GHC 10-K & 10-Q changes, risk factors and insider trading

• Changes in International Laws and Regulations, Related Policy Announcements, Travel Restrictions and Sanctions.

• Difficulties and Expenses in Managing Properties in England and Scotland.

• Difficulties in Managing Foreign Operations and Failure to Comply with Foreign Regulatory Requirements.

• Changes in U.K. and International Tax Laws.

• Possible Changes to the Department of Education.

• Failure to Comply with Statutory and Regulatory Requirements as a Third-PartyThird Party Servicer to Title IV Participating Institutions.

• Failure to Comply with the ED’s Title IV Incentive Compensation Rule.

• Failure to Comply with the ED’s Title IV Misrepresentation Regulations.

• Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims.

• Noncompliance with Regulations by KNA’s Client Institutions.

• Failure to Realize the Anticipated Benefits of the Purdue Global Transaction.

• Regulatory Changes and Developments.

• Reductions in the Use of Standardized Tests and Increased Competition.

• Changes in the Extent to Which Licensing and Proficiency Examinations Are Used.

• Changing Perceptions About the Effectiveness of Television Broadcasting in Delivering Advertising and Competition from Digital Platforms.

• Increased Competition Resulting from Technological Innovations and Changing Consumer Behavior.

• Changes in the Nature and Extent of Government Regulations.

• Transition to New Technical Standards for Broadcast Television Stations.

• Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity.

• Extensive Regulation of the Healthcare Industry.

•Negative Impact on Medicare Reimbursement from Value-based Purchasing Requirements.and Decreased Medicare Payments.

• Termination or Non-renewal of Dealership Agreements and Limitations on the Company’s Ability to Acquire Additional Dealerships.

• Changes Affecting Automobile Manufacturers.

• Changes to State Dealer Franchise Laws and Technological Innovations.

• Food-Borne Illness Concerns and Damage to the Company’s Reputation.

• Concentration of the Company’s Restaurants in the Washington, D.C. Region.

• As a Controlled Company, the Rights of Class B Common Stockholders Are Limited.

• Failure to Comply with Environmental and Health and Safety Laws.

• Failure to Successfully Integrate Acquired Businesses.

• Goodwill and Other Intangible Assets Impairment.

• Introduction of Additional Tariffs.

• System Disruptions and Security Threats to the Company’s Information Technology Infrastructure or Those of Third Parties.

• Failure to Comply with Privacy Laws or Regulations.

• Artificial Intelligence Concerns.

• Potential Liability for Intellectual Property Infringement.

• Changes in International Laws and Regulations and Travel Restrictions and Related Policy Announcements,Announcements Have Materially Adversely AffectedAffected, and Together with Changes in Immigration Laws or Sanctions Could Continue to Materially Adversely AffectAffect, International Student Enrollments and Kaplan’s Business.

In response to the COVID-19 pandemic, many governments imposed student travel restrictions (applicable to exit and entry), made recommendations for their students to return home and closed physical campus locations, and many state and professional bodies postponed or canceled examination dates related to state examinations and professional education programs, all of which have materially adversely affected Kaplan International’s operations and resulted in significant losses at Kaplan Languages GroupKLG during the pandemic. The emergence of new pandemics and consequential changes to travel and study arrangements in one or more countries could negatively affect Kaplan InternationalKI and its operating results.

Further changes to the regulatory environment, including changes to government policy or practice in oversight and enforcement, or other factors, including war, civil unrest, geopolitical instability, imposition or extension of international sanctions, a natural disaster or a pandemic in either the students’ countries of origin or countries in which they desire to study, could continue to negatively affect Kaplan’s ability to attract and retain students and negatively affect Kaplan’s operating results. Increasingly, governments have begun imposing sales taxes on digital services, such as education, offered in their jurisdictions by foreign providers. Any significantSignificant changes to the availability of government funding for education or training, visa policies for students and their dependents, or other administrative immigration requirements, or the tax environment, including changes to tax laws, policies and practices, in any one or more countries in which KI operates or makes its services available could negatively affect its operating results. KI’s operations, institutions and programs in the U.S. may be subject to state-level regulation and oversight by state regulatory agencies, whose approval or exemption from approval is necessary to allow an institution to operate in the state. These agencies may establish standards for instruction, qualifications of faculty, location and nature of facilities, financial policies and responsibilities and other operational matters. Institutions that seek to admit international students are required to be federally certified and legally authorized to operate in the state in which the institution is physically located in order to be allowed to issue the relevant documentation to permit international students to obtain a visa. Agencies at both local and national levels in other countries may also impose similar requirements on Kaplan International’sKI’s operations outside the U.S.

