, respectively.

During the three and nine months ended September 30, 2026, the Company recorded a reduction in interest expense of $0.1 million and $1.0 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. During the three and nine months ended September 30, 2025, the Company recorded interest expense of $0.7 million and $68.3 million, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest. The fair value of the mandatorily redeemable noncontrolling interest was based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined by reference to either a discounted cash flow or EBITDA multiple, which approximates fair value (Level 3 fair value assessment) (See Note 2 and 8).

8. FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:


	As of September 30, 2026
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—			$	7,913		$	—	$	7,913
Marketable equity securities (2)	1,069,741			—			—		1,069,741
Other current investments (3)	—			4,330			—		4,330

Total Financial Assets	$	1,069,741			$	12,243		$	—	$	1,081,984
Liabilities


Interest rate swaps (4)	$	—			$	60		$	—	$	60
Mandatorily redeemable noncontrolling interest (5)	—			—			7,273		7,273
Total Financial Liabilities	$	—			$	60		$	7,273	$	7,333


	As of December 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Assets
Money market investments (1)	$	—			$	5,251		$	—	$	5,251
Marketable equity securities (2)	1,081,938			—			—		1,081,938
Other current investments (3)	—			7,032			—		7,032


Total Financial Assets	$	1,081,938			$	12,283		$	—	$	1,094,221
Liabilities

Contingent consideration liabilities (6)	$	—			$	—		$	1,526	$	1,526
Interest rate swaps (4)	—			2,289			—		2,289

Mandatorily redeemable noncontrolling interest (5)	—			—			8,401		8,401
Total Financial Liabilities	$	—			$	2,289		$	9,927	$	12,216

____________


(1)	The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.
(2)	The Company’s investments in marketable equity securities are held in common shares of U.S. and non-U.S. corporations that are actively traded on U.S. and non-U.S. stock exchanges. Price quotes for these shares are readily available.
(3)	Includes mutual funds, which are valued using a market approach based on the quoted market prices of the security or inputs that include quoted market prices for similar instruments.
(4)	Included in Other Liabilities. The Company utilized a market approach model using the notional amount of the interest rate swaps multiplied by the observable inputs of time to maturity and market interest rates.
(5)	The fair value of the mandatorily redeemable noncontrolling interest is based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined using enterprise value analyses which include an equal weighing between guideline public company and discounted cash flow analyses.
(6)	Included in Accounts payable, vehicle floor plan payable and accrued liabilities and Other Liabilities. The Company determined the fair value of the contingent consideration liabilities using either a Monte Carlo simulation, Black-Scholes model, or probability-weighted analysis depending on the type of target included in the contingent consideration requirements (revenue, EBITDA, client retention). All analyses included estimated financial projections for the acquired businesses and acquisition-specific discount rates.

The following tables provide a reconciliation of changes in the Company’s financial liabilities measured at fair value on a recurring basis, using Level 3 inputs:


(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2025	$	1,526			$	8,401

Changes in fair value (1)	—			(1,007)
Capital contributions	—			4
Accretion of value included in net income (1)	28			—
Settlements or distributions	(299)			(125)
Foreign currency exchange rate changes	(2)			—
Disposition of business	(1,253)			—
As of September 30, 2026	$	—			$	7,273


(in thousands)	Contingent consideration liabilities		Mandatorily redeemable noncontrolling interest
As of December 31, 2024	$	1,419			$	159,548

Changes in fair value (1)	—			68,278
Capital contributions	—			80
Accretion of value included in net income (1)	163			—
Settlements or distributions	(317)			(205,719)
Foreign currency exchange rate changes	186			—
As of September 30, 2025	$	1,451			$	22,187

____________


(1)	Changes in fair value and accretion of value of contingent consideration liabilities are included in Selling, general and administrative expenses and the changes in fair value of mandatorily redeemable noncontrolling interest is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.

Mandatorily Redeemable Noncontrolling Interest. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders, consisting of a group of current and former senior managers of the healthcare business, in subsidiaries of GHG. The Company established GHC One and GHC Two as vehicles to invest in a portfolio of healthcare businesses together with the group of senior managers of GHG. As the holder of preferred units, the Company is obligated to contribute 95% of the capital required for the acquisition of portfolio investments with the remaining 5% of the capital coming from the group of senior managers. The operating agreements of GHC One and GHC Two require the dissolution of the entities on March 31, 2026, and March 31, 2029, respectively, at which time the net assets will be distributed to its members. As a preferred unit holder, the Company will receive an amount up to its contributed capital plus a preferred annual return of 8% (guaranteed return) after the group of senior managers has received the redemption of their 5% interest in net assets (manager return). All distributions in excess of the manager and guaranteed return will be paid to common unit holders, which currently comprise the group of senior managers of GHG. The Company may convert its preferred units to common units at any time after which it will receive 80% of all distributions in excess of the manager return, with the remaining 20% of excess distributions going to the group of senior managers as holders of the other common units. The mandatorily redeemable noncontrolling interest related to GHC One is reported as a current liability at September 30, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets. The mandatorily redeemable noncontrolling interest related to GHC Two is reported as a noncurrent liability at September 30, 2026 and December 31, 2025 in the Condensed Consolidated Balance Sheets.

Other. During the nine months ended September 30, 2026, in connection with the sale of the KLG disposal group, the Company recognized total impairment charges of $19.0 million, consisting of a $1.0 million goodwill impairment charge and an $18.0 million impairment charge related to the disposal group. The Company used a market approach to estimate the fair value of KLG disposal group (see Note 2 and 6).

During the three and nine months ended September 30, 2025, the Company recorded intangible and other long-lived asset impairment charges of $2.2 million. The remeasurement of other long-lived assets is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the other long-lived assets. The Company made estimates and assumptions regarding future cash flows, discount rates and long-term growth rates.

During the three and nine months ended September 30, 2026, the Company recorded impairment charges of $0.5 million and $6.3 million on its investments in affiliates (see Note 3). The Company used a market approach to determine the estimated fair value of its investment in affiliates.

During the three and nine months ended September 30, 2026, the Company recorded impairment losses of $0.1 million, to equity securities that are accounted for as cost method investments. During the three and nine months ended September 30, 2025, the Company recorded impairment losses of $1.5 million and $14.2 million, respectively, to equity securities that are accounted for as cost method investments.

9. INCOME TAXES

The Company recognized a U.S. income tax benefit of $68.1 million for the nine months ended September 30, 2026, in connection with the restructuring and sale of the KLG business. No corresponding tax benefit was recognized in any other jurisdiction. The Company continues to monitor relevant developments, including any forthcoming Internal Revenue Service guidance, that could affect the ultimate realization of this benefit.

As a result of the significant U.S. income tax benefit recorded related to the KLG business, the Company has recorded a Pillar Two top-up income tax accrual and expense of $15.3 million for the nine months ended September 30, 2026. In January 2026, the Organization for Economic Co-operation and Development (OECD) published administrative guidance introducing a Side-by-Side (SbS) Safe Harbor that would effectively exempt U.S. parent multinational groups from Pillar Two top-up tax on their U.S. source income. The SbS Safe Harbor is only effective to the extent participating countries have enacted legislation adopting the guidance. The Company has assessed current law and administrative guidance in relevant non-U.S. jurisdictions. Currently, not all participating countries have enacted legislation to adopt the SbS Safe Harbor, including the U.K. The Company will continue to monitor local implementation and guidance as non-U.S. countries adopt the SbS Safe Harbor into domestic law. The enactment of such legislation in the U.K. and other jurisdictions would have a favorable impact on the Pillar Two top-up tax accrued for 2026, and could result in a complete reversal of the $15.3 million accrued amount without payment.

The Company's effective tax rate for the first nine months of 2026 and 2025 was 14.6% and 30.6%, respectively.

10. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company generated 83% and 81% of its revenue from U.S. domestic sales for the three and nine months ended September 30, 2026, respectively. The remaining 17% and 19% of revenue was generated from non-U.S. sales for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, 79% and 78% of revenue, respectively, was from U.S. domestic sales and the remaining 21% and 22% of revenue was generated from non-U.S. sales.

For the three and nine months ended September 30, 2026, the Company recognized 47% and 51%, respectively, of its revenue over time as control of the services and goods transferred to the customer, and the remaining 53% and 49% at a point in time, when the customer obtained control of the promised goods. For the three and nine months ended September 30, 2025, the Company recognized 51% and 53% of its revenue, respectively, over time, and the remaining 49% and 47% at a point in time.

Contract Assets. As of September 30, 2026, the Company recognized a contract asset of $29.0 million related to a contract at a Kaplan International business, of which $5.8 million is included in Other current assets and $23.2 million is included in Deferred Charges and Other Assets. The Company expects to recognize an additional $186.7 million related to the remaining performance obligation in the contract over the next three years. As of December 31, 2025, the contract asset was $36.5 million, of which $4.4 million was included in Other current assets and $32.1 million was included in Deferred Charges and Other Assets. Additional contract assets of $4.0 million and $3.0 million are included in Other current assets on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively.

Deferred Revenue. The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance which includes some payments that are refundable due to the contractual right of the customer to cancel the agreement. As of September 30, 2026 and December 31, 2025, 17% and 22%, respectively, of the Company’s deferred revenue consisted of prepaid amounts which are refundable. The following table presents the change in the Company’s deferred revenue balance:


	As of
	September 30, 2026		December 31, 2025	%
(in thousands)		Change
Deferred revenue	$	359,038			$	418,090	(14)

The majority of the change in the deferred revenue balance is related to the cyclical nature of services in the Kaplan International division, the reclassification of deferred revenue included in the DBS disposal group and the derecognition of deferred revenue associated with the sale of the KLG businesses in May 2026 (see Note 2). During the nine months ended September 30, 2026, the Company recognized $348.7 million related to the Company’s

deferred revenue balance as of December 31, 2025, including $67.1 million of prepaid amounts which were refundable at the prior year-end.

Revenue allocated to remaining performance obligations represents deferred revenue amounts that will be recognized as revenue in future periods. As of September 30, 2026, the deferred revenue balance related to certain medical and nursing qualifications with an original contract length greater than twelve months at Kaplan Supplemental Education was $4.3 million. Kaplan Supplemental Education expects to recognize 57% of this revenue over the next twelve months and the remainder thereafter.

Costs to Obtain a Contract. The following table presents changes in the Company’s costs to obtain a contract asset:


(in thousands)	Balance at Beginning of Period		Costs associated with new contracts	Less: Costs amortized during the period		Other	Balance at End of Period
2026	$	42,404		$	57,187		$	(67,312)	$	(4,852)	$	27,427

The majority of other activity was related to the reclassification of costs to obtain contract assets included in the DBS disposal group, the derecognition of costs to obtain contract assets associated with the sale of the KLG business in May 2026 (see Note 2) and currency translation adjustments for the nine months ended September 30, 2026.

11. EARNINGS PER SHARE

The Company’s unvested restricted stock awards contain nonforfeitable rights to dividends and, therefore, are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The diluted earnings per share computed under the two-class method is lower than the diluted earnings per share computed under the treasury stock method, resulting in the presentation of the lower amount in diluted earnings per share. The computation of the earnings per share under the two-class method excludes the income attributable to the unvested restricted stock awards from the numerator and excludes the dilutive impact of those underlying shares from the denominator.

