Graham Holdings Co: Form 10-K for the period ended Dec 31, 2025

Graham Holdings Company (the Company) is a diversified holding company whose operations include educational services, television broadcasting, manufacturing, healthcare, automotive dealerships and other businesses. Through Kaplan, Inc. (Kaplan), the Company provides a wide variety of educational services to students, schools, colleges, universities and businesses, both domestically and outside the United States (U.S.). Kaplan’s educational services include academic preparation programs for international students, English-language programs, operations support services for pre-college, certificate, undergraduate and graduate programs, exam preparation for high school and graduate students and for professional certifications and licensures, career and academic advisement services to businesses, and a United Kingdom (U.K.) sixth-form college that prepares students for A-level examinations. The Company’s television broadcasting segment owns and operates seven television broadcast stations and provides social media management tools designed to connect newsrooms with their users. The Company’s healthcare segments provide in-home specialty pharmacy infusion therapies; home health, hospice and palliative services; applied behavior analysis therapy; physician services for allergy, asthma and immunology patients; in-home aesthetics; and healthcare software-as-a-service technology. The Company’s manufacturing companies include a multi-product supplier to the commercial building industry, a manufacturer of electrical solutions, a manufacturer of lifting solutions, and a supplier of parts used in electric utilities and industrial systems. The Company’s automotive business comprises eight dealerships and valet repair services. The Company’s other businesses include restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; a daily local news podcast and newsletter company; a software-as-a-service platform provider that enables podcasters and media companies to monetize audio content through paid subscriptions, memberships, and audiobooks; an online art gallery and in-person art fair business; and an online commerce platform featuring original art and designs on an array of consumer products.

Financial information concerning the principal segments of the Company’s business for the past three fiscal years is contained in Note 19 to the Company’s Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Revenues for each segment are shown in Note 19 gross of intersegment sales. Consolidated revenues are reported net of intersegment sales, which did not exceed 0.1% of consolidated operating revenues.

The Company’s operations in geographic areas outside the U.S. consist primarily of Kaplan’s non-U.S. operations. During each of the fiscal years 2025, 2024 and 2023, these operations accounted for approximately 22%, 22% and 21%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 18% of the Company’s consolidated assets at each of December 31, 2025 and 2024.

EDUCATION

Kaplan provides an extensive range of education and related services worldwide for students, universities and businesses. Kaplan conducts its business through three operating segments: Kaplan International (KI), and the Kaplan Higher Education (KHE) and Supplemental Education (SE) segments under Kaplan North America (KNA).

Kaplan products and services reach learners directly or through Kaplan’s many relationships. These relationships include approximately 17,680 companies and approximately 1,510 universities, colleges, schools and school districts, which, along with individual students and professionals, pay for Kaplan’s products and services. In 2025, Kaplan was the provider for the educational needs of approximately 1,158,680 students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs. In 2025, Kaplan’s reach also included sales of 1,456,186 units of book/study aid products to individuals, businesses, schools, colleges and universities.

Kaplan International

KI operates a diverse portfolio of educational businesses across Europe, the Middle East and North Africa, the Asia Pacific region, and North America.

Europe and the Middle East

In Europe, the division manages a collection of businesses primarily based in the U.K. and Ireland, including Kaplan Professional Education, Kaplan Assessments, KI Pathways, Kaplan Languages Group (KLG), Mander Portman Woodward (MPW), Dublin Business School, and Kaplan Open Learning. In the Middle East, operations are anchored by Kaplan Professional Middle East in the United Arab Emirates and Saudi Arabia.

Professional Training and Assessments. Kaplan Professional Education, headquartered in London with 14 training centers nationwide, serves as a provider of apprenticeship training and test preparation for accounting and financial services professionals, including those pursuing qualifications from the ACCA (Association of Chartered

Certified Accountants), CIMA (Chartered Institute of Management Accountants), and ICAEW (Institute of Chartered Accountants in England and Wales). In 2025, this unit provided courses to approximately 44,030 students in accountancy, tax and financial services. Kaplan Professional Middle East and North Africa also delivers professional training programs across the entire region with a focus on the UAE and Saudi Arabia. Kaplan Assessments and its services portfolio includes the administration of the Solicitors Qualifying Examination (SQE). In 2018, the Solicitors Regulation Authority (SRA) awarded Kaplan UK the contract to be the sole authorized assessment provider for all candidates seeking to become solicitors in England and Wales, with the first assessments having taken place in 2021.

Higher Education and Pathways. KI operates several dedicated academic institutions. In the higher education sector, KI operates Dublin Business School in Ireland and Kaplan Open Learning in the U.K., the latter of which functions as an online institution in partnership with the University of Essex and the University of Liverpool. At the end of 2025, these higher education institutions enrolled an aggregate of approximately 13,270 students. The KI Pathways business offers academic preparation programs and support services specifically designed for international students intending to study for degrees at universities in English-speaking countries and provides associated services to its partner universities. This unit also connects international students with university partners’ programs in the U.S., U.K., and Canada.