KI’s ability to enroll international students in programs in the U.K., U.S., Singapore, Australia, New Zealand, Canada and other countries and to recruit students for study with KI’s partners is directly dependent on the laws and regulations governing student immigration. Changes to Australian and Canadian student immigration rules have impacted, and will continue to impact, KI’s ability to recruit students for study at its own colleges and its partner universities. Overall, there iscontinues to be a trend of tightening of student immigration regulations and access to student visas worldwide, including, most recently, an Australian Government international indicative student visa approval target for post-secondary education providers. Since entering office in January 2025, theThe new U.S. presidential administration has issued executive orders and announcedimplemented policy changes that mayhave affectaffected international student entry to, or ability to study in, the U.S., including increased visa vetting for individuals seeking to enter the U.S. and restrictions on conduct while in the U.S. The closure of U.S. visa offices in 2025 had a negative impact on KI’s ability to recruit international students and materially adversely affected KI’s recruitment for U.S. university partners. Negative perceptions regarding travel to the U.S., as well as the legal and regulatory environment’s susceptibility to change by the new administration, could have a negative impact on KI’s ability to recruit international students, which could materially adversely affect Kaplan’s U.S. Pathways business as well as the U.S.-based KaplanKLG. LanguagesChanges Group.to visa policies and practices have had, and could continue to have, a negative impact on students’ ability to travel to the U.S. to begin their courses, which has significantly adversely affected, and could continue to significantly adversely affect, those KI businesses.

Following theThe U.K. general election in July 2024, the Labour party formed a new government. Effective January 1, 2025, the new government ended the VAT exemption for private schools.schools, effective January 1, 2025. The resulting 20% effective increase in tuition, boarding and other costs will materially impactimpacted enrollment of new and existing students at MPW. Kaplan believes the change currently only affects MPW but continues to carefully review the implementation of this policy. The newU.K. government has also increased employer’s national insurance contributions, a tax paid by U.K. employers to fund government benefits programs that increases the costs of employment for all U.K. businesses. The newU.K. government may make other changes to U.K. tax rates and employment laws which would further increase the tax costs of KI’s activities in the U.K.

ItOn hasMarch been20, reported that2025, the current U.S. presidentialPresident administration is draftingissued an executive order aimingdirecting the Secretary of Education to eliminatebegin dismantling the DepartmentED ofand Education.“returning authority” over education to states and local communities to the maximum extent permitted by law. The order couldsignals involvean reassigningintent to potentially close or reduce many federal education functions. Certain eliminations of staff or functions tocould otherdisrupt federal agenciesstudent oraid, statecivil governmentsrights orenforcement, eliminatingand orprogram downsizingfunding functions.at the federal level. Legal challenges and congressional inaction make its ultimate outcome uncertain. It is also unclear which functions will be deemed critical, and which could be phased out or downsized. Such changes could lead to operational interruptions to systems relied upon by Kaplan'sKaplan’s partner institutions that could impact their ability to comply with obligations to Kaplan. Operational interruptions could also interfere with Kaplan'sKaplan’s ability to deliver services.

• Failure to Comply with Statutory and Regulatory Requirements as a Third-PartyThird Party Servicer to Title IV Participating Institutions Could Result in Monetary Liabilities or Subject Kaplan to Other Material Adverse Consequences.