The following reflects the Company’s net income and share data used in the basic and diluted earnings per share computations using the two-class method:


	Three Months Ended September 30		Nine Months Ended September 30
(in thousands, except per share amounts)	2026		2025		2026		2025
Numerator:
Numerator for basic earnings per share:
Net income attributable to Graham Holdings Company common stockholders	$	75,110			$	122,925			$	385,319		$	183,568
Less: Dividends paid-common stock outstanding and unvested restricted shares	(7,803)			(7,852)			(32,154)			(31,360)
Undistributed earnings	67,307			115,073			353,165			152,208
Percent allocated to common stockholders	99.43	%		99.39	%		99.43	%		99.39	%
	66,921			114,372			351,139			151,280
Add: Dividends paid-common stock outstanding	7,758			7,803			31,974			31,168
Numerator for basic earnings per share	$	74,679			$	122,175			$	383,113		$	182,448
Add: Additional undistributed earnings due to dilutive stock options	4			7			21			8
Numerator for diluted earnings per share	$	74,683			$	122,182			$	383,134		$	182,456
Denominator:
Denominator for basic earnings per share:
Weighted average shares outstanding	4,198			4,334			4,264			4,329
Add: Effect of dilutive stock options	45			44			45			41
Denominator for diluted earnings per share	4,243			4,378			4,309			4,370
Graham Holdings Company Common Stockholders:
Basic earnings per share	$	17.79			$	28.19			$	89.84		$	42.15
Diluted earnings per share	$	17.60			$	27.91			$	88.92		$	41.75

____________

Earnings per share amounts may not recalculate due to rounding.

Diluted earnings per share excludes the following weighted average potential common shares, as the effect would be antidilutive, as computed under the treasury stock method:

The diluted earnings per share amounts for each of the three and nine months ended September 30, 2026 and 2025 excludes the effect of 1,000 contingently issuable shares outstanding as their inclusion would have been antidilutive due to a market condition.

In the three and nine months ended September 30, 2026, the Company declared regular dividends totaling $1.88 and $7.52 per common share, respectively. In the three and nine months ended September 30, 2025, the Company declared regular dividends totaling $1.80 and $7.20 per common share, respectively.

12. PENSION PLANS

Defined Benefit Plans. The total benefit arising from the Company’s defined benefit pension plans consists of the following components:


	Three Months Ended September 30		Nine Months Ended September 30
(in thousands)	2026		2025		2026		2025
Service cost	$	12,379			$	11,772		$	35,881	$	35,663
Interest cost	8,145			8,012			24,437		21,389
Expected return on assets	(44,409)			(41,915)			(133,227)		(125,767)
Amortization of prior service credit	(496)			(520)			(1,489)		(1,560)

Net Periodic Benefit	(24,381)			(22,651)			(74,398)		(70,275)
Settlement	(14,950)			—			(151,905)		—


Early retirement and separation program costs	3,201			2,546			11,138		9,185
Total Benefit	$	(36,130)			$	(20,105)		$	(215,165)	$	(61,090)

In June 2026, the Company purchased an irrevocable group annuity contract from an insurance company for $113.9 million to settle $124.3 million of the outstanding defined benefit pension obligation related to certain retirees and beneficiaries. The purchase of the group annuity contract was funded from the assets of the Company’s pension plan. As a result of this transaction, the Company was relieved of all responsibility for these pension obligations and the insurance company is now required to pay and administer the retirement benefits owed to approximately 1,080 retirees and beneficiaries, with no change to the amount, timing or form of monthly retirement benefit payments. As a result, the Company remeasured the accumulated and projected benefit obligation as of June 17, 2026 and recorded a pre-tax settlement gain of $137.0 million. In the third quarter of 2026, the Company made additional lump-sum payments that triggered a remeasurement of its accumulated and projected benefit obligations as of September 30, 2026, resulting in a pre-tax settlement gain of $15.0 million. The new measurement bases were used for the recognition of the Company’s pension benefit following the remeasurements. The settlement gains are included in non-operating pension and postretirement benefit income on the Condensed Consolidated Statements of Operations.

In the third quarter of 2026, the Company recorded $2.4 million in expenses related to a Separation Incentive Program (SIP) for certain Kaplan, Dekko, Framebridge and Saatchi Art employees. Also in the third quarter of 2026, the Company recorded $0.8 million in expenses related to a Voluntary Retirement Incentive Program (VRIP) for certain Corporate employees. In the second quarter of 2026, the Company recorded $2.0 million in expenses related to a VRIP for certain Dekko employees. Also in the second quarter of 2026, the Company recorded $1.9 million in expenses related to SIPs for certain Kaplan, Graham Media Group (GMG), Code3 and Slate employees. In the first quarter of 2026, the Company recorded $4.1 million in expenses related to SIPs for certain Kaplan, GMG, Joyce, Dekko, Framebridge, Code3, Slate and Corporate employees. These SIPs and VRIPs were funded from the assets of the Company’s pension plans.

In the third quarter of 2025, the Company recorded $2.5 million in expenses related to SIPs for certain Kaplan, GMG, Joyce, Society6, Saatchi Art, Code3 and Corporate employees. In the second quarter of 2025, the Company recorded $6.0 million in expenses related to SIPs for certain Kaplan, GMG, WGB, Saatchi Art, Society6, Code3 and Decile employees. In the first quarter of 2025, the Company recorded $0.6 million in expenses related to a SIP for certain WGB employees. These SIPs were funded from the assets of the Company’s pension plans.

The total cost arising from the Company’s Supplemental Executive Retirement Plan (SERP) consists of the following components:


	Three Months Ended September 30		Nine Months Ended September 30
(in thousands)	2026		2025		2026		2025
Service cost	$	289			$	239		$	868	$	716
Interest cost	1,154			1,198			3,464		3,592


Net Periodic Cost	$	1,443			$	1,437		$	4,332	$	4,308

Defined Benefit Plan Assets. The Company’s defined benefit pension obligations are funded by a portfolio made up of private investment funds and a relatively small number of stocks and high-quality fixed-income securities that are held by a third-party trustee. The assets of the Company’s pension plans were allocated as follows:


	As of
	September 30, 2026		December 31, 2025

U.S. equities	62	%		63	%
Private investment funds	18	%		17	%
International equities	17	%		16	%
U.S. fixed income	3	%		4	%

	100	%		100	%

The Company manages approximately 41% of the pension assets internally, of which the majority is invested in Berkshire Hathaway stock, with the remaining investments in private investment funds, Markel stock, and short-term fixed-income securities. The remaining 59% of plan assets are managed by two investment companies. The goal of the investment managers is to produce moderate long-term growth in the value of these assets, while protecting them against large decreases in value. Both investment managers may invest in a combination of equity and fixed-income securities and cash. The managers are not permitted to invest in securities of the Company or in alternative investments. One investment manager cannot invest more than 15% of the assets at the time of purchase in each of the stocks of Alphabet and Berkshire Hathaway, and no more than 50% of the assets it manages in specified international exchanges at the time the investment is made. The other investment manager cannot invest more than 20% of the assets at the time of purchase in the stock of Berkshire Hathaway and no more than 15% of the assets it manages in specified international exchanges at the time the investment is made. Excluding the exceptions noted above, the investment managers cannot invest more than 10% of the assets in the securities of any other single issuer, except for obligations of the U.S. Government, without receiving prior approval from the Plan administrator.

In determining the expected rate of return on plan assets, the Company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the Company may consult with and consider the input of financial and other professionals in developing appropriate return benchmarks.

The Company evaluated its defined benefit pension plan asset portfolio for the existence of significant concentrations (defined as greater than 10% of plan assets) of credit risk as of September 30, 2026. Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country and individual fund. At September 30, 2026, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,253.7 million, or approximately 38% of total plan assets. At December 31, 2025, the pension plan held investments in one common stock and one private investment fund that exceeded 10% of total plan assets, valued at $1,267.4 million, or approximately 37% of total plan assets. Assets also included $99.3 million and $124.7 million of Markel shares at September 30, 2026 and December 31, 2025, respectively.

13. OTHER NON-OPERATING (EXPENSE) INCOME

A summary of non-operating (expense) income is as follows:


	Three Months Ended September 30		Nine Months Ended September 30
(in thousands)	2026		2025		2026		2025
(Loss) gain on sales of businesses	$	—			$	—		$	(5,151)	$	371
Foreign currency (loss) gain, net	(1,473)			1,147			(2,034)		(7,707)
Gain on sale of a cost method investment	—			—			484		—




Impairment of cost method investments	(100)			(1,486)			(100)		(14,165)
Other gain, net	386			346			2,655		987
Total Other Non-Operating (Expense) Income	$	(1,187)			$	7		$	(4,146)	$	(20,514)

In the second quarter of 2026, the Company recorded a $5.2 million loss related to Kaplan’s sale of KLG (see Note 2).

14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The other comprehensive income (loss) consists of the following components:


	Three Months Ended September 30
	2026		2025
	Before-Tax		Income		After-Tax		Before-Tax	Income		After-Tax
(in thousands)	Amount		Tax		Amount		Amount	Tax		Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period	$	3,309			$	—		$	3,309		$	(8,227)		$	—	$	(8,227)


Pension and other postretirement plans:
Actuarial gain	45,115			(11,736)			33,379		—		—		—
Amortization of net prior service credit included in net income	(496)			129			(367)		(520)		133		(387)
Amortization of net actuarial gain included in net income	(258)			67			(191)		(378)		96		(282)
Settlement gain included in net income	(14,950)			3,889			(11,061)		—		—		—


	29,411			(7,651)			21,760		(898)		229		(669)
Cash flow hedges:
Gain for the period	970			(251)			719		64		(17)		47
Other Comprehensive Income (Loss)	$	33,690			$	(7,902)		$	25,788		$	(9,061)		$	212	$	(8,849)


	Nine Months Ended September 30
	2026		2025
	Before-Tax		Income		After-Tax		Before-Tax	Income		After-Tax
(in thousands)	Amount		Tax		Amount		Amount	Tax		Amount
Foreign currency translation adjustments:
Translation adjustments arising during the period	$	(2,814)			$	—		$	(2,814)		$	38,323		$	—	$	38,323
Adjustment for sales of businesses with foreign operations	6,175			—			6,175		646		—		646
	3,361			—			3,361		38,969		—		38,969
Pension and other postretirement plans:
Actuarial loss	(44,813)			11,657			(33,156)		—		—		—
Amortization of net prior service credit included in net income	(1,489)			388			(1,101)		(1,560)		399		(1,161)
Amortization of net actuarial gain included in net income	(774)			201			(573)		(1,137)		291		(846)
Settlement gain included in net income	(151,905)			39,514			(112,391)		—		—		—

	(198,981)			51,760			(147,221)		(2,697)		690		(2,007)
Cash flow hedges:
Gain (loss) for the period	2,236			(579)			1,657		(979)		254		(725)
Other Comprehensive (Loss) Income	$	(193,384)			$	51,181		$	(142,203)		$	35,293		$	944	$	36,237

The accumulated balances related to each component of other comprehensive income (loss) are as follows:


(in thousands, net of taxes)	Cumulative Foreign Currency Translation Adjustment		Unrealized Gain on Pensions and Other Postretirement Plans		Cash Flow Hedges		Accumulated Other Comprehensive Income
As of December 31, 2025	$	(12,262)			$	601,064		$	(1,722)	$	587,080

Other comprehensive (loss) income before reclassifications	(2,814)			(33,156)			1,159		(34,811)
Net amount reclassified from accumulated other comprehensive income (loss)	6,175			(114,065)			498		(107,392)
Net other comprehensive (loss) income	3,361			(147,221)			1,657		(142,203)
As of September 30, 2026	$	(8,901)			$	453,843		$	(65)	$	444,877

The amounts and line items of reclassifications out of Accumulated Other Comprehensive Income (Loss) are as follows:


	Three Months Ended September 30		Nine Months Ended September 30		Affected Line Item in the Condensed Consolidated Statements of Operations

(in thousands)	2026		2025		2026		2025
Foreign Currency Translation Adjustments:
Adjustment for sales of businesses with foreign operations	$	—			$	—		$	6,175	$	646	Other (expense) income, net

Pension and Other Postretirement Plans:
Amortization of net prior service credit	(496)			(520)			(1,489)		(1,560)	(1)
Amortization of net actuarial gain	(258)			(378)			(774)		(1,137)	(1)
Settlement gain	(14,950)			—			(151,905)		—	(1)
	(15,704)			(898)			(154,168)		(2,697)	Before tax
	4,085			229			40,103		690	Provision for Income Taxes
	(11,619)			(669)			(114,065)		(2,007)	Net of Tax

Cash Flow Hedges	164			61			498		182	Interest expense


Total reclassification for the period	$	(11,455)			$	(608)		$	(107,392)	$	(1,179)	Net of Tax

____________

(1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and postretirement plan cost (see Note 12) and are included in non-operating pension and postretirement benefit income in the Company’s Condensed Consolidated Statements of Operations.