K-12 Education. MPW comprises three independent fifth- and sixth-form colleges with campuses in London, Cambridge, and Birmingham that offer domestic and international students GCSE, Foundation and A-Level preparation courses.

Language Study. KLG comprises Kaplan International Languages, Alpadia Language Schools, and Azurlingua, which was acquired in 2024. In 2025, KLG served approximately 37,890 students through language training, academic preparation, and proficiency exam preparation. As of December 31, 2025, the group operated nineteen English-language schools across the U.K., Ireland, Canada, and the U.S., as well as an online school, alongside five Alpadia schools, and corresponding language camps for juniors and teens, in the U.K., U.S., France, Germany, and Switzerland. KLG also includes English-as-a-second language (ESL) Education, a study abroad agency connecting students with partner schools primarily for language study.

Asia Pacific

Singapore and Hong Kong. In Singapore, Kaplan operates through two primary divisions: Kaplan Higher Education and Kaplan Professional Education. The Higher Education business offers university preparation programs and its own diplomas, as well as bachelor’s and postgraduate degrees in partnership with institutions in Australia, Ireland, and the U.K. Kaplan Professional Education provides courses for financial and accountancy qualifications such as the ACCA, Chartered Financial Analyst (CFA), and Singapore Chartered Accountant (SCA). In Hong Kong, Kaplan operates two main business units: Kaplan Higher Education and Kaplan Professional. The Professional division offers accountancy and financial markets exam training in the region and provides customized professional training services to corporations in all related disciplines. The Higher Education division offers diploma, undergraduate and postgraduate degrees from affiliated educational institutions in Singapore, Australia and the U.K.

Australia and New Zealand. In Australia, Kaplan Business School offers a range of undergraduate and postgraduate courses, serving approximately 11,550 students in 2025 through face-to-face and online modalities. Kaplan Professional, Australia’s leading provider of financial planning, real estate, mortgage broking, insurance and leadership education, served approximately 28,570 students with both vocational education and higher education qualifications via distance learning. Additionally, Kaplan Professional had approximately 48,700 subscribers for its Ontrack continuing professional development platform, which provides tailored corporate short courses and continuing education. The Kaplan Australia Pathways business operates colleges in partnership with Murdoch University, the University of Newcastle, and Adelaide University. In New Zealand, Kaplan operates in partnership with Massey University College in Auckland.

North America

As discussed above, both the Pathways and Languages business serve partners and students in the U.S. and Canada.

Regulatory Landscape

Kaplan’s international operations are subject to complex regulatory environments. In the U.K., businesses serving international students must hold Student Visa sponsor licenses and retain Educational Oversight accreditation through annual Basic Compliance Assessments (BCA). All KI institutions successfully retained these credentials for the fifteenth consecutive year. The MPW schools each hold current Student Visa and Child Student Visa (applicable to students aged 4-17) licenses.

Most KI higher education businesses in England are registered with the Office for Students (OfS), while Glasgow International College is overseen by the Quality Assurance Agency for Higher Education (QAA). No assurance can be given that each KI business in the U.K. will be able to maintain its Student Visa or Child Student Visa license and Educational Oversight or OfS/QAA registration. The loss by one or more institutions of the Student Visa or Child Student Visa license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results.

Over the last few years, restrictions on grants of student visas and tightening of the regulatory environment for recruiting and enrolling international students in major study-abroad destinations like the U.K., Canada, Australia, and the U.S. have been reshaping international student recruitment. Governments are tightening rules to reduce migration levels, which can mean fewer work opportunities during and after study, stricter requirements to obtain visas, and slower or more selective visa processing. This has impacted and will continue to impact Kaplan International’s operations. In particular, limits on international student recruitment introduced in Australia are expected to impact Kaplan Business school in 2026. Australia introduced an indicative Student Visa approval allocation for post-secondary education providers at the end of 2024. Under this new system, a slowdown in visa approvals applies once an institution reaches 80% of its allocation. These measures have impacted, and are expected to continue impacting, international student recruitment for Kaplan’s colleges and partner universities in the region.

Kaplan North America

Based in the U.S., KNA operates through the KHE and SE segments. KNA offers managed services, advisory services and lifelong education, reaching learners from kindergarten through the master’s or professional level. Training offered to learners includes exam preparation, professional licensure, certification, and continuing education, and degrees predominantly online leading through its industry expertise.