KNA provides services to Purdue Global, including financial aid services, and as such, KNA is a “Third-PartyThird Party Servicer” for Purdue Global aspursuant currently defined by the ED and into the Title IV regulations. As a result, KNA is subject to applicable statutory provisions of Title IV and ED regulations that, among other things, require Kaplan to be jointly and severally liable with itsPurdue Title IV participating client institution(s)Global to the ED for any violation by suchPurdue clientGlobal institution(s)or KNA of any Title IV statute or ED regulation or requirement. Separately, if the ED expands the definition of what services or entities fall within the Third-PartyThird Party Servicer regulations, and/or, if KNA provides financial aid services to more than one Title IV participating institution, it will be required to arrange for an independent auditor to conduct an annual Title IV audit of KNA’s compliance with applicable ED requirements. KNA provides non-financial aid services to institutions such as Purdue University, Wake Forest University, and other Title IV participating institutions. As such, if the Third-PartyThird Party Servicer regulations or the interpretation of those regulations by the ED change, KNA could be considered a Third-PartyThird Party Servicer to its multiple client institutions as well.

KNA is also subject to other federal and state laws, including federal and state consumer protection laws and rules prohibiting unfair or deceptive marketing practices; data privacy, data protection and information security requirements established by federal, state and foreign governments, including, for example, the Federal Trade Commission; and applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records.records handled by KNA for its university clients.

•The imposition on Kaplan of fines, other sanctions or liabilities, including repayment obligations for Title IV funds to the ED or the termination or limitation of Kaplan’s eligibility to provide services as a Third-PartyThird Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers;

Under the ED’s incentive compensation rule, anAn institution participating in Title IV programs may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid. KNA isprovides a third party providing bundledvarious services to Title IV participating institutions, including recruiting and, in the case of Purdue Global, financial aid services. As such, KNA is also subject to the incentive compensation rule and cannot provide any commission, bonus or other incentive payment to any covered employees, subcontractors or other parties engaged in certain student recruiting, admission or financial aid activities based on success in securing enrollments or financial aid. In addition, KNA’s client Title IV institutions’ payments to KNA (including payments under the TOSA with Purdue Global) must comply with revenue sharing guidance provided by the ED related to bundled services agreements. In 2011 guidance, the ED provided that in certain arrangements with Title IV participating institutions where student recruiting services are “bundled” with other non-recruiting services, revenue sharing may be allowable despite the incentive compensation rule’s general prohibition on such revenue sharing with entities or individuals that provide recruiting services. Because this guidance is not codified in any rule or law but is instead ED guidance on the applicability of the incentive compensation rule, such guidance can be revoked at any time and without notice. The ED has indicated it is considering a change to this guidance as some lawmakers and states, such as California, have publicly called for the revocation of this guidance or sought to introduce federal and state legislation seeking to prevent any such revenue sharing with entities that engage in recruiting students. The change of control of the executive branch in 2025 decreased the likelihood of changes to this guidance and to the incentive compensation rule or limitations on the bundled service allowance through additional federal rulemaking. As previously described, the TOSA revenue sharing provisions are deferred purchase price payments rather than payments for services. KNA’s services under the TOSA are paid for as a percentage of KNA’s costs of delivering those services to Purdue Global. KNA cannot predict how the ED or a federal court will interpret, revise or enforce all aspects of the incentive compensation rule or the bundled service revenue sharing guidance in the future or how they would be applied to the TOSA or any of KNA’s agreements by the ED or in any litigation.future. Any revisions or changes in interpretation or enforcement could require KNA and its client institutions to change their practices or renegotiate the tuition revenue sharing payment terms of KNA’s agreements with such client institutions and could have a material adverse effect on Kaplan’s business and results of operations. Additionally, failure to comply with the incentive compensation rule could result in litigation or enforcement actions against KNA or its clients and could result in liabilities, fines or other sanctions against KNA or its clients, which could have a material adverse effect on Kaplan’s business and results of operations.

Graham Holdings Company (the Company) is a diversified holding company whose operations include educational services, television broadcasting, manufacturing,healthcare, healthcaremanufacturing and automotive dealerships. The Company has five business divisions, seven reportable segments and a group of companies that make up Other Businesses. The Company’s business units are diverse and subject to different trends and risks.

Education is the largest operating division of the Company, making up 35% of the Company’s consolidated revenues in 2024.2025 and having the largest operating income in 2025. Through its subsidiary Kaplan, Inc., the Company provides extensive worldwide education services for individuals, schools and businesses. The Company has devoted significant resources and attention to this division for many years, given its geographic and product diversity, the investment opportunities and growth prospects during this time, and challenges related to government regulation. Kaplan is organized into the following three operating segments: Kaplan International (KI), Kaplan Higher Education (KHE) and Supplemental Education.