15. CONTINGENCIES

Litigation, Legal and Other Matters. The Company and its subsidiaries are subject to complaints and administrative proceedings and are defendants in various civil lawsuits that have arisen in the ordinary course of their businesses, including contract disputes; actions alleging negligence, libel, defamation and invasion of privacy; trademark, copyright and patent infringement; real estate lease and sublease disputes; violations of employment laws and applicable wage and hour laws; and statutory or common law claims involving current and former students and employees. Although the outcomes of the legal claims and proceedings against the Company cannot be predicted with certainty, based on currently available information, management believes that there are no existing claims or proceedings that are likely to have a material effect on the Company’s business, financial condition, results of operations or cash flows. However, based on currently available information, management believes it is reasonably possible that future losses from existing and threatened legal, regulatory and other proceedings in excess of the amounts recorded could reach approximately $20 million.

16. BUSINESS SEGMENTS

The Company has seven reportable segments: Kaplan International, Kaplan Higher Education, Kaplan Supplemental Education, Television Broadcasting, CSI, Manufacturing and Automotive.

As of September 30, 2026, Kaplan had a total outstanding accounts receivable balance of $40.3 million from Purdue Global related to amounts due for reimbursements for services. As of September 30, 2026, the $20.0 million advanced during the initial KU Transaction has been fully repaid.

The Company’s segment information is as follows:


	Three Months Ended September 30, 2026
(in thousands)	Education		Television Broadcasting		Healthcare		Manufacturing	Automotive		Total Segments
Operating Revenues	$	404,282			$	125,304		$	260,252			$	147,601			$	299,060	$	1,236,499
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)										90,326
Intersegment Elimination										(788)
Total Consolidated Revenues										$	1,326,037

Less: Significant Expenses (2)
Cost of Revenue (3)	171,537					175,082		109,015			252,299			707,933
Payroll and Fringe Benefits Expense (4)	107,859			25,983						20,076			153,918
Occupancy Expense	22,990								2,041			25,031
Advertising and Marketing Expense	18,263										18,263
Networking and Programming Expense			28,137								28,137
Management Services (5)								2,323			2,323
Other Segment Items (6)	34,182			17,540			57,538		21,774			10,951			141,985
Earnings Before Interest, Income Taxes, Depreciation, Amortization and Pension Service Cost (EBITDAP)	$	49,451			$	53,644		$	27,632			$	16,812			$	11,370	$	158,909

Pension Service Cost	4,555			1,554			2,365		1,242			34			9,750
Depreciation Expense	5,524			2,271			1,952		2,855			1,993			14,595

Income from Operations before Amortization of Intangible Assets	$	39,372			$	49,819		$	23,315			$	12,715			$	9,343	$	134,564

Other Businesses (7)										(21,352)
Corporate Costs										(21,916)
Amortization of Intangible Assets										(5,775)

Income from Operations										$	85,521
Equity in Losses of Affiliates, Net										(3,590)
Interest Expense, Net										(14,175)
Non-Operating Pension and Postretirement Benefit Income, Net										47,601
Loss on Marketable Equity Securities, Net										(15,027)
Other Expense, Net										(1,187)
Income Before Income Taxes										$	99,143

Capital Expenditures	$	5,977			$	1,214		$	14,534			$	3,489			$	3,674	$	28,888
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)										10,674
Total Capital Expenditures										$	39,562


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker (CODM).
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other general and administrative (G&A) expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other selling, general and administrative (SG&A) expenses.
	(c)	Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
	(d)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division segment information is as follows:


	Three Months Ended September 30, 2026
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other	Intersegment Elimination		Total Education
Operating Revenues	$	230,134			$	93,865		$	80,805			$	369			$	(891)			$	404,282

Less: Significant Expenses (1)
Cost of Revenue (2)	90,588			67,770			13,537				(358)			171,537
Payroll and Fringe Benefits Expense (3)	67,592			3,851			33,455		3,174			(213)			107,859
Occupancy Expense	21,905			169			823		368			(275)			22,990
Advertising and Marketing Expense	7,366			1,547			9,313		37					18,263
Other Segment Items (4)	21,025			262			11,236		1,617			42			34,182
EBITDAP	$	21,658			$	20,266		$	12,441			$	(4,827)			$	(87)			$	49,451

Pension Service Cost	—			1,984			2,017		554					4,555
Depreciation Expense	4,366			378			769		11					5,524

Income (Loss) from Operations before Amortization of Intangible Assets	$	17,292			$	17,904		$	9,655			$	(5,392)			$	(87)			$	39,372

Capital Expenditures	$	4,941			$	289		$	733			$	14					$	5,977


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

The Company’s healthcare division segment information is as follows:


	Three Months Ended September 30, 2026
(in thousands)	CSI		Other Healthcare		Total Healthcare
Operating Revenues	$	162,289			$	97,963		$	260,252

Less: Significant Expenses (1)
Cost of Revenue (2)	124,564			50,518			175,082
Other Segment Items (3)	22,068			35,470			57,538
EBITDAP	$	15,657			$	11,975		$	27,632

Pension Service Cost	602			1,763			2,365
Depreciation Expense	293			1,659			1,952

Income from Operations before Amortization of Intangible Assets	$	14,762			$	8,553		$	23,315

Capital Expenditures	$	1,194			$	13,340		$	14,534


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3)	Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.

The Company’s segment information is as follows:


	Three Months Ended September 30, 2025
(in thousands)	Education		Television Broadcasting		Healthcare		Manufacturing	Automotive		Total Segments
Operating Revenues	$	472,662			$	105,087		$	208,415			$	124,257			$	285,228	$	1,195,649
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)										83,835
Intersegment Elimination										(625)
Total Consolidated Revenues										$	1,278,859

Less: Significant Expenses (2)
Cost of Revenue (3)	187,485					130,564		88,082			243,239			649,370
Payroll and Fringe Benefits Expense (4)	122,056			26,218						20,233			168,507
Occupancy Expense	26,486								1,978			28,464
Advertising and Marketing Expense	18,465										18,465
Networking and Programming Expense			30,943								30,943
Management Services (5)								2,075			2,075
Other Segment Items (6)	56,311			15,720			51,431		20,953			9,118			153,533
EBITDAP	$	61,859			$	32,206		$	26,420			$	15,222			$	8,585	$	144,292

Pension Service Cost	4,318			1,475			2,496		866			(1)			9,154
Depreciation Expense	7,085			2,597			1,837		3,219			1,718			16,456

Income from Operations before Amortization of Intangible Assets and Impairment of Intangible and Other Long-Lived Assets	$	50,456			$	28,134		$	22,087			$	11,137			$	6,868	$	118,682

Other Businesses (7)										(21,949)
Corporate Costs										(17,670)
Amortization of Intangible Assets										(9,692)
Impairment of Intangible and Other Long-Lived Assets										(2,235)
Income from Operations										$	67,136
Equity in Earnings of Affiliates, Net										15,780
Interest Expense, Net										(15,700)
Non-Operating Pension and Postretirement Benefit Income, Net										31,047
Gain on Marketable Equity Securities, Net										84,768
Other Income, Net										7
Income Before Income Taxes										$	183,038

Capital Expenditures	$	3,624			$	1,288		$	5,138			$	1,591			$	2,179	$	13,820
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)										6,356
Total Capital Expenditures										$	20,176


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other G&A expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other SG&A expenses.
	(c)	Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
	(d)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division segment information is as follows:


	Three Months Ended September 30, 2025
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other	Intersegment Elimination		Total Education
Operating Revenues	$	294,292			$	92,162		$	86,679			$	280			$	(751)			$	472,662

Less: Significant Expenses (1)
Cost of Revenue (2)	106,644			67,237			14,293				(689)			187,485
Payroll and Fringe Benefits Expense (3)	74,935			5,881			34,892		6,390			(42)			122,056
Occupancy Expense	25,772			183			213		328			(10)			26,486
Advertising and Marketing Expense	7,933			1,733			8,729		70					18,465
Other Segment Items (4)	43,901			282			10,952		1,224			(48)			56,311
EBITDAP	$	35,107			$	16,846		$	17,600			$	(7,732)			$	38			$	61,859

Pension Service Cost	142			1,849			1,929		398					4,318
Depreciation Expense	6,072			314			692		7					7,085

Income (Loss) from Operations before Amortization of Intangible Assets	$	28,893			$	14,683		$	14,979			$	(8,137)			$	38			$	50,456

Capital Expenditures	$	2,470			$	163		$	975			$	16					$	3,624


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

The Company’s healthcare division segment information is as follows:


	Three Months Ended September 30, 2025
(in thousands)	CSI		Other Healthcare		Total Healthcare
Operating Revenues	$	120,382			$	88,033		$	208,415

Less: Significant Expenses (1)
Cost of Revenue (2)	91,710			38,854			130,564
Other Segment Items (3)	15,049			36,382			51,431
EBITDAP	$	13,623			$	12,797		$	26,420

Pension Service Cost	—			2,496			2,496
Depreciation Expense	186			1,651			1,837

Income from Operations before Amortization of Intangible Assets	$	13,437			$	8,650		$	22,087

Capital Expenditures	$	365			$	4,773		$	5,138


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3)	Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.