Kaplan Higher Education

KNA provides non-academic managed services such as analytics, technology support, marketing, student advising and admissions support, financial aid services, and curriculum development support for online programs offered at higher education institutions. In 2025, KNA served a total of 74,968 students from Wake Forest University, Creighton University, Lynn University, University of Massachusetts Global, Purdue University Global (Purdue Global), and Purdue University. Kaplan receives payment from university clients for these services, which may be based in part on the revenue of the programs Kaplan supports. For another group of university clients, KNA creates exploratory programs for high school students, called “Prelum,” focused on learning about professional careers, college majors, and previewing college courses that align with their interests. KNA’s clients in this space include Harvard Medical School, Georgetown University, University of Notre Dame, Dartmouth College, Rice University, Northwestern University, Wake Forest University, William & Mary, Parsons Paris, University of Rochester, and Case Western Reserve University, among others.

Transition and Support Operations for Purdue University Global. Governed by a Transition and Operations Support Agreement (TOSA) in effect since March 2018, KNA provides operations support functions to Purdue Global, an online Indiana public university affiliated with Purdue University. The operations support activities that KNA provides to Purdue Global include technology support, helpdesk functions, admissions support, financial aid processing, back-office business functions, certain test preparation and other non-academic functions.

Pursuant to the TOSA, KNA is not entitled to receive any reimbursement of costs incurred in providing support functions, or any fee, unless and until Purdue Global has first covered all of its academic costs (subject to a cap). If Purdue Global achieves cost efficiencies in its operations, Purdue Global may be entitled to an additional payment equal to 20% of such cost efficiencies (Purdue Efficiency Payment). In addition, during each of Purdue Global’s first five years until 2023, prior to any payment to KNA, Purdue Global was entitled to a priority payment of $10 million per year beyond costs (Purdue Priority Payment). Upon closing of the transaction, Kaplan paid to Purdue Global an advance in the amount of $20 million, representing, and in lieu of, a Purdue Priority Payment for each of the fiscal years ending June 30, 2019, and June 30, 2020. Kaplan is entitled to reimbursement of this advance, subject to available cash or upon termination of the TOSA.

To the extent that there is remaining revenue after accounting for Purdue Global’s academic cost, KNA is then reimbursed for its operating costs (subject to a cap) related to its support functions. If KNA achieves cost efficiencies in its operations, then KNA may be entitled to an additional payment equal to 20% of such cost efficiencies (KNA Efficiency Payment). The TOSA, as amended, reflects the parties’ intent that, subject to available cash (calculated as cash balance minus cash deficiencies, if any, projected for the next six-month period based on applicable budget), KNA is entitled to receive a payment equal to 12.5% (increased to 13% beginning on June 30, 2023 and through June 30, 2027) of Purdue Global’s revenue, which serves as the deferred purchase price for the transfer of Kaplan University to Purdue Global (Deferred Purchase Price). Separately, KNA is entitled to a fee for services provided equal to 8% of KNA’s costs of providing such services to Purdue Global (Contributor Service Fee). KNA’s

Contributor Service Fee is deducted from any amounts owed to KNA for the Deferred Purchase Price. Together, these payments are known as “Contributor Compensation.” In each case, the Contributor Compensation remains subject to available cash and certain limitations on unpaid amounts carrying over from year to year.

In addition, beginning in 2023, to the extent that there are sufficient revenues after payment of the KNA Efficiency Payment (if any), Purdue Global is entitled to an annual payment equal to 10% of the remaining revenue after the KNA Efficiency Payment (if any) is paid, subject to certain other adjustments.

The TOSA has a 30-year initial term, which automatically renews for five-year periods unless terminated. After the sixth year, Purdue Global has the right to terminate the agreement upon payment of an early termination fee equal to 125% of Purdue Global’s total revenue earned during the preceding 12-month period, which payment would be made pursuant to a 10-year note, and at the election of Purdue Global, for no additional consideration, it may receive certain tangible assets used exclusively by KNA to provide the support functions pursuant to the TOSA. At the end of the 30-year term, if Purdue Global does not renew the TOSA, Purdue Global will be obligated to make a final payment of 75% of its total revenue earned during the preceding 12-month period, which payment will be made pursuant to a 10-year note, and, at the election of Purdue Global, for no additional consideration, it may receive certain assets used exclusively by KNA to provide the support activities pursuant to the TOSA. Either party may terminate the TOSA at any time if Purdue Global generates (i) $25 million in cash operating losses for three consecutive years or (ii) aggregate cash operating losses greater than $75 million at any point during the initial term. Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year. Upon termination for any reason, Purdue Global will retain the assets that Kaplan contributed pursuant to the TOSA. Each party also has certain termination rights in connection with a material default or material breach of the TOSA by the other party. Short of termination, Purdue Global has the right to take over from Kaplan the provision of certain back-office support functions at any time with nine months’ notice. Those functions include technology support, human resources, facility and property management, finance and accounting, communications, and default management. In 2022, pursuant to the TOSA, Purdue Global began providing certain functions previously provided by KNA in-house. Those functions include human resources, facility management, and communications services.