FromTelevision broadcasting was the Company’s second largest business in 2025 from an operating income standpoint, television broadcasting is the Company’s largest business.standpoint. The Company’s television broadcasting division reported higherlower revenues and operating income in 2024,2025, due largely to a significant increasedecrease in political advertising revenue from the 2024 election cycle,cycle partiallyand offset by a declinedeclines in local and digital advertising revenue. Retransmission revenues, net of network fee expense, trended down modestlydeclined in 20242025 with this trend expected to continue in the future due largely to adverse subscriber trends from cord cutting. In recent years, the television broadcasting division has consistently generated significantly higher operating income amounts and operating income margins than the education division and the Company’s other reporting segments.

The Company’s manufacturinghealthcare division has provided meaningful operating cash flow over the last few years, although revenues and operating results at Hoover and Dekko have been adversely impacted by lower product demand. Graham Healthcare Group (GHG) has grown substantially over the last few years and provided meaningful operating cash flow from internal growth and acquisitions. InSince recent2019, years,the GHGhealthcare division has expanded from its home health and hospice operations into new lines of business. The largest of these is CSI Pharmacy Holding Company, LLC (CSI), which provides nursing care and prescription services for patients receiving in-home infusion treatments. CSI reported significant revenue growth and substantially higher operating results in 20242025 from an expansion of infusion treatment offerings and patient service areas in 2024.2025. AutomotiveHealthcare’s revenueshome grewhealth inand 2024hospice duerevenue largely to the Toyota of Richmond acquisition, whileand operating results declinedhave modestly.also grown substantially in recent years, with investments to streamline operations and enhance patient care, along with a reduction in pension expense in 2025.

The Company’s other businesses include several investment stage businesses as well as investments into new lines of business over the last few years. In total, there are eleventen operating business units that make up this group in three categories: retail,specialty, mediaretail and specialty.media. The largest of these businesses from a revenue standpoint is Clyde’s Restaurant Group (CRG), followed by the combined three former Leaf businesses, and then Framebridge, a custom framing service company. In 2024,2025, CRG and SlateForeign Policy each reported positive operating income, whileCode3 reported break-even results, and the other businesses each reported operating losses, which were significant at the combined three former Leaf businesses and Framebridge.

•$21.0 million in non-operating expenses related to a Voluntary Retirement Incentive Program (VRIP) at the television broadcasting division and the corporate office, and Separation Incentive Programs (SIPs) at Kaplan, manufacturing and other businesses (after-tax impact of $15.6 million, or $3.52 per share);

•a non-operating gain of $7.2 million fromon the sale of certain businesses and websites (after-tax impact of $5.3 million, or $1.19 per share); and

Revenue for 20242025 was $4,790.9$4,911.6 million, up 9%3% from $4,414.9$4,790.9 million in 2023.2024. Revenues increased at education, televisionhealthcare, broadcasting, healthcaremanufacturing and automotive,other businesses, partially offset by declines at manufacturingtelevision broadcasting and other businesses.automotive. Operating costs and expenses for the year increased to $4,676.6 million in 2025, from $4,575.4 million in 2024, from $4,345.5 million in 2023.2024. Expenses in 20242025 increased at education, healthcare and automotive,manufacturing, partially offset by a decrease at television broadcasting, manufacturingautomotive, other businesses and other businesses.education. The Company reported operating income for 20242025 of $215.5$234.9 million, compared to $69.4$215.5 million in 2023.2024. Excluding goodwill and other long-lived asset impairment charges, the improvement in operating results iswere down in 2025, due to declines at television broadcasting and automotive, partially offset by increases at education, television broadcasting and healthcare, partially offset by declines at manufacturing and automotive.other businesses.

Education division revenue in 20242025 totaled $1,691.8$1,744.3 million, up 7%3% from $1,587.6$1,691.8 million in 2023.2024. Kaplan reported operating income of $100.8$159.9 million for 2024,2025, aan decreaseincrease from $104.5$100.8 million in 2023.2024. Excluding long-lived asset impairment charges, operating results improved significantly in 2024.2025.