The Company’s segment information is as follows:


	Nine Months Ended September 30, 2026
(in thousands)	Education		Television Broadcasting		Healthcare		Manufacturing	Automotive		Total Segments
Operating Revenues	$	1,262,569			$	346,487		$	717,243			$	405,915			$	868,036	$	3,600,250
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)										266,487
Intersegment Elimination										(2,202)
Total Consolidated Revenues										$	3,864,535

Less: Significant Expenses (2)
Cost of Revenue (3)	498,211					471,514		295,336			733,998			1,999,059
Payroll and Fringe Benefits Expense (4)	339,286			81,013						61,154			481,453
Occupancy Expense	75,864								6,082			81,946
Advertising and Marketing Expense	57,261										57,261
Networking and Programming Expense			88,106								88,106
Management Services (5)								6,940			6,940
Other Segment Items (6)	119,428			48,790			168,519		62,523			31,259			430,519
EBITDAP	$	172,519			$	128,578		$	77,210			$	48,056			$	28,603	$	454,966

Pension Service Cost	13,666			4,661			5,894		3,727			102			28,050
Depreciation Expense	17,237			6,952			5,779		9,027			5,775			44,770

Income from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale	$	141,616			$	116,965		$	65,537			$	35,302			$	22,726	$	382,146

Other Businesses (7)										(61,602)
Corporate Costs										(56,719)
Amortization of Intangible Assets										(17,808)
Impairment of Goodwill and Asset Group Held for Sale										(19,029)
Income from Operations										$	226,988
Equity in Earnings of Affiliates, Net										11,397
Interest Expense, Net										(43,221)
Non-Operating Pension and Postretirement Benefit Income, Net										248,323
Gain on Marketable Equity Securities, Net										17,929
Other Expense, Net										(4,146)
Income Before Income Taxes										$	457,270

Capital Expenditures	$	14,430			$	5,908		$	20,267			$	7,568			$	10,473	$	58,646
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)										21,535
Total Capital Expenditures										$	80,181


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other G&A expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other SG&A expenses.
	(c)	Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
	(d)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division segment information is as follows:


	Nine Months Ended September 30, 2026
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other	Intersegment Elimination		Total Education
Operating Revenues	$	754,145			$	272,561		$	237,145			$	924			$	(2,206)			$	1,262,569

Less: Significant Expenses (1)
Cost of Revenue (2)	265,681			195,171			38,279				(920)			498,211
Payroll and Fringe Benefits Expense (3)	216,073			11,618			99,188		12,777			(370)			339,286
Occupancy Expense	72,619			486			2,465		1,105			(811)			75,864
Advertising and Marketing Expense	22,885			5,386			28,732		258					57,261
Other Segment Items (4)	81,224			778			34,662		2,772			(8)			119,428
EBITDAP	$	95,663			$	59,122		$	33,819			$	(15,988)			$	(97)			$	172,519

Pension Service Cost	176			5,936			6,063		1,491					13,666
Depreciation Expense	13,945			945			2,317		30					17,237

Income (Loss) from Operations before Amortization of Intangible Assets and Impairment of Goodwill and Asset Group Held for Sale	$	81,542			$	52,241		$	25,439			$	(17,509)			$	(97)			$	141,616

Capital Expenditures	$	11,181			$	1,705		$	1,525			$	19					$	14,430


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

The Company’s healthcare division segment information is as follows:


	Nine Months Ended September 30, 2026
(in thousands)	CSI		Other Healthcare		Total Healthcare
Operating Revenues	$	428,593			$	288,650		$	717,243

Less: Significant Expenses (1)
Cost of Revenue (2)	330,748			140,766			471,514
Other Segment Items (3)	62,743			105,776			168,519
EBITDAP	$	35,102			$	42,108		$	77,210

Pension Service Cost	602			5,292			5,894
Depreciation Expense	887			4,892			5,779

Income from Operations before Amortization of Intangible Assets	$	33,613			$	31,924		$	65,537

Capital Expenditures	$	3,981			$	16,286		$	20,267


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3)	Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.

The Company’s segment information is as follows:


	Nine Months Ended September 30, 2025
(in thousands)	Education		Television Broadcasting		Healthcare		Manufacturing	Automotive		Total Segments
Operating Revenues	$	1,334,206			$	314,625		$	584,375			$	318,480			$	851,791	$	3,403,477
Reconciliation of Revenue
Other Businesses and Corporate Office Revenues (1)										258,943
Intersegment Elimination										(1,874)
Total Consolidated Revenues										$	3,660,546

Less: Significant Expenses (2)
Cost of Revenue (3)	512,589					352,631		223,187			725,185			1,813,592
Payroll and Fringe Benefits Expense (4)	356,003			80,800						59,289			496,092
Occupancy Expense	83,432								5,706			89,138
Advertising and Marketing Expense	58,876										58,876
Networking and Programming Expense			93,507								93,507
Management Services (5)								6,186			6,186
Other Segment Items (6)	147,599			44,850			153,174		55,076			27,560			428,259
EBITDAP	$	175,707			$	95,468		$	78,570			$	40,217			$	27,865	$	417,827

Pension Service Cost	12,954			4,426			7,488		2,596			47			27,511
Depreciation Expense	22,261			7,850			5,346		8,576			5,155			49,188

Income from Operations before Amortization of Intangible Assets and Impairment of Intangible and Other Long-Lived Assets	$	140,492			$	83,192		$	65,736			$	29,045			$	22,663	$	341,128

Other Businesses (7)										(77,062)
Corporate Costs										(49,714)
Amortization of Intangible Assets										(24,757)
Impairment of Intangible and Other Long-Lived Assets										(2,235)
Income from Operations										$	187,360
Equity in Earnings of Affiliates, Net										10,466
Interest Expense, Net										(111,322)
Non-Operating Pension and Postretirement Benefit Income, Net										94,266
Gain on Marketable Equity Securities, Net										117,026
Other Expense, Net										(20,514)
Income Before Income Taxes										$	277,282

Capital Expenditures	$	13,741			$	2,770		$	10,204			$	7,650			$	4,151	$	38,516
Reconciliation of Capital Expenditures
Other Businesses and Corporate Office Capital Expenditures (8)										15,583
Total Capital Expenditures										$	54,099


(1)	Revenue from segments below the quantitative thresholds is attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.
(2)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(4)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(5)	Management and operating services provided by Christopher J. Ourisman and his team of industry professionals.
(6)	Other segment items for each reportable segment include:
	(a)	Education (includes Kaplan International, Kaplan Higher Education and Kaplan Supplemental Education) - training and employment expense, travel meals and entertainment expense, operating fees and other G&A expenses.
	(b)	Television Broadcasting - other broadcast expenses, facilities expenses, third-party commission costs and other SG&A expenses.
	(c)	Healthcare - indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.
	(d)	Manufacturing - payroll and fringe benefits expense (SG&A) and other SG&A expenses.
	(e)	Automotive - advertising and marketing expense and other G&A expenses.
(7)	Profit or loss from operating segments below the quantitative thresholds attributable to Other Businesses as described above. These operating segments did not meet any of the quantitative thresholds for determining reportable segments.
(8)	Capital Expenditures from operating segments below the quantitative thresholds are attributable to Other Businesses and the Corporate Office, as described above. None of these operating segments meet the quantitative thresholds for determining reportable segments.

The Company’s education division segment information is as follows:


	Nine Months Ended September 30, 2025
(in thousands)	Kaplan International		Higher Education		Supplemental Education		Kaplan Corporate and Other	Intersegment Elimination		Total Education
Operating Revenues	$	827,719			$	265,387		$	242,243			$	315			$	(1,458)			$	1,334,206

Less: Significant Expenses (1)
Cost of Revenue (2)	284,162			190,620			39,165				(1,358)			512,589
Payroll and Fringe Benefits Expense (3)	222,257			15,600			101,404		16,806			(64)			356,003
Occupancy Expense	80,337			543			2,099		463			(10)			83,432
Advertising and Marketing Expense	24,876			5,741			27,939		320					58,876
Other Segment Items (4)	107,753			722			35,419		3,717			(12)			147,599
EBITDAP	$	108,334			$	52,161		$	36,217			$	(20,991)			$	(14)			$	175,707

Pension Service Cost	428			5,546			5,788		1,192					12,954
Depreciation Expense	19,014			1,153			2,076		18					22,261

Income (Loss) from Operations before Amortization of Intangible Assets	$	88,892			$	45,462		$	28,353			$	(22,201)			$	(14)			$	140,492

Capital Expenditures	$	8,970			$	828		$	3,920			$	23					$	13,741


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations or align across reportable segments. Cost of revenue excludes charges related to depreciation, which is shown separately above.
(3)	Excludes pension service cost, which is shown separately above. Excludes any payroll and related benefits costs captured in cost of revenue.
(4)	Other segment items for each reportable segment include:
	(a)	Kaplan international - travel meals and entertainment expense, training and employment expense, operating fees and other G&A expenses.
	(b)	Higher education - training and employment expense, operating fees and other G&A expenses.
	(c)	Supplemental education - training and employment expense, operating fees and other G&A expenses.

The Company’s healthcare division segment information is as follows:


	Nine Months Ended September 30, 2025
(in thousands)	CSI		Other Healthcare		Total Healthcare
Operating Revenues	$	324,045			$	260,330		$	584,375

Less: Significant Expenses (1)
Cost of Revenue (2)	237,731			114,900			352,631
Other Segment Items (3)	48,625			104,549			153,174
EBITDAP	$	37,689			$	40,881		$	78,570

Pension Service Cost	—			7,488			7,488
Depreciation Expense	545			4,801			5,346

Income from Operations before Amortization of Intangible Assets	$	37,144			$	28,592		$	65,736

Capital Expenditures	$	901			$	9,303		$	10,204


(1)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)	Cost of revenue reflects the amounts reported and provided to the CODM and does not necessarily reconcile to the Company's Consolidated Statement of Operations. Cost of revenue excludes charges related to depreciation, which is shown separately.
(3)	Other segment items for CSI include indirect costs (e.g. payroll and benefits expenses, G&A expenses) and other SG&A expenses.

Asset information for the Company’s business segments is as follows:


	As of
(in thousands)	September 30, 2026		December 31, 2025
Identifiable Assets
Kaplan international	$	1,394,486			$	1,551,682
Higher education	127,790			174,738
Supplemental education	235,040			247,181
Kaplan corporate and other	27,054			34,973
Education	1,784,370			2,008,574
Television broadcasting	371,459			393,097
CSI	224,674			128,170
Other healthcare	202,855			227,457
Healthcare	427,529			355,627
Manufacturing	563,192			535,006
Automotive	600,900			582,715
Total Segments	3,747,450			3,875,019
Other businesses	376,604			357,408
Corporate office	104,513			79,389
Investments in Marketable Equity Securities	1,069,741			1,081,938
Investments in Affiliates	202,339			229,565
Prepaid Pension Cost	2,789,352			2,772,394

Total Assets	$	8,289,999			$	8,395,713

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition.

This analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto.

Results of Operations

The Company reported net income attributable to common shares of $75.1 million ($17.60 per share) for the third quarter of 2026, compared to $122.9 million ($27.91 per share) for the third quarter of 2025.

Items included in the Company’s net income for the third quarter of 2026:

•a $15.0 million settlement gain related to a retiree annuity pension purchase (after-tax impact of $11.1 million, or $2.59 per share);

•$3.2 million in non-operating expenses related to Separation Incentive Programs (SIPs) and a Voluntary Retirement Incentive Program (VRIP) (after-tax impact of $2.4 million, or $0.55 per share);

•a $0.1 million reduction to interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $0.1 million, or $0.03 per share);

•$15.0 million in net losses on marketable equity securities (after-tax impact of $11.2 million, or $2.62 per share);

•$6.3 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $4.7 million, or $1.10 per share);

•a non-operating loss of $0.6 million from the impairment of equity and cost method investments (after-tax impact of $0.4 million, or $0.10 per share);

•$1.5 million in income tax expense related to the KLG business ($0.34 per share); and

•a $3.9 million income tax benefit recorded in connection with global minimum income tax obligations in non-U.S. jurisdictions ($0.92 per share).