Higher Education Regulatory Environment. KNA no longer owns or operates Kaplan University or any other institution participating in student financial aid programs created under Title IV of the U.S. Federal Higher Education Act of 1965 (Higher Education Act), as amended (Title IV). KNA provides services, including financial aid support, to Purdue Global. While KNA does not currently provide financial aid services to any other university, its provision of these services to Purdue Global results in KNA meeting the definition of a “Third Party Servicer” pursuant to Title IV regulations. As a Third Party Servicer, KNA is subject to applicable statutory provisions of Title IV and U.S. Department of Education (ED) regulations that, among other things, require KNA to be jointly and severally liable with Purdue Global to the ED for any violation by KNA or Purdue Global of any Title IV statute or ED regulation or requirement. KNA also provides services (not including financial aid support) to Wake Forest University, Lynn University, University of Massachusetts Global, Creighton University, and other Title IV participating institutions. While these services may require KNA to comply with certain laws and regulations, including applicable statutory provisions of Title IV, KNA is not a Third Party Servicer for those institutions. However, changes to the ED’s guidance on Third Party Servicers, including a change to the definition of what entity or services fall within the scope of the Third Party Servicer regulations, could cause KNA to be considered a Third Party Servicer for other university clients.

KNA is also subject to other non-Title IV, federal and state laws, including, but not limited to, 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 the applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records that KNA handles for university clients. KNA’s failure to comply with these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example:

• The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED (where KNA is a Third Party Servicer) or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution;
• Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements;
• Liability under the TOSA or any other agreement with any client institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and
• Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.

The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. For example, the Title IV borrower defense to repayment (BDTR) regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharge rules allowing students to discharge loans taken to attend later closed institutions may create future liability to the ED for Kaplan as a past owner of Title IV eligible institutions. Additionally, the Title IV definition of “nonprofit” institution, which excludes from that definition any institution that is an obligor on a debt owed to a former owner of the institution or that maintains a revenue-based service agreement with a former owner of the institution, may apply to public institutions such as Purdue Global as well as private nonprofit institutions. Such regulatory changes and interpretations, including those described above, could subject Kaplan or its partner institutions to additional regulatory requirements and liabilities.

Incentive compensation. KNA is a third party providing services to Title IV participating institutions that include marketing, admissions support, recruiting and, in the case of Purdue Global, financial aid services. As such, KNA is subject to the incentive compensation rules as applied to the institutions it serves. Under these incentive compensation rules, an institution participating in Title IV programs and entities providing recruiting or financial aid services to those institutions may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting 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. Tuition revenue-sharing payments to KNA under the TOSA (as well as any other agreement with any Title IV participating institution) must comply with the ED’s revenue sharing guidance related to bundled services agreements. For more information, see Item 1A. Risk Factors. Failure to Comply with the ED’s Title IV Incentive Compensation Rule Could Subject Kaplan to Liabilities, Sanctions and Fines.

Misrepresentations. A Title IV participating institution is required to comply with the ED regulations related to misrepresentations and with related federal and state laws. These laws and regulations are broad in scope and may extend to statements by servicers, such as KNA, that provide marketing or certain other services to such institutions. The laws and regulations apply to statements addressing the nature of an institution’s programs, financial charges or the employability of its graduates. Additionally, failure to comply with these and other federal and state laws and regulations regarding misrepresentations and marketing practices could result in the imposition on KNA or its client institutions of fines, other sanctions or liabilities, including, without limitation, federal student aid repayment obligations to the ED, the termination or limitation on KNA’s eligibility to provide services as a Third Party Servicer to Title IV participating institutions, the termination or limitation of a client institution’s eligibility to participate in the Title IV programs, or legal action by students or other third parties. A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from losses resulting from the violation and could result in fines, other sanctions or liabilities imposed on KNA.

Compliance by client institutions with Title IV program requirements and other federal, state and accreditation requirements. KNA currently provides services to education institutions that are subject to federal and state laws and regulations and extensive accrediting body requirements. A material portion of KNA’s revenues is attributable to deferred purchase price and service fees it receives under the TOSA with Purdue Global, which are dependent upon revenues generated by Purdue Global and Purdue Global’s eligibility to participate in the Title IV federal student aid program. To maintain Title IV eligibility, Purdue Global and KNA’s other client institutions must be certified by the ED as eligible institutions, maintain authorizations by applicable state education agencies and be accredited by an accrediting commission recognized by the ED. Purdue Global and KNA’s other client institutions must also comply with the extensive statutory and regulatory requirements of the Higher Education Act and other state and federal laws and accrediting standards relating to their financial aid management, educational programs, financial strength, disbursement and return of Title IV funds, facilities, recruiting practices, representations made by the school and other parties, and various other matters. Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans, permit borrower defenses to repayment of Title IV loans based on certain conduct of the institution, establish specific measures of financial responsibility and administrative capability, regulate the addition of new campuses and programs and other institutional changes, require compliance with state professional licensure board requirements to the extent applicable to institutional programs and require state authorization and institutional and programmatic accreditation. If the ED finds that Purdue Global or other client institutions have failed to comply with Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to:

• fining the school;
• requiring the school to repay Title IV program funds;
• limiting or terminating the school’s eligibility to participate in Title IV programs;
• initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing;
• transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds;
• requiring the school to submit a letter of credit;
• denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and
• referring the matter for possible civil or criminal investigation.