Kaplan InternationalKI includes postsecondary education, professional training and language training businesses largely outside the United States. Kaplan InternationalKI revenue increased 11%slightly in 20242025 (9%2% decrease on a constant currency basis). The increase in 20242025 is due largely to growth at Pathways, Australia, UK Professional and Singapore.Singapore, Kaplanoffset Internationalby lower student enrollments in US Pathways, Languages and UK Pathways. KI reported operating income of $113.4 million in 2025, compared to $101.7 million in 2024, compared to $87.5 million in 2023.2024. The increase is due largely to improved results at Australia, Singapore and UK Professional, Pathways and Singapore, partially offset by a declinedeclines at LanguagesLanguages, US Pathways and increasedMander incentivePortman compensationWoodward costs.(MPW). InUS thePathways fourth quarter of 2024, revenuerevenues and operating results were down atsignificantly Australiain 2025, due to lower new student enrollments at Kaplan Business School resulting from changes in studentU.S. visa policies.policies and practices for international students recruited by Kaplan to study in the U.S.

Higher EducationKHE includes the results of Kaplan as a service provider to higher education institutions. Higher EducationKHE revenue decreasedincreased 1%8% in 20242025 due to reduced reimbursable expenses from Purdue Global, partially offset by an increase in the fees from Purdue Global and growth in other higher education programs. EnrollmentsAverage enrollments at Purdue Global, the largest institutional client, increasedwere 5%up 4% for 20242025 compared withto 2024. In 2025, Kaplan recorded the endfull offee 2023.with InPurdue 2024Global, andwhereas 2023,in 2024, Kaplan recorded a portion of the fee with Purdue Global.fee. 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 make adjustments to fee amounts recognized in earlier periods. During 20242025 and 2023,2024, Kaplan recorded $54.5$70.0 million and $50.3$54.5 million, respectively, in fees from Purdue Global in its Higher EducationKHE operating results. Higher EducationKHE results improved in 20242025 due to an increase in the Purdue Global fee recorded, partially offset by an increase in higher education development costs.recorded.

Supplemental Education includes Kaplan’s standardized test preparation programs and domestic professional and other continuing education businesses. Most of the program offerings in Supplemental Education revenue declined slightly in 2024, driven mostly by softness in Medical Licensure test preparation, wealth management and Real Estate, offset in part byexperienced growth in Insurance,2025 CFA,leading Legalto assessmenta services,9% Architecturerevenue and Engineering and MCAT test preparation.increase. Operating results improved in 20242025 due largely to costrevenue reductions from lower headcount, partially offset by increased employee healthcare and pension expense.growth.

In the second and third quarters of 2025, the Company offered SIPs to certain employees at KHE and Supplemental Education, $2.0 million in related non-operating pension expense was recorded. In 2024, Kaplan offered SIPs to certain employees, primarily at Supplemental Education; $2.8 million in related non-operating pension expense was recorded.

Kaplan corporate and other represents unallocated expenses of Kaplan, Inc.’s corporate office, other minor businesses and certain shared activities. Overall, Kaplan corporate and other expenses increased in 2024 due to increased employee benefit and incentive compensation costs.

In the fourth quarter of 2024, Kaplan recorded an intangible asset impairment charge of $22.9 million related to Mander Portman Woodward (MPW),MPW, which is part of Kaplan International.KI.

Graham Media Group, Inc. (GMG) 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 increasedwas 13%down 21% to $425.1 million in 2025, from $535.7 million in 2024, from $472.4 million in 2023.2024. The revenue increasedecline is due to a $90.5$87.9 million increasedecrease in political advertising revenue, increases from summer Olympics-related advertising revenue at the Company’s NBC stations and an increase in digital advertising revenue, partially offset by a decline in local advertising revenue due to lower demand and fewer available advertising spots, and an $8.0$10.3 million decrease in retransmission revenues.revenues and declines in local and digital advertising revenue. Operating income for 20242025 was updown 50%44% to $201.2$112.3 million, from $133.9$201.2 million in 2023,2024, due to higherlower revenues, cost reductions from lower headcount, and lower network fees; partially offset by increasedlower pensionoverall expense.costs. 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 20242025 to decline modestly compared with 2023,2024, and this trend is expected to continue in the future. Operating margin at the television broadcasting division was 26% in 2025 and 38% in 2024 and 28% in 2023.2024.