Items included in the Company’s net income for the third quarter of 2025:

•$2.2 million in intangible and other long-lived asset impairment charges at healthcare, automotive and other businesses (after-tax impact of $1.7 million, or $0.39 per share);

•$2.5 million in non-operating expenses related to SIPs (after-tax impact of $1.9 million, or $0.43 per share);

•$0.7 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $6.9 million, or $1.57 per share);

•$84.8 million in net gains on marketable equity securities (after-tax impact of $63.0 million, or $14.31 per share);

•$5.8 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $4.3 million, or $0.98 per share); and

•a net non-operating gain of $17.1 million from earnings and impairment of equity and cost method investments (after-tax impact of $12.7 million, or $2.89 per share).

Revenue for the third quarter of 2026 was $1,326.0 million, up 4% from $1,278.9 million in the third quarter of 2025. The Company reported operating income of $85.5 million for the third quarter of 2026, compared to $67.1 million for the third quarter of 2025. Revenues and operating results increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a decline at education.

For the first nine months of 2026, the Company reported net income attributable to common shares of $385.3 million ($88.92 per share), compared to $183.6 million ($41.75 per share) for the first nine months of 2025.

Items included in the Company’s net income for the first nine months of 2026:

•$24.2 million of impairment charges and loss on sale related to KLG (after-tax impact of $24.8 million, or $5.72 per share);

•a $151.9 million settlement gain related to a retiree annuity pension purchase (after-tax impact of $112.4 million, or $25.94 per share);

•$11.1 million in non-operating expenses related to SIPs and VRIPs (after-tax impact of $8.2 million, or $1.90 per share);

•a $1.0 million reduction to interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $0.9 million, or $0.20 per share);

•$17.9 million in net gains on marketable equity securities (after-tax impact of $13.3 million, or $3.08 per share);

•$6.8 million in net earnings of affiliates whose operations are not managed by the Company (after-tax impact of $5.0 million, or $1.16 per share);

•net non-operating losses of $5.9 million from impairments and sales of equity and cost method investments (after-tax impact of $4.4 million, or $1.02 per share);

•a $68.1 million income tax benefit related to the KLG business ($15.72 per share); and

•$15.3 million in income tax expense recorded in connection with global minimum income tax obligations in non- U.S. jurisdictions ($3.52 per share).

Items included in the Company’s net income for the first nine months of 2025:

•$2.2 million in intangible and other long-lived asset impairment charges (after-tax impact of $1.7 million, or $0.39 per share);

•$9.2 million in non-operating expenses related to SIPs (after-tax impact of $6.8 million, or $1.55 per share);

•$68.3 million in interest expense to adjust the fair value of the mandatorily redeemable noncontrolling interest (after-tax impact of $60.8 million, or $13.83 per share);

•$117.0 million in net gains on marketable equity securities (after-tax impact of $87.0 million, or $19.79 per share);

•$18.1 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $13.5 million, or $3.06 per share); and

•net non-operating gains of $4.4 million from earnings and impairment of equity and cost method investments (after-tax impact of $3.3 million, or $0.74 per share).

Revenue for the first nine months of 2026 was $3,864.5 million, up 6% from $3,660.5 million in the first nine months of 2025. The Company reported operating income of $227.0 million for the first nine months of 2026, compared to $187.4 million for the first nine months of 2025. Revenues and operating results increased at television broadcasting, healthcare, manufacturing, automotive and other businesses, partially offset by a decline at education.

Division Results

Education

Education division revenue totaled $404.3 million for the third quarter of 2026, down 14% from $472.7 million for the same period of 2025. Kaplan reported operating income of $39.3 million for the third quarter of 2026, compared to $49.1 million for the third quarter of 2025.

For the first nine months of 2026, education division revenue totaled $1,262.6 million, down 5% from $1,334.2 million for the same period of 2025. Kaplan reported operating income of $121.9 million for the first nine months of 2026, compared to $135.3 million for the first nine months of 2025.

A summary of Kaplan’s operating results is as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2026		2025		% Change		2026	2025		% Change
Revenue
Kaplan international	$	230,134			$	294,292		(22)			$	754,145	$	827,719	(9)
Higher education	93,865			92,162			2		272,561			265,387	3
Supplemental education	80,805			86,679			(7)		237,145			242,243	(2)
Kaplan corporate and other	369			280			32		924			315	—
Intersegment elimination	(891)			(751)			—		(2,206)			(1,458)	—
	$	404,282			$	472,662		(14)			$	1,262,569	$	1,334,206	(5)
Operating Income (Loss)
Kaplan international	$	17,292			$	28,893		(40)			$	81,542	$	88,892	(8)
Higher education	17,904			14,683			22		52,241			45,462	15
Supplemental education	9,655			14,979			(36)		25,439			28,353	(10)
Kaplan corporate and other	(5,392)			(8,137)			34		(17,509)			(22,201)	21
Amortization of intangible assets	(84)			(1,404)			94		(641)			(5,222)	88
Impairment of goodwill and asset group held for sale	—			—			—		(19,029)			—	—
Intersegment elimination	(87)			38			—		(97)			(14)	—
	$	39,288			$	49,052		(20)			$	121,946	$	135,270	(10)

In the first quarter of 2026, the Company entered into an agreement to sell KLG included in Kaplan International and recorded a $19.0 million pre-tax impairment charge. Excluding the impairment charge, Kaplan’s operating income was up in the first nine months of 2026. The KLG transaction closed on May 1, 2026 and the Company recorded a $5.2 million non-operating pre-tax loss on the sale of the business in the second quarter of 2026.

Kaplan International includes postsecondary education and professional training businesses largely outside the United States (U.S.). Kaplan International revenue decreased 22% for the third quarter of 2026 (23% decrease on a constant currency basis) and decreased 9% for the first nine months of 2026 (12% decrease on a constant currency basis) due to the sale of KLG and broad declines at Pathways, partially offset by increases at Singapore and UK Professional. Kaplan International reported operating income of $17.3 million in the third quarter of 2026, down from $28.9 million in the third quarter of 2025. The decline in operating results was due to broad declines at the Pathways businesses, particularly in the U.S., and meaningful operating income at KLG in the third quarter of 2025 from the seasonally high summer enrollment months. Improved results at UK Professional, Singapore and Kaplan Higher Education UK (formerly Kaplan Open Learning) partially offset this decline. Operating income declined to $81.5 million in the first nine months of 2026, from $88.9 million in the first nine months of 2025. The decline in operating results was from broad declines at the Pathways businesses and increased losses at KLG. Partially offsetting the decline, operating results increased at Singapore, UK Professional, Kaplan Higher Education UK (formerly Kaplan Open Learning) and Australia.

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 2% and 3% for the third quarter and first nine months of 2026, respectively, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 4% for the first nine months of 2026 compared to the first nine months of 2025. For the third quarters and first nine months of 2026 and 2025, Kaplan recorded the full fee from Purdue Global. The Company will continue to assess the fee it records from Purdue Global on a quarterly basis to make a determination as to whether to record all or part of the fee in the future and whether to adjust fee amounts recognized in earlier periods. Higher Education operating results improved in the third quarter and first nine months of 2026 due to an increase in the Purdue Global fee recorded, and a decline in higher education development costs.

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Supplemental Education revenue was down 2% for the first nine months of 2026 due to declines in the retail channel of its exam preparation programs; offset in part by growth in the institutional channel. Operating results decreased in the third quarter and first nine months of 2026 due to revenue declines.

Kaplan corporate and other represents unallocated expenses of Kaplan’s corporate office, other minor businesses and certain shared activities.

In the third quarter of 2026, the Company offered a SIP to certain employees at Supplemental Education, Higher Education and Kaplan corporate; $1.3 million in related non-operating pension expense was recorded in the third quarter of 2026. In the second quarter of 2026, the Company offered a SIP to certain employees at Supplemental Education, Higher Education, Kaplan International and Kaplan corporate; $1.2 million in related non-operating

pension expense was recorded in the second quarter of 2026. In the first quarter of 2026, the Company offered a SIP to certain employees at Kaplan International, Higher Education and Supplemental Education; $1.9 million in related non-operating pension expense was recorded in the first quarter of 2026. In the third quarter of 2025, the Company offered a SIP to certain employees at Higher Education and Supplemental Education; $1.3 million in related non-operating pension expense was recorded in the third quarter of 2025. In the second quarter of 2025, the Company offered a SIP to certain employees at Higher Education and Supplemental Education; $0.7 million in related non-operating pension expense was recorded in the second quarter of 2025. These programs were funded from the assets of the Company’s pension plan.

In the third quarter of 2026, Kaplan entered into an agreement to sell Dublin Business School (DBS) to China Chunlai Education Group Co., Ltd., a provider of private higher education in China. At September 30, 2026, the Company classified the assets and liabilities of DBS as held for sale. The transaction closed on October 27, 2026. Under the terms of the Share Purchase Agreement, Kaplan sold all of the outstanding shares of Accountancy & Business College (Ireland) Limited, which operates DBS, together with certain intellectual property, for $127.5 million.

Television Broadcasting

A summary of television broadcasting’s operating results is as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2026		2025		% Change		2026	2025		% Change
Revenue	$	125,304			$	105,087		19			$	346,487	$	314,625	10
Operating Income	48,459			26,774			81		112,885			79,112	43

Graham Media Group owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users.

Revenue at the television broadcasting division increased 19% to $125.3 million in the third quarter of 2026, from $105.1 million in the same period of 2025. The revenue increase is due to a $29.3 million increase in political advertising revenue, partially offset by a $1.4 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the third quarter of 2026 was up 81% to $48.5 million, from $26.8 million in the same period of 2025, due to higher revenues.

Revenue at the television broadcasting division was up 10% to $346.5 million in the first nine months of 2026, from $314.6 million in the same period of 2025. The revenue increase is due to a $45.0 million increase in political advertising revenue and increases from winter Olympics and Super Bowl advertising revenue at the Company’s NBC affiliates in the first quarter of 2026, partially offset by a $6.6 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the first nine months of 2026 was up 43% to $112.9 million, from $79.1 million in the same period of 2025, due to higher revenues.

While per subscriber rates from cable, satellite and OTT providers have grown, overall cable and satellite subscribers are down due to cord cutting, resulting in retransmission revenue net of network fees in 2026 expected to decline compared with 2025, and this trend is expected to continue.

In the first and second quarters of 2026, the Company offered SIPs to certain employees at the television broadcasting division; $0.6 million and $0.3 million, respectively, in related non-operating pension expense was recorded. In the second and third quarters of 2025, the Company offered SIPs to certain employees at the television broadcasting division; $0.1 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

In May 2026, the Company’s television station in Orlando (WKMG) entered into a new network affiliation agreement with CBS that covers the period July 1, 2026 through December 31, 2027. In March 2026, the Company’s television station in San Antonio (KSAT) entered into a new network affiliation agreement with ABC that covers the period April 1, 2026 through March 31, 2030.

Healthcare

Healthcare division revenue totaled $260.3 million for the third quarter of 2026, up 25% from $208.4 million for the same period of 2025. Healthcare reported operating income of $23.2 million for the third quarter of 2026, compared to $21.0 million for the third quarter of 2025.

Healthcare division revenue totaled $717.2 million for the first nine months of 2026, up 23% from $584.4 million for the same period of 2025. Healthcare reported operating income of $65.3 million for the first nine months of 2026, compared to $64.4 million for the same period of 2025.