If Purdue Global or other client institutions lose or have limits placed on their Title IV eligibility, accreditation or state licensure, or if they are subject to fines, repayment obligations or other adverse actions due to their or KNA’s noncompliance with Title IV regulations, accreditor or state agency requirements or other state or federal laws, KNA’s financial results of operations could be adversely affected. On November 25, 2024, the ED approved Purdue Global’s Application for Participation in the Title IV program and granted a full Program Participation Agreement. This Program Participation Agreement expires on December 31, 2028, and will need to be renewed prior to that date pursuant to federal regulations. Per the terms of the Program Participation Agreement, Purdue Global must report to the ED any accreditation or governmental agency action or class action lawsuit.

Compliance, regulatory actions, reviews and litigation. KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED and the ED’s Office of the Inspector General (for financial aid services as a Third Party Servicer to Purdue Global), accrediting bodies and state and various other federal agencies. These compliance reviews could result in findings of noncompliance with statutory and regulatory requirements that could, in turn, result in the imposition of fines, liabilities, civil or criminal penalties or other sanctions against KNA and its client institutions. Separately, if KNA provides financial aid services to more than one Title IV participating institution (i.e., one or more participating institutions in addition to Purdue Global), or if the ED expands the current interpretation of the definition of Third Party Servicer to include services in addition to providing financial aid services, KNA will be required to arrange for an independent auditor to conduct an annual Title IV compliance audit of KNA’s compliance with applicable ED requirements. KNA’s client institutions are also required to arrange for an independent auditor to conduct an annual Title IV compliance audit of their compliance with applicable ED requirements, including requirements related to services provided by KNA.

In 2021, Kaplan received BDTR applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from students at Kaplan’s previously owned schools, including Kaplan University. It is not clear to what extent the ED will exclude claims based on the underlying statutes of limitations, evidence provided by Kaplan, prior settlements with these students relieving their debt outside of the BDTR process, or any prior investigation related to schools attended by the student applicants.

Kaplan believes it has substantive as well as procedural defenses to the borrower defense claims that would bar any student discharge or school liability, including that the claims are barred by the applicable statute of limitations, are unproven, incomplete and fail to meet regulatory filing requirements. Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges. If the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.

In the Sweet v. Cardona lawsuit in the Northern District of California which was settled in November 2022, Plaintiffs claimed that the ED failed to properly consider and decide pending BDTR claims. As part of the Sweet v. Cardona settlement, the ED agreed to review any BDTR applications submitted between June 23, 2022 and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students. Kaplan received those applications and believes none of the applications has merit and that the applications are far outside any statute of limitations period and accordingly Kaplan responded similarly to responses for prior claims. The total discharge amount sought or how much of that amount would apply to Kaplan University students is not fully known. The Sweet v. Cardona settlement requires the ED to adjudicate applications received during the designated time period pursuant to the requirements of the 2016 Borrower Defense Regulation. Kaplan believes it has significant defenses against any attempt by the ED at recoupment including the claims’ collective lack of merit, the applicable statute of limitations periods, and the ED’s standing for recoupment given the Sweet v. Cordona settlement. If the ED initiates a reimbursement action against Kaplan following approval of former students’ BDTR applications, Kaplan may be subject to significant liability.

In addition, Kaplan could be the subject of future compliance reviews or lawsuits related to formerly owned Kaplan University and KHE schools in connection with the pre-sale conduct of such schools that could result in monetary liabilities or fines or other sanctions against Kaplan.

Supplemental Education

KNA offers supplemental education at significant scale directly to students and professionals and indirectly through agreements with other organizations. The market covers exam preparation, professional licensure and certification, corporate training, career advising, and continuing education.

In 2025, KNA served approximately 782,280 students through its exam preparation, professional licensure and certification, and corporate training and continuing education programs and related products (such as online tutoring, online question banks and online practice tests), excluding sales of test prep books by third-party retailers. KNA publishes epubs, print test preparation books, and reference resources sold through retail channels. At the end of 2025, KNA published 1,029 titles available in print and digital formats, including 261 epub products. In 2025, KNA served approximately 3,420 business-to-business clients, including 165 Fortune 500 companies. The business also began expanding its public sector footprint in 2024, by offering “all access” arrangements to public institutions.