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. In the second quarter of 2024, GMG offered a VRIP to certain employees; $14.3 million in related non-operating pension expense was recorded.

Manufacturing includes four businesses: Hoover, a supplier of pressure impregnated kiln-dried lumber and plywood products for fire retardant and preservative applications; Dekko, a manufacturer of electrical workspace solutions, architectural lighting and electrical components and assemblies; Joyce/Dayton,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 decreasedincreased 12%10% in 20242025 due to lowerincreased revenues at Hoover, Dekko and Joyce, partially offset by increasedlower revenues at Forney. The revenue declineincrease at Hoover is due largelyto tothe Arconic acquisition, partially offset by a decreasedecline in overall product demand, particularly for multi-family housing.demand. Revenues declinedimproved at Dekko due largely to lowersales productgrowth demand.for commercial office power and data products, and medical equipment assembly products. Overall, Hoover results included modest wood gains on inventory sales in 20242025 and 2023, with gains in 2024 much lower than the prior year.2024. Manufacturing operating results improved slightly in 20242025 due to asubstantially $47.8improved million goodwill impairment charge at Dekko in 2023. Excluding the impairment chargeresults at Dekko, manufacturingalong resultswith werea downmodest inimprovement 2024,at dueJoyce toand Forney, partially offset by significant declines at Hoover. Hoover results in 2025 included significant transaction, transition and Dekko,intangible asset amortization costs related to the Arconic transaction, along with declinesa atsubstantial Joycedecline andin Forney.Hoover’s core fire-retardant wood product business from the continued sluggish multi-family housing market. Excluding costs related to the Arconic transaction, Hoover Architectural Solutions had positive operating results in the second half of 2025.

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. In the third and fourth quarters of 2024, Dekko offered SIPs to certain employees; $0.2 million in related non-operating pension expense was recorded.

Automotive includes eight automotive dealerships in the Washington, D.C. metropolitan area and Richmond, VA: Ourisman Lexus of Rockville, Ourisman Honda of Tysons Corner, Ourisman Jeep Bethesda, Ourisman Ford of Manassas, Toyota of Woodbridge, Ourisman Chrysler-Dodge-Jeep-Ram (CDJR) of Woodbridge andWoodbridge, Ourisman Toyota of Richmond, whichand wasOurisman Kia of Bethesda. In addition, on October 21, 2025, the Company acquired ona September 27, 2023. TheHonda automotive group was awarded a Kia Open Point dealership in Bethesda,Woodbridge, MDVA, which commenced operations atincluding the endreal ofproperty Decemberfor 2023.the dealership operations. Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, and his team of industry professionals operates and manages the dealerships; the Company holds a 90% stake.

Revenues for 20242025 increaseddecreased 11%6% due to the Toyota of Richmond acquisition and the additionclosure of the KiaOurisman dealership,Jeep of Bethesda dealership in September 2025, and declines in new and used vehicle sales and sales of finance and insurance products offerings. The decline was partially offset by the Honda of Woodbridge acquisition as well as sales growth for services and parts, partially offset by a decline in new and used vehicle sales and a decline in sales of finance and insurance products offerings.parts. Operating results for 20242025 declined modestly due to lower overall sales and overall gross margins on new vehicles,and used vehicles and a decline in finance and insurance product sales, and lower overall gross profit on used vehicles; partially offset by earnings from the Toyota of Richmond acquisition and higher overall gross profit on services and parts.

Overall, operating results at other businesses improved in 20242025 due largely to $26.3 million in goodwill and intangible asset impairment charges at WGB in 2024 compared to $50.2 million in goodwill impairment charges at WGB in 2023.2024. Excluding these impairment charges and increased pension expense,charges, operating losses in 20242025 were modestly lower than the prior year.

The Company reported net income attributable to common shares of $29.1$281.1 million ($6.62$64.86 per share) for the firstsecond quarter of 2026, compared to $23.9$36.7 million ($5.45$8.35 per share) for the firstsecond quarter of 2025.