A summary of healthcare division’s operating results is as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2026		2025		% Change		2026	2025		% Change
Revenue
CSI	$	162,289			$	120,382		35			$	428,593	$	324,045	32
Other Healthcare	97,963			88,033			11		288,650			260,330	11
	$	260,252			$	208,415		25			$	717,243	$	584,375	23
Operating Income
CSI	$	14,741			$	13,397		10			$	33,551	$	37,037	(9)
Other Healthcare	8,503			7,595			12		31,729			27,369	16
	$	23,244			$	20,992		11			$	65,280	$	64,406	1

The healthcare group provides nursing care and prescription services for patients receiving in-home infusion treatments through its 93.4% interest in CSI Pharmacy Holding Company, LLC (CSI). In August 2025, CSI purchased Pine Drug Holdings, LLC and was issued a California pharmacy license, with dispensing operations commencing late in the fourth quarter of 2025. CSI revenue increased 35% and 32% for the third quarter and first nine months of 2026, respectively, from continued expansion of treatment offerings and patient service areas. Operating results were up 10% in the third quarter of 2026 due to improved operating margins for certain products from the first half of 2026, partially offset by increased incentive compensation expense. Operating results were down for the first nine months of 2026 due to various operational investments including expanding CSI’s pharmacy facility locations; lower operating margins for certain products compared with the first nine months of 2025; and increased incentive compensation expense. The Company expects continued revenue growth at CSI for the remainder of 2026 compared with 2025.

Healthcare also includes Graham Healthcare Group (GHG), which provides home health and hospice services in seven states. In March 2026, GHG acquired Covenant Home Health of Havertown, PA, a home health provider in Eastern Pennsylvania. Healthcare also includes four other businesses: Clarus (provides call management SaaS-based solution for physician groups and hospitals), Impact Medical (an allergy, asthma and immunology physician practice), Skin Clique (a concierge provider of aesthetics products and services) and Surpass Behavioral Health (provides therapy for autism patients). Revenue increased in other healthcare by 11% in both the third quarter and first nine months of 2026 from growth in home health and hospice services and the other healthcare businesses. Operating results improved at home health and hospice in the third quarter and first nine months of 2026, partly due to a reduction in pension expense. Overall, operating results declined at the four other healthcare businesses in the third quarter and first nine months of 2026.

In the third quarter of 2025, home health and hospice recorded $1.0 million of lease impairment charges.

The Company also holds interests in four home health and hospice joint ventures managed by GHG, whose results are included in equity in earnings of affiliates in the Company’s Condensed Consolidated Statements of Operations. The Company recorded equity in earnings of $2.9 million for each of the third quarters of 2026 and 2025 from these joint ventures. The Company recorded equity in earnings of $10.0 million and $9.6 million for the first nine months of 2026 and 2025, respectively, from these joint ventures.

Manufacturing

A summary of manufacturing’s operating results is as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2026		2025		% Change		2026	2025		% Change
Revenue	$	147,601			$	124,257		19			$	405,915	$	318,480	27
Operating Income	8,998			6,695			34		24,099			19,741	22

Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications, and aluminum cladding products for the non-residential market; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce, a manufacturer of screw jacks and other linear motion systems; and Forney, a global supplier of products and systems that control and monitor combustion processes in electric utility and industrial applications. On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC, a wholly-owned subsidiary of

Arconic Corporation (operating as Hoover Architectural Solutions), which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of $107.5 million in net pension obligations.

Manufacturing revenues increased 19% and 27% in the third quarter and first nine months of 2026, respectively, due to increased revenues at Hoover, Joyce and Forney, partially offset by lower revenues at Dekko. The revenue increase at Hoover for the first nine months of 2026 is due largely to the Hoover Architectural Solutions business acquisition. Excluding the acquisition, overall volumes increased in the third quarter and first nine months of 2026. Hoover results included wood gains on inventory sales in both the third quarter and first nine months of 2026 and 2025. Manufacturing operating results improved in the third quarter of 2026 due largely to significant growth at Forney, and growth at Joyce. Manufacturing operating results increased in the first nine months of 2026 due to significant growth at Joyce and Forney, and improved results at Dekko. The increase was partially offset by an overall decline at Hoover from increased intangible asset amortization and transition costs related to the Arconic acquisition.

In the third quarter of 2026, the Company offered a SIP to certain employees at Dekko; $0.1 million in related non-operating pension expense was recorded. In the second quarter of 2026, the Company offered a VRIP to certain employees at Dekko; $2.0 million in related non-operating pension expense was recorded. In the first quarter of 2026, the Company offered a SIP to certain employees at Dekko and Joyce; $0.2 million in related non-operating pension expense was recorded. In the third quarter of 2025, the Company offered a SIP to certain employees at Joyce; $0.1 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

Automotive

A summary of automotive’s operating results is as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2026		2025		% Change		2026	2025		% Change
Revenue	$	299,060			$	285,228		5			$	868,036	$	851,791	2
Operating Income	9,338			6,308			48		22,711			22,093	3

Automotive includes eight automotive dealerships in the Washington, DC metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge, Ourisman Toyota of Richmond, and Ourisman Kia of Bethesda. In addition, on October 21, 2025, the Company acquired a Honda automotive dealership in Woodbridge, VA, including the real property for the dealership operations. Automotive also includes Roda, which provides valet automotive repair services in the Washington, DC metropolitan area. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operate and manage the dealerships; the Company holds a 90% stake.

The Company ceased operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025. As a result, the Company recorded a $0.6 million intangible asset impairment charge on the related franchise agreement in the third quarter of 2025.

Revenues for the third quarter of 2026 increased 5% due partly to increased revenues from the Honda of Woodbridge dealership acquisition, offset by the closure of the Ourisman Jeep of Bethesda dealership in September 2025. Excluding these dealerships, revenues were down mostly from declines in new and used vehicle sales, partially offset by sales growth for services and parts. Operating results were up in the third quarter of 2026 due largely to earnings from the Honda of Woodbridge dealership acquisition, the closure of the Ourisman Jeep of Bethesda dealership, and higher overall gross profits on new vehicles and services and parts, partially offset by lower gross profits on used vehicles.

Revenues for the first nine months of 2026 increased 2%, due partly to increased revenues from the Honda of Woodbridge dealership acquisition, offset by the closure of the Ourisman Jeep of Bethesda dealership in September 2025. Excluding these dealerships, revenues were down mostly from declines in new and used vehicle sales, partially offset by sales growth for services and parts. Operating results were up slightly in the first nine months of 2026 due largely to earnings from the Honda of Woodbridge dealership acquisition, the closure of the Ourisman Jeep of Bethesda dealership, and higher overall gross profits on services and parts, partially offset by lower gross profits on new and used vehicles.

Other Businesses

A summary of revenue by category for other businesses:


	Three Months Ended				Nine Months Ended
	September 30		%		September 30		%
	2026		2025		Change		2026	2025		Change
Operating Revenues
Specialty (1)	$	40,642			$	36,517		11			$	125,467	$	118,030	6
Retail (2)	31,112			27,539			13		88,797			80,918	10
Media (3)	17,689			19,159			(8)		49,945			58,134	(14)
	$	89,443			$	83,215		7			$	264,209	$	257,082	3

____________


(1)	Includes Clyde’s Restaurant Group (CRG), Decile and Supporting Cast
(2)	Includes Framebridge, Saatchi Art and Society6
(3)	Includes Slate, Foreign Policy, Code3, World of Good Brands (WGB) (sold in 2025) and City Cast

Overall, revenue from other businesses increased 3% in the first nine months of 2026. Specialty revenue increased due to revenue growth at CRG and Supporting Cast. Retail revenue increased due to revenue growth at Framebridge and Saatchi Art, partially offset by lower revenue at Society6. Media revenue declined due to the sale of WGB and lower revenue at Slate and Code3, partially offset by revenue growth at Foreign Policy and City Cast.

Overall, operating losses at other businesses were down in the first nine months of 2026, due to a reduction of losses from the sale of WGB and improved results at Society6, Saatchi Art, Code3, Decile, and Supporting Cast, partially offset by declines at CRG, Framebridge, Slate, City Cast and Foreign Policy.

Clyde’s Restaurant Group

CRG owns and operates 14 restaurants and entertainment venues in the Washington, DC metropolitan area, including Old Ebbitt Grill and The Hamilton. Revenue was up in the third quarter and first nine months of 2026. CRG reported an operating loss for the third quarter of 2026 and 2025, with improved results in the third quarter of 2026. CRG reported an operating profit for the first nine months of 2026 and 2025, with operating results down for 2026 due to severe weather conditions and the temporary closure of two restaurants and related repair work that was completed early in the first quarter of 2026.

In the second quarter of 2026, operations commenced under a Clyde’s licensing agreement at Dulles International Airport. CRG plans to open a new restaurant in Reston, VA in the fourth quarter of 2026.

Framebridge

Framebridge is a custom framing service company, headquartered in the Washington, DC metropolitan area, with 54 retail locations, and five manufacturing facilities in Kentucky, Virginia, Nevada (opened in the third quarter of 2025) and Massachusetts (opened in the third quarter of 2026). In the first nine months of 2026, Framebridge opened ten new retail stores. Framebridge plans to open additional stores and manufacturing facilities in the fourth quarter of 2026, and continues to actively explore other opportunities for further store and manufacturing expansion.

Revenues grew in the third quarter and first nine months of 2026 due to an increase in retail revenue from same-store sales growth and operating additional retail stores compared to the same periods in 2025, and a modest increase in online revenues. Framebridge is an investment stage business and reported significant operating losses in the first nine months of 2026 and 2025. Framebridge operating results include ongoing expansion investments from new retail store openings and manufacturing facilities.

In the third quarter of 2026, the Company offered a SIP to certain employees at Framebridge; $1.0 million in related non-operating pension expense was recorded. In the first quarter of 2026, the Company offered a SIP to certain employees at Framebridge; $0.2 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

Other

Other businesses also include Code3, a performance marketing agency focused on driving performance for brands through three core elements of digital success: media, creative and commerce; Slate and Foreign Policy, which publish online and print magazines and websites; Saatchi Art and Society6, which offer art and designs of various consumer products; and three investment stage businesses, Decile, City Cast and Supporting Cast. Saatchi Art, Supporting Cast, Foreign Policy, and City Cast reported revenue growth in the first nine months of 2026, while Society6, Slate, Code3 and Decile reported revenue declines. Losses from City Cast, Society6, Slate, Decile and

Saatchi Art in the first nine months of 2026 adversely affected operating results, while Foreign Policy, Supporting Cast and Code3 reported an operating profit.

In the third quarter of 2026, the Company offered a SIP to certain employees at Saatchi Art; $0.1 million in related non-operating pension expense was recorded. In the second quarter of 2026, the Company offered a SIP to certain employees at Code3 and Slate; $0.3 million in related non-operating pension expense was recorded. In the first quarter of 2026, the Company offered SIPs to certain employees at Slate and Code3; $1.0 million in related non-operating pension expense was recorded. In the third quarter of 2025, the Company offered SIPs to certain employees at Code3, Saatchi Art and Society6; $1.1 million in related non-operating pension expense was recorded. In the second quarter of 2025, the Company offered SIPs to certain employees at Code3, Saatchi Art, Society6, WGB and Decile; $5.2 million in related non-operating pension expense was recorded. In the first quarter of 2025, WGB offered a SIP; $0.6 million in related non-operating pension expense was recorded. These programs were funded from the assets of the Company’s pension plan.