High School Segment. KNA, operating under the Kaplan Test Prep and Barron’s Educational Series brands, prepares students for high-stakes exams like the SAT, ACT, and AP and provides college admissions advising. On June 27, 2025, KNA acquired Ohana Institute, an accredited, innovative K-12 private school located in Inlet Beach, Florida. Ohana offers students creative programming, academic rigor and personalized support that leverages project-based learning and STEAM (Science, Technology, Engineering, Arts, Math) as core instructional elements.

College Segment. At the collegiate and post-graduate level, KNA provides preparation for admissions tests such as the LSAT, MCAT, GMAT, and GRE under the Kaplan and Manhattan Prep brands. This segment also provides preparation for Engineering and Architecture certification exams under the PPI brand and for attorney state licensure exams through Kaplan Bar Review and Preliminary Multistate Bar Review (PMBR).

In 2024, KNA began exam development for state bar examinations by entering into a contract with the State Bar of California to prepare questions for its exam. Also in 2024, KNA was awarded a contract with the State of Illinois to provide graduate school and licensure test preparation for the LSAT, MCAT, GMAT and GRE and license and certificate courses in nursing, financial services, real estate, engineering, and related to other professional careers to all Illinois public university students and all students at five community colleges in Illinois. The contract has a five-year initial term, which is subject to annual reappropriation of funds and has one optional five-year renewal term for a total contract term of 10 years. The state of Illinois may cancel the contract early if it lacks appropriated funds.

Health Segment. In the healthcare field, KNA provides professional licensure exam preparation for physicians (USMLE), nurses (NCLEX), pharmacists (NAPLEX), dentists (NBDE) and physician assistants (PANCE). Under the brand i-Human Patients, KNA offers online, simulated patient interaction training for medical health professionals, which is typically licensed to medical, nursing and physician assistant schools. KNA’s accredited Kaplan Medical Prep school offers USMLE in-person programs in New York approved by Student and Exchange Visitor Program (SEVP) for attendance by students with F-1 visas. Separately, Kaplan Medical Education, offers online continuing medical education for physicians, nurses and pharmacists which is accredited by Joint Accreditation for Interprofessional Continuing Education.

Finance and Real Estate Segment. In the accounting, insurance, securities, real estate, financial services and wealth management sectors, KNA provides professional license test preparation, as well as licensing and post licensing continuing education. Programs are operated under the brands Dearborn Real Estate Education, Kaplan Real Estate Education, Kaplan Financial Education and Kaplan Schweser. Additionally, KNA collaborates with organizations to solve their talent management challenges through customized corporate learning and development solutions.

Government Segment. KNA supports military advancement through the Bluejacketeer subscription service for Navy advancement exams. KNA also offers preparation programs for the Armed Services Vocational Aptitude Battery (ASVAB) that measure developed abilities and help predict future academic and occupational success in the military. KNA also provides education advising and test preparation services to state government agencies such as the Florida Department of Corrections.

TELEVISION BROADCASTING

Graham Media Group, Inc. (GMG), a subsidiary of the Company, owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as Social News Desk, a provider of social media management tools for news, government, education, and enterprise sectors. The following table sets forth certain information with respect to each of the Company’s television stations:

(a) Source: 2025/2026 Local Television Market Universe Estimates, the Nielsen Company, September 2025 and effective January 1, 2026, based on television homes in DMA (see note (b) below).

(b) Full-power commercial TV stations, Designated Market Area (DMA) is a market designation of the Nielsen Company that defines each television market exclusive of another, based on measured viewing patterns.

Revenue from broadcasting operations is derived primarily from the sale of advertising to local, regional and national advertisers. In 2025, advertising revenue accounted for 54% of the total revenue for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature. These factors include a station’s audience share and market ranking; seasonal fluctuations in demand for airtime; annual or biannual events, such as sporting events and political elections; and broader economic and other market trends, including alternative advertising platforms (e.g., digital advertising), among others.

GMG also derives significant revenue from retransmission agreements with traditional cable, satellite and other multichannel video program distributors (MVPDs), which typically provide for payment to GMG on a per-subscriber basis, as well as agreements for distribution on various digital platforms.

Regulation of Broadcasting and Related Matters

GMG’s television broadcasting operations are subject to the jurisdiction of the U.S. Federal Communications Commission (FCC) under the U.S. Federal Communications Act of 1934, as amended (Communications Act). Each GMG television station holds an FCC license that is renewable upon application for an eight-year period. As shown in the table above, the current terms of the GMG station licenses expire between 2028 and 2030. GMG expects the FCC to grant future license renewal applications for its stations in due course, but cannot provide any assurances that the FCC will do so.

Digital Television (DTV) and Spectrum Issues. Each GMG station (and each full-power television station nationwide) broadcasts only in a digital format, which allows transmission of HDTV programming and multiple channels of standard-definition television programming (multicasting).