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

•$19.0a $137.0 million ofsettlement impairment chargesgain related to thea Kaplanretiree Languagesannuity Grouppension (KLG)purchase (after-tax impact of $14.3$101.3 million, or $3.26$23.38 per share);

•$4.1$3.8 million in non-operating expenses related to Separation Incentive Programs (SIPs) and a Voluntary Retirement Incentive Program (VRIP) at the education, television broadcasting and manufacturing divisions, and other businesses and the corporate office (after-tax impact of $3.0$2.8 million, or $0.69$0.66 per share);

•$43.8$101.9 million in net gains on marketable equity securities (after-tax impact of $32.6$75.9 million, or $7.43$17.50 per share); and

•$11.9$17.9 million in net losses of affiliates whose operations are not managed by the Company (after-tax impact of $8.9$13.3 million, or $2.02$3.08 per share).;

Revenue for the firstsecond quarter of 2026 was $1,236.0$1,302.5 million, up 6%7% from $1,165.9$1,215.8 million in the firstsecond quarter of 2025. Revenues increased at education, television broadcasting, healthcarehealthcare, manufacturing, automotive and manufacturing,other businesses, partially offset by declinesa decline at automotive and other businesses.education. The Company reported operating income of $57.8$83.6 million for the firstsecond quarter of 2026, compared to $47.5$72.8 million for the firstsecond quarter of 2025. The increase in operating results is due to improved results at education, television broadcasting, manufacturingbroadcasting and other businesses, partially offset by declines at education,healthcare, healthcaremanufacturing and automotive.

Education division revenue totaled $440.5$417.8 million for the firstsecond quarter of 2026, updown 4% from $424.7$436.8 million for the same period of 2025. Kaplan reported operating income of $32.4$50.3 million for the firstsecond quarter of 2026, compared to $40.0$46.2 million for the firstsecond quarter of 2025.

In the first quarter of 2026, the Company entered into an agreement to sell KLG included in Kaplan International, with an expected closing date of May 1, 2026. At March 31, 2026, the Company classified the assetsInternational and liabilities of KLG as held for sale; the Company also recorded a $19.0 million pre-tax impairment charge in the first quarter of 2026 related to the KLG business.charge. Excluding the impairment charge, Kaplan’s operating income was up significantly in the first six months of 2026. The 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, professional trainingeducation and languageprofessional training businesses largely outside the United States (U.S.). Kaplan International revenue increaseddecreased 4%7% for the firstsecond quarter of 2026 (3%10% decrease on a constant currency basis) and decreased 2% for the first six months of 2026 (7% decrease on a constant currency basis) due to increasesthe sale of KLG and declines at Singapore, UK Professional and Kaplan Open Learning (KOL),Pathways, partially offset by declinesincreases at Pathways.Singapore and UK Professional. Kaplan International reported operating income of $31.4$32.9 million in the firstsecond quarter of 2026, compared to $30.1$29.9 million in the second quarter of 2025. Operating income increased to $64.3 million in the first quartersix months of 2026, compared to $60.0 million in the first six months of 2025. Operating results at SingaporeSingapore, Kaplan Open Learning, UK Professional and KOLAustralia grew significantly as a result of strong enrollment growth. The increase was partially offset by broad declines at the Pathways business. In particular, revenues and operating results were down significantly at US Pathways due to the continued adverse impact of changes in U.S. visa policies and practices for international students recruited by Kaplan to studybusinesses in the United Kingdom (U.K.), Australia and the U.S.

Higher Education includes the results of Kaplan as a service provider to higher education institutions. Higher Education revenue increased 4%2% and 3% for the second quarter and first quartersix months of 2026, respectively, due primarily to an increase in the Purdue Global fee recorded. Enrollments at Purdue Global, the largest institutional client, increased 8%5% for the first threesix months of 2026 compared to the first threesix months of 2025. For the first quarter of 2026, Kaplan recorded the full fee from Purdue Global, while only a portion of the fee from Purdue Global was recorded for the first quarter of 2025. However, in the second quarterquarters and first six 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 declined in the second quarter of 2026, as operating results in the second quarter of 2025 included a portion of the Purdue Global full fee recognition related to the first quarter of 2025. Higher Education operating results improved in the first quartersix 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 EdEducation revenue increasedwas 2%up slightly in the first half of 2026 due to growth in mostsome of its professional preparation program offerings, offset in part by softness in publishing sales volume. Operating results increased in the second quarter and first quartersix months of 2026 from revenue growth and improved margins.