Corporate Office

Corporate office includes the expenses of the Company’s corporate office and certain continuing obligations related to prior business dispositions. Corporate expenses were higher in the first nine months of 2026 due largely to increased costs related to employee healthcare and legal professional services.

In the third quarter of 2026, the Company offered a VRIP to certain employees at the Corporate office; $0.8 million in related non-operating pension expense was recorded. This program was funded from the assets of the Company’s pension plan.

Equity in Earnings (Losses) of Affiliates

At September 30, 2026, the Company held an approximate 25.6% interest in Intersection, a company that provides digital marketing and advertising services and products for cities, transit systems, airports, and other public and private spaces; and a 41.5% interest on a fully diluted basis in Realm. The Company also holds interests in several other affiliates, including a number of home health and hospice joint ventures managed by GHG and a joint venture managed by Kaplan. Overall, the Company recorded equity in losses of affiliates of $3.6 million for the third quarter of 2026, compared to earnings of $15.8 million for the third quarter of 2025. These amounts include $6.3 million and $5.8 million in net losses for the third quarter of 2026 and 2025, respectively, from affiliates whose operations are not managed by the Company. The 2026 amount also includes a $0.5 million impairment loss on one of the Company’s investment in affiliates. The 2025 amount includes a gain of $18.6 million in equity earnings related to the Company’s investment in Intersection.

The Company recorded equity in earnings of affiliates of $11.4 million for the first nine months of 2026, compared to $10.5 million for the first nine months of 2025. These amounts include $6.8 million in net earnings and $18.1 million in net losses for the first nine months of 2026 and 2025, respectively, from affiliates whose operations are not managed by the Company. The 2026 amount also includes $6.3 million impairment losses on the Company’s investment in Realm and one of the Company’s other investment in affiliates. The 2025 amount also includes a gain of $18.6 million in equity earnings related to the Company’s investment in Intersection.

Net Interest Expense and Related Balances

On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033 (the Notes). Interest is paid semi-annually on June 1 and December 1. Also on November 24, 2025, the Company used the net proceeds from the sale of the Notes, together with the borrowings under the revolving credit agreement, to (i) redeem the $400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing $150 million term loan. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.

The Company incurred net interest expense of $14.2 million and $43.2 million for the third quarter and first nine months of 2026, compared to $15.7 million and $111.3 million for the third quarter and first nine months of 2025.

The Company recorded a reduction in interest expense of $0.1 million and $1.0 million in the third quarter and first nine months of 2026, respectively, compared to interest expense of $0.7 million and $68.3 million in the third quarter and first nine months of 2025, to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG. The significant adjustment recorded in the first quarter of 2025 is largely related to a substantial increase in the estimated fair value of CSI. On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

At September 30, 2026, the Company had $853.4 million in borrowings outstanding at an average interest rate of 5.8%, and cash, marketable equity securities and other investments of $1,246.2 million, excluding DBS cash classified as held for sale. At September 30, 2026, the Company had $186.2 million outstanding on its $400 million revolving credit facility.

Non-operating Pension and Postretirement Benefit Income, net

The Company recorded net non-operating pension and postretirement benefit income of $47.6 million and $248.3 million for the third quarter and first nine months of 2026, compared to $31.0 million and $94.3 million for the third quarter and first nine months of 2025.

In the third quarter and first nine months of 2026, the Company recorded a pre-tax, noncash settlement gain of $15.0 million and $151.9 million, respectively, in connection with the purchase of an irrevocable group annuity contract from an insurance company.

In the third quarter of 2026, the Company recorded $3.2 million in expenses related to non-operating SIPs and a VRIP at Kaplan, manufacturing, other businesses and the Corporate office. In the second quarter of 2026, the Company recorded $3.8 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, and other businesses and a VRIP at manufacturing. In the first quarter of 2026, the Company recorded $4.1 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, manufacturing, other businesses and the Corporate office.

In the third quarter of 2025, the Company recorded $2.5 million in expenses related to non-operating SIPs at Kaplan, the television broadcasting division, manufacturing and other businesses. In the second quarter of 2025, the Company recorded $6.0 million in expenses related to non-operating SIPs at the education and television broadcasting divisions and other businesses. In the first quarter of 2025, the Company recorded $0.6 million in expenses related to non-operating SIPs at other businesses.

Gain (Loss) on Marketable Equity Securities, net

Overall, the Company recognized $15.0 million in net losses and $17.9 million in net gains on marketable equity securities in the third quarter and first nine months of 2026, compared to $84.8 million and $117.0 million in net gains on marketable equity securities in the third quarter and first nine months of 2025.

Other Non-Operating (Expense) Income

The Company recorded total other non-operating expense, net, of $1.2 million for the third quarter of 2026, compared to a nominal net other non-operating income amount for the third quarter of 2025. The 2026 amounts included $1.5 million in foreign currency losses, partially offset by other items. The 2025 amounts included $1.1 million in foreign currency gains and other items; partially offset by $1.5 million in impairments on cost method investments.

The Company recorded total other non-operating expense, net, of $4.1 million for the first nine months of 2026, compared to $20.5 million for the first nine months of 2025. The 2026 amounts included a $5.2 million loss on the sale of KLG and $2.0 million in foreign currency losses, partially offset by a $0.5 million gain on sale of a cost method investment and other items. The 2025 amounts included $14.2 million in impairments on cost method investments and $7.7 million in foreign currency losses; partially offset by a $0.4 million gain on sale of businesses and other items.

Provision for Income Taxes

The Company’s effective tax rate for the first nine months of 2026 and 2025 was 14.6% and 30.6%, respectively.

The Company recognized a U.S. income tax expense of $1.5 million and a benefit of $68.1 million during the third quarter and first nine months of 2026, respectively, in connection with the restructuring and sale of the KLG business. As a result of this significant U.S. income tax benefit, the Company recorded a non-U.S. global minimum corporate top-up income tax benefit of $3.9 million and an expense of $15.3 million in the third quarter and first nine months of 2026, respectively. This accrual relates to non-U.S. jurisdictions that have not yet enacted legislation adopting recent guidance from the Organization for Economic Co-operation and Development (OECD), which would exempt U.S. parent multinational groups from Pillar Two top-up tax on their U.S. source income. The enactment of legislation in the U.K. and other jurisdictions would have a favorable impact on the Company’s income tax provision and could result in a complete reversal of the $15.3 million accrued amount without payment.

The Company’s effective tax rate for the first nine months of 2025 was based on the estimated full year 2025 effective tax rate, which includes the adverse impact of the permanent difference related to the interest expense recorded to adjust the fair value of the mandatorily redeemable noncontrolling interest at GHG.

Earnings Per Share

The calculation of diluted earnings per share for the third quarter and first nine months of 2026 was based on 4,242,985 and 4,308,638 weighted average shares outstanding, respectively, compared to 4,377,884 and 4,369,922 for the third quarter and first nine months of 2025. At September 30, 2026, there were 4,185,665 shares outstanding. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock; the Company has remaining authorization for 285,953 shares as of September 30, 2026.

Financial Condition: Liquidity and Capital Resources

The Company considers the following when assessing its liquidity and capital resources:


	As of
(In thousands)	September 30, 2026		December 31, 2025
Cash and cash equivalents	$	154,326			$	266,988
Restricted cash	17,756			44,417
Investments in marketable equity securities and other investments	1,074,071			1,088,970
Total debt	853,434			880,756

Cash generated by operations is the Company’s primary source of liquidity. The Company maintains investments in a portfolio of marketable equity securities, which is considered when assessing the Company’s sources of liquidity. An additional source of liquidity includes the undrawn portion of the Company’s $400 million revolving credit facility, amounting to $210.1 million at September 30, 2026.

During the first nine months of 2026, the Company’s cash and cash equivalents decreased by $87.9 million after adjusting for the inclusion of $24.8 million of cash and cash equivalents included in current assets held for sale following the classification of the Dublin Business School disposal group as held for sale. The decrease in cash and cash equivalents is due to share repurchases; capital expenditures; business acquisitions and dispositions; dividend payments; the redemption of noncontrolling interests; and net repayments of borrowings. The decrease was partially offset by cash generated from operations, proceeds from the net sale of marketable equity securities and the repayment of a related party loan. In the first nine months of 2026, the Company’s borrowings decreased by $27.3 million, primarily due to repayments under the revolving credit facility and commercial notes at the automotive subsidiary, partially offset by increases in other debt.

As of September 30, 2026 and December 31, 2025, the Company had money market investments of $7.9 million and $5.3 million, that are included in cash and cash equivalents. At September 30, 2026, the Company held approximately $116 million in cash and cash equivalents in businesses domiciled outside the U.S. that includes $24.8 million of cash and cash equivalents included in current assets held for sale, of which approximately $2 million is not available for immediate use in operations or for distribution. Additionally, Kaplan’s business operations outside the U.S. retain cash balances to support ongoing working capital requirements, capital expenditures, and regulatory requirements. As a result, the Company considers a significant portion of the cash and cash equivalents balance held outside the U.S. as not readily available for use in U.S. operations.

At September 30, 2026, the fair value of the Company’s investments in marketable equity securities was $1,069.7 million, which includes investments in the common stock of six publicly traded companies. During the first nine months of 2026, the Company purchased $25.0 million of marketable equity securities and sold marketable equity securities that generated proceeds of $54.6 million. At September 30, 2026, the net unrealized gain related to the Company’s investments totaled $814.5 million.

The Company had working capital of $1,017.3 million and $1,042.5 million at September 30, 2026 and December 31, 2025, respectively. The Company maintains working capital levels consistent with its underlying business requirements and consistently generates cash from operations in excess of required interest or principal payments.

At September 30, 2026 and December 31, 2025, the Company had borrowings outstanding of $853.4 million and $880.8 million, respectively. The Company’s borrowings at September 30, 2026 were mostly from $500.0 million of 5.625% unsecured notes due December 1, 2033, $186.2 million in outstanding borrowings under the Company’s revolving credit facility, and real estate and capital term loans of $146.4 million at the automotive subsidiary. The Company’s borrowings at December 31, 2025 were mostly from $500.0 million of 5.625% unsecured notes due December 1, 2033, $222.5 million in outstanding borrowings under the Company’s revolving credit facility, and real estate and capital term loans of $155.9 million at the automotive subsidiary.

On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033. Interest is paid semi-annually on June 1 and December 1. Also on November 24, 2025, the Company used the net proceeds from the sale of the notes, together with the borrowings under the revolving credit agreement, to (i) redeem the $400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing $150 million term loan.

In combination with the issuance of the Notes, the Company amended and restated the Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, to, among other things, (i) increase the Company’s borrowing capacity by replacing the existing revolving commitments with a new revolving credit facility in the aggregate principal amount of $400 million, (ii) extend the maturity of the facility to November 24, 2030, and (iii) increase the letter of credit sublimit to $40 million.

On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.

During the nine months ended September 30, 2026 and 2025, the Company had average borrowings outstanding of approximately $906.7 million and $835.2 million, respectively, at average annual interest rates of approximately 5.8% and 6.0%, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred net interest expense of $43.2 million and $111.3 million, respectively. Included in the net interest expense for the nine months ended September 30, 2026 and 2025 is a $1.0 million reduction in interest expense and $68.3 million of interest expense, respectively, to adjust the fair value of the mandatorily redeemable noncontrolling interest (see Notes 7 and 8).