Television stations may receive interference from a variety of sources, including interference from other broadcast stations, that is below a threshold established by the FCC. That interference could limit viewers’ ability to receive television stations’ over-the-air signals. The amount of interference received by television stations could increase in the future based on the FCC’s decision to allow electronic devices, known as “white space” devices, to operate in the television frequency band on an unlicensed basis on channels not used by nearby television stations.

In November 2017, the FCC voted to adopt rules authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV (NextGenTV) or ATSC 3.0. The new standard is designed to allow broadcasters to provide consumers with better sound and picture quality; hyper-localized programming, including news and weather; enhanced emergency alerts; and improved mobile reception. The ATSC 3.0 standard allows for the use of targeted advertising and more efficient use of spectrum by, for example, allowing for more multicast streams to be aired on the same six-megahertz channel. ATSC 3.0 is not backward compatible with existing television equipment (although certain adapters/converter boxes are now commercially available), and the FCC’s rules require full-power television stations that transition to the new standard to continue broadcasting a signal in the existing DTV standard (ATSC 1.0) (the “simulcasting” requirement) until the FCC phases out the requirement in a future order. Under current rules, a transitioning station’s DTV-formatted content must be substantially similar to the programming aired on its ATSC 3.0 channel until July 17, 2027, to ensure that all viewers continue to have access to the same DTV-formatted programming during the transition to the NextGenTV standard. In a notice released in October 2025, the FCC proposed to eliminate both the simulcasting and the “substantially similar” requirements for stations transitioning to or broadcasting in ATSC 3.0, and to make other updates to the current ATSC 3.0 rules. As of December 31, 2025, GMG is broadcasting in the ATSC 3.0 standard on all of its stations. It is too soon to predict precisely how the use of broadcast spectrum for ATSC 3.0 services could impact the broadcast industry.

In recent years, the FCC has authorized the use by wireless broadband providers and other unlicensed devices of certain bands of spectrum that have historically been used by broadcast stations and satellite operators. Broadcasters continue to urge the FCC to ensure that incumbent broadcast operations are protected against interference from new users, including unlicensed devices operating in those bands. In November 2023, GMG timely filed a certification identifying all of its current, active authorizations in the 12.7-13.25 GHz band of spectrum, as required by the FCC as it considers whether to allow unlicensed devices, or new satellite uses, to operate in that band. In the 4.0-4.2 GHz band, GMG holds various authorizations currently classified as “incumbent,” which are entitled to certain regulatory accommodations in the event any action is taken by the FCC to repurpose the 3.98-4.2 GHz band, including authorizing additional users in the band or relocating incumbent broadcast users from their current allocations in the band. The extent to which GMG’s broadcast business will be affected by FCC action allowing new users, including unlicensed devices, to operate in bands of spectrum currently used by broadcasters is not yet known.

Carriage of Local Broadcast Signals. Congress has established, and periodically extended or otherwise modified, various statutory copyright licensing regimes governing the local and distant carriage of broadcast television signals on traditional cable and satellite systems.

At present, the statutory copyright license does not extend to so-called “virtual” MVPDs (vMVPDs) that distribute programming via the internet. GMG cannot predict whether or how Congress may maintain or modify these regimes in the future, or what effect such decisions would have on its broadcast operations.

The Communications Act and FCC rules allow a commercial television broadcast station, under certain circumstances, to insist on mandatory carriage of its signal on cable systems serving the station’s market area (referred to as “must carry”). Alternatively, stations may elect, at three-year intervals, to forgo must-carry rights and allow their signals to be carried by cable systems only pursuant to a “retransmission consent” agreement negotiated by the broadcaster and the cable provider. A station that fails to make a timely carriage election is presumed to have elected “must carry.”

Commercial television stations may also elect either mandatory carriage or retransmission consent with respect to the carriage of their signals on direct broadcast satellite (DBS) systems that provide “local-into-local” service (i.e., systems that distribute the signals of local television stations to viewers in the local market area). A station that fails to make a timely carriage election on a DBS system has no mandatory carriage right and retains only its retransmission consent rights.

Stations that elect retransmission consent may negotiate for compensation from cable and DBS systems in exchange for the right to carry their signals. Retransmission consent elections must be made every three years. The most recent election deadline was October 1, 2023. Each of GMG’s television stations has elected retransmission consent for both cable and DBS operators, and each is carried on all of the major cable and DBS systems serving each station’s respective local market pursuant to retransmission consent agreements.

Statutory changes over the last several years have resulted in changes to certain FCC rules governing retransmission consent negotiations. Pursuant to the Television Viewer Protection Act, enacted on December 20, 2019, the FCC made changes to the “good faith” standards that govern retransmission consent negotiations, as a result of which “large station groups” (groups of television broadcast stations that have a national audience reach of more than 20%) are required to negotiate in good faith with MVPD “buying groups” (entities that negotiate on behalf of multiple small MVPDs). GMG does not qualify as a “large station group” under the statute and therefore is not subject to this obligation. While GMG does not anticipate that these rules will materially affect its bargaining position in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power in retransmission consent negotiations), such changes could have a material effect on GMG’s retransmission consent revenues.