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. ThisIn programthe 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.

Revenue at the television broadcasting division increased 8%3% to $111.6$109.6 million in the firstsecond quarter of 2026, from $103.6$106.0 million in the same period of 2025. The revenue increase is due to aan $7.3$8.5 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,revenue, partially offset by a $2.9$2.3 million decrease in retransmission revenue and declines in local and digital advertising revenue. Operating income for the firstsecond quarter of 2026 was up 39%9% to $33.9$30.5 million, from $24.4$27.9 million in the same period of 2025, due to higher revenues and lower overall costs.revenues.

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 quarter of 2026,2025, the Company offered a SIP to certain employees at the television broadcasting division; $0.6$0.1 million in related non-operating pension expense was recorded. ThisThese programprograms waswere 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 division revenue totaled $209.3$247.7 million for the firstsecond quarter of 2026, up 20%22% from $173.7$202.2 million for the same period of 2025. Healthcare reported operating income of $17.4$24.6 million for the firstsecond quarter of 2026, compared to $18.3$25.1 million for the firstsecond quarter of 2025.

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 31% in both the second quarter and first quartersix months of 2026 from continued expansion of treatment offerings and patient service areas. Operating results were down in the second quarter and first quartersix months of 2026 due to various operational investments including expanding CSI’s pharmacy facility locations; lower operating margins for certain products compared with the second quarter and first quartersix months of 2025; and increased incentive compensation expense. The Company expects continued revenue and operating income 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 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 businesses by 10%12% and 11% in the second quarter and first quartersix months of 2026 from growth in home health and hospice services and each of the other healthcare businesses. Operating results improved at home health and hospice in the second quarter and first quartersix months of 2026, partly due to a reduction in pension expense. Overall, operating results also improveddeclined at the other four healthcare businesses in the second quarter and first quartersix months of 2026.

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 $3.5$3.6 million and $3.2$3.4 million for the firstsecond quarters of 2026 and 2025, respectively, from these joint ventures. The Company recorded equity in earnings of $7.1 million and $6.6 million for the first six months of 2026 and 2025, respectively, from these joint ventures.

Manufacturing revenues increased 28%39% and 33% in the firstsecond quarter and first six months of 20262026, respectively, due to increased revenues at HooverHoover, Joyce and Joyce,Forney, partially offset by lower revenues at Dekko and Forney.Dekko. The revenue increase at Hoover is due largely to the Hoover Architectural Solutions business acquisition. Excluding the acquisition, overall volumes were flatincreased in the second quarter and first quartersix months of 2026. Hoover results included wood gains on inventory sales in both the second quarter and first quartersix months of 2026 and 2025. Manufacturing operating results improveddeclined in the firstsecond quarter of 2026 due to significant growth at Joyce, and growth at Dekko and Forney. The increase was partially offset by an overall decline at Hoover,Hoover due tofrom increased intangible asset amortization and transition costs related to the Arconic acquisition.acquisition, along with declines at Forney and Dekko, partially offset by significant growth at Joyce. Manufacturing operating results increased in the first six months of 2026 due to significant growth at Joyce, 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, and a modest decline at Forney.

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. ThisThese programprograms waswere funded from the assets of the Company’s pension plan.

Revenues for the firstsecond quarter of 2026 decreasedincreased 5%6% 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, offset by increased revenues from the Honda of Woodbridge dealership acquisition.2025. Excluding these dealerships, revenues were down mostly from declines in new and used vehicle sales, partially offset by sales growth for new vehicles and services and parts. Operating results were down in the firstsecond quarter of 2026 due largely to lower overall sales and gross marginsprofits on new and used vehicles, partially offset by earnings from the Honda of Woodbridge dealership acquisitionacquisition, the closure of the Ourisman Jeep of Bethesda dealership, and higher overall gross profitprofits on services and parts.