On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest related to GHC One, including CSI, for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

The settlement agreement resulted in a $66.2 million increase to the mandatorily redeemable noncontrolling interest obligation, which the Company recorded as interest expense in the first quarter of 2025. The remaining mandatorily redeemable noncontrolling interest obligation related to GHC One and GHC Two was $7.3 million at September 30, 2026.

On October 21, 2026, Moody’s affirmed the Company’s credit rating and maintained the outlook as Stable. On June 15, 2026, Standard & Poor’s affirmed the Company’s credit rating and maintained the outlook as Stable.

The Company’s current credit ratings are as follows:


	Moody’s	Standard & Poor’s
Long-term	Ba1	BB
Outlook	Stable	Stable

The Company expects to fund its estimated capital needs primarily through existing cash balances and internally generated funds, and, as needed, from borrowings under its revolving credit facility. As of September 30, 2026, the Company had $186.2 million outstanding under the $400 million revolving credit facility. In management’s opinion, the Company will have sufficient financial resources to meet its business requirements in the next 12 months, including working capital requirements, capital expenditures, interest payments, potential acquisitions and strategic investments, dividends and stock repurchases.

In summary, the Company’s cash flows for each period were as follows:


	Nine Months Ended September 30
(In thousands)	2026		2025
Net cash provided by operating activities	$	280,832			$	318,896
Net cash used in investing activities	(69,721)			(98,362)
Net cash used in financing activities	(304,609)			(290,817)
Effect of currency exchange rate change	(1,861)			9,533
Net decrease in cash and cash equivalents and restricted cash	$	(95,359)			$	(60,750)

Operating Activities. Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. The Company’s net cash flow provided by operating activities were as follows:


	Nine Months Ended September 30
(In thousands)	2026		2025
Net Income	$	390,370			$	192,382
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and goodwill and other asset impairments	91,631			86,496
Amortization of lease right-of-use asset	43,707			44,229
Net pension benefit, settlement gain and early retirement and special separation benefit expense	(215,165)			(61,090)
Other non-cash activities	49,486			(59,958)
Change in operating assets and liabilities	(79,197)			116,837
Net Cash Provided by Operating Activities	$	280,832			$	318,896

Net cash provided by operating activities consists primarily of cash receipts from customers, less disbursements for costs, benefits, income taxes, interest and other expenses.

For the first nine months of 2026 compared to the first nine months of 2025, the decrease in net cash provided by operating activities is primarily driven by changes in operating assets and liabilities, offset by higher net income, net of non-cash adjustments. Changes in operating assets and liabilities were driven by higher purchases of inventory and a significant decrease in the interest expense related to the mandatorily redeemable noncontrolling interest.

Investing Activities. The Company’s net cash flow used in investing activities were as follows:


	Nine Months Ended September 30
(In thousands)	2026		2025
Purchases of property, plant and equipment	$	(65,013)			$	(48,618)
Net (payments on) proceeds from disposition of businesses, property, plant and equipment and investments	(37,900)			7,747
Net proceeds from sales (purchases) of marketable equity securities	29,622			(29,823)
Proceeds from repayment of related party loan	20,000			—
Investments in certain businesses, net of cash acquired	(18,362)			(19,486)
Investments in equity affiliates and cost method investments	(204)			(10,512)
Other	2,136			2,330
Net Cash Used in Investing Activities	$	(69,721)			$	(98,362)

Capital Expenditures. The amounts reflected in the Company’s Condensed Consolidated Statements of Cash Flows are based on cash payments made during the relevant periods, whereas the Company’s capital expenditures for the first nine months of 2026 and 2025 disclosed in Note 16 to the Condensed Consolidated Financial Statements include assets acquired during the period. The Company estimates that its capital expenditures will be in the range of $95 million to $105 million in 2026.

Disposition of Businesses. In May 2026, Kaplan completed the sale of the KLG business, which is included in Kaplan International. KLG comprised Kaplan International Languages, Alpadia Language Schools, Azurlingua and English as a second language (ESL) Education. In April 2025, Kaplan completed the sale of a small business, BridgeU Limited, which was included in Kaplan International. In the first half of 2025, WGB completed the sale of various websites and related businesses that made up the WGB operations. All remaining WGB operations were substantially shut down by the end of the third quarter of 2025.

Net proceeds from sales (purchases) of marketable equity securities. During the first nine months of 2026, the Company sold marketable equity securities that generated proceeds of $54.6 million. There were no sales of marketable equity securities during the first nine months of 2025. The Company purchased $25.0 million and $29.8 million of marketable equity securities during the first nine months of 2026 and 2025, respectively.

Proceeds from repayment of related party loan. During the first nine months of 2026, the Company received the $20.0 million from Purdue Global related to the advance during the initial KU transaction.

Acquisitions. During the first nine months of 2026, the Company acquired two small businesses, one in March and one in July, both of which are included in other healthcare businesses. In July 2025, Hoover acquired 100% of Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation, which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in

Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of $107.5 million in net pension obligations. In June 2025, Kaplan acquired one small business which is included in its supplemental education division.

Transactions with equity affiliates. In September 2025, the Company invested an additional $29.3 million in its equity affiliate Intersection. Intersection used a portion of the additional investment to settle, in a non-cash exchange, $19.3 million of the outstanding amount owed to the Company on the $30 million term loan extended in April 2023.

Financing Activities. The Company’s net cash flow used in financing activities were as follows:


	Nine Months Ended September 30
(In thousands)	2026		2025
Common shares repurchased	$	(198,598)			$	(3,468)
Net (payments) borrowings under revolving credit facility	(31,258)			600
Repayments of borrowings	(21,535)			(22,089)
Net proceeds from (repayments of) vehicle floor plan payable	4,863			(27,897)
Issuance of borrowings	1,800			—
Dividends paid	(24,285)			(23,508)
Purchase of noncontrolling interests	(17,526)			(1,761)
Distributions paid to noncontrolling interests	(5,269)			(191,609)
Other	(12,801)			(21,085)
Net Cash Used in Financing Activities	$	(304,609)			$	(290,817)

Common Stock Repurchases. During the first nine months of 2026, the Company purchased a total of 176,529 shares of its Class B common stock at a cost of approximately $200.6 million, including commissions and accrued excise tax of $2.0 million. On September 12, 2024, the Board of Directors authorized the Company to acquire up to 500,000 shares of its Class B common stock. The Company did not announce a ceiling price or time limit for the purchases. At September 30, 2026, the Company had remaining authorization from the Board of Directors to purchase up to 285,953 shares of Class B common stock.

Borrowings and Vehicle Floor Plan Payable. In the first nine months of 2026, the Company repaid amounts borrowed under the $400 million revolving credit facility and the commercial notes at the automotive subsidiary, and made additional borrowings of other debt. In the first nine months of 2025, the Company repaid amounts borrowed under the term loan, commercial notes at the automotive subsidiary and other debt. In the first nine months of 2026 and 2025, the Company used vehicle floor plan financing to fund the purchase of new, used and service loaner vehicles at its automotive subsidiary. The proceeds from (repayments of) vehicle floor plan payable fluctuates with changes in the amount of vehicle inventory held by the automotive dealerships.

Dividends. The quarterly dividend rate per share was $1.88 and $1.80 for the first nine months of 2026 and 2025, respectively. The Company expects to pay a dividend of $7.52 per share in 2026.

Transactions with minority shareholders. In July 2026, CSI exercised its call option to purchase some of the minority-owned interest of CSI for $1.9 million. CSI paid cash of $0.2 million and entered into promissory notes for the remaining $1.7 million. In March 2026, the Company acquired some of the minority-owned shares of CSI for a total amount of $41.0 million. The Company paid cash of $16.4 million and entered into promissory notes with the minority owners for the remaining $24.6 million. In January 2026, pursuant to the exercise of a put right, the Company purchased some of the minority-owned interest of Clarus for $1.0 million.

In October 2026, the Company acquired the 49% minority-owned shares of Skin Clique for $18.4 million; the Company now owns 100% of Skin Clique.

Other. During the first nine months of 2026 and 2025, the Company paid $0.4 million and $7.0 million, respectively, related to deferred payments from prior acquisitions.

There were no other significant changes to the Company’s contractual obligations or other commercial commitments from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Forward-Looking Statements

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in this report, in the Company’s Annual Report on Form 10-K and in the Company’s 2025 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company’s management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, the Company’s business strategies and objectives, the prospects for growth in the Company’s various business operations, the Company’s future financial performance, and the risks and uncertainties described in Item 1A of the Company’s Annual Report on Form 10-K. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is exposed to market risk in the normal course of its business due primarily to its ownership of marketable equity securities, which are subject to equity price risk; to its borrowing and cash-management activities, which are subject to interest rate risk; and to its foreign business operations, which are subject to foreign exchange rate risk. The Company’s market risk disclosures set forth in its 2025 Annual Report filed on Form 10-K have not otherwise changed significantly.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

An evaluation was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and the Company’s Chief Financial Officer (principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of September 30, 2026. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as designed and implemented, are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the quarter ended September 30, 2026, the Company purchased shares of its Class B Common Stock as set forth in the following table:


Period	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plan(2)	Maximum Number of Shares that May Yet Be Purchased Under the Plan(2)
July 1 - 31	20,893		$	1,182.59		20,893		331,118
August 1 - 31	17,846		1,192.72		17,846		313,272
September 1 - 30	27,319		1,148.54		27,319		285,953
	66,058		$	1,171.25		66,058

(1) Average price paid per share includes costs associated with repurchases, including commissions and excise taxes.

(2) On September 12, 2024, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 500,000 shares of its Class B Common Stock. This authorization includes shares that remained under the previous authorization. There is no expiration date for this authorization. Share purchases made during the quarter ended September 30, 2026 were open market transactions or transactions to settle employee tax withholding obligations related to the vesting of restricted stock awards.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2026, the following directors or officers of the Company (as defined in Rule 16a-1(f) of the Exchange Act) adopted a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K:

On September 22, 2026, Marcel A. Snyman, the Company’s Vice President and Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 213 shares of the Company’s Class B common stock acquired upon the vesting of restricted stock awards held by Mr. Snyman. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the restricted stock awards subject to the trading plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement is January 6, 2027, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until February 26, 2027, or earlier if all transactions under the trading arrangement are completed.

During the quarter ended September 30, 2026, no other directors or officers of the Company (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Item 6. Exhibits.


Exhibit Number	Description

3.1	Restated Certificate of Incorporation of the Company dated November 13, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003).

3.2	Certificate of Amendment, effective November 29, 2013, to the Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 29, 2013).

3.3	By-Laws of the Company as amended and restated through September 12, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 12, 2024).

4.1	Senior Notes Indenture dated as of November 24, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 24, 2025).

31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

32	Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer. *

101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		GRAHAM HOLDINGS COMPANY
		(Registrant)

Date: October 29, 2026		/s/ Timothy J. O’Shaughnessy
		Timothy J. O’Shaughnessy, President & Chief Executive Officer (Principal Executive Officer)

Date: October 29, 2026		/s/ Wallace R. Cooney
		Wallace R. Cooney, Chief Financial Officer (Principal Financial Officer)

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Three Months Ended
September 30

Nine Months Ended
September 30

(in thousands)

Weighted average restricted stock