In 2014, the FCC opened a proceeding to consider whether certain vMVPDs should be classified as MVPDs and thus subject to the retransmission consent rules. Eleven years later, the FCC has taken no action in that proceeding, despite broadcasters’ sustained advocacy efforts. Because the retransmission consent rules at present do not apply to vMVPDs such as YouTube TV, Hulu + Live TV, FuboTV, and DIRECTV Stream, the national broadcast networks negotiate agreements with vMVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are essentially unable to negotiate directly with vMVPDs to reach agreements for the carriage of their signals. Unless the FCC enacts rules (or Congress enacts legislation) that classify vMVPDs as MVPDs or otherwise apply the retransmission consent rules to vMVPDs, GMG may be unable to negotiate carriage agreements with these distribution services that include the payment of market-based retransmission fees or provide other favorable terms with respect to, for example, carriage of the stations’ signals in specific tiers or genre packages offered by the vMVPD. At the same time, broadcasters have no “must carry” rights with respect to vMVPDs and thus often cannot secure carriage of non-network-affiliated commercial television stations on vMVPD platforms. As one example, WJXT-TV is not carried on Hulu + Live TV. The current rules are significant to GMG stations as vMVPD subscriber numbers continue to increase. vMVPD YouTube TV has reported 10 million subscribers and is poised to become the largest pay-TV provider, surpassing traditional facilities-based cable and satellite distributors.

The FCC has also considered proposals to alter its rules governing network non-duplication and syndicated exclusivity. In March 2014, the FCC solicited comments on a proposal to eliminate its network non-duplication and syndicated exclusivity rules, which restrict the ability of cable operators, DBS systems and other distributors classified by the FCC as MVPDs to import the signals of out-of-market television stations with duplicate programming during retransmission consent disputes or otherwise. The FCC has not acted on that proposal. If Congress or the FCC were to enact further changes to the exclusivity rules, such changes could materially affect the GMG stations’ bargaining position in future retransmission consent negotiations.

Ownership Limits. The Communications Act and the FCC’s rules limit the number and types of media outlets in which a single person or entity may have an attributable interest. The FCC is required by statute to review its media ownership rules (with the exception of the national television ownership rule, discussed below) every four years to determine whether those rules remain necessary in the public interest as a result of competition. This process is referred to as the quadrennial review. The media ownership rule most relevant to GMG is the local television ownership rule. The “duopoly rule” prohibits ownership of more than two, full-power television stations in a single market. One aspect of the rule, which prohibited a single broadcaster from owning (or having an attributable interest in) two full-power television stations licensed in the same Nielsen DMA if both were ranked among the top four stations in the market (the two top four restriction), was eliminated in July 2025 following litigation challenging the FCC’s 2018 quadrennial review order.

Under the national television ownership rule, a single person or entity may have an attributable interest in an unlimited number of television stations nationwide, as long as the aggregate audience reach of such stations does not exceed 39% of nationwide television households and as long as such interest complies with the FCC’s other ownership restrictions. That calculation takes into account the 50% Ultra High Frequency (UHF) discount, under which stations broadcasting on UHF channels are credited with only half the number of households in their market. In December 2017, the FCC initiated a rule-making proceeding seeking comments regarding its authority to modify or eliminate the national television ownership cap, as well as the potential elimination of the UHF discount. In June 2025, the FCC called for comments to “refresh” the eight-year-old record. Interested parties filed comments in August 2025, several of which called for elimination of the national ownership cap. That proceeding remains open, and no FCC decision has yet been issued.

Programming. Six of GMG’s seven stations are affiliated on their primary stream with one of the national television networks that provides a substantial amount of programming to their television station affiliates. The expiration dates of GMG’s affiliation agreements are set forth in the table at the beginning of this Television Broadcasting section. WJXT, one of GMG’s Jacksonville stations, has operated as an independent station since 2002. In addition, each GMG station receives programming from syndicators and other third-party programming providers. GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations. Any substantial decline in the quality or availability of such programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising and distribution revenues, or enter into certain transactions in the future. In addition, the advent of network direct-to-consumer platforms such as Paramount+, ESPN Unlimited, Fox One, and Peacock potentially impacts the value of programming provided by the national networks, much of which is also (or, in some instances, exclusively) available on the network-owned streaming platforms. The availability of network programming to subscribers on those platforms could affect GMG’s leverage in its retransmission consent negotiations.

Public Interest Obligations. To satisfy FCC requirements, stations are generally expected to air a specified number of hours of programming intended to serve the educational and informational needs of children, and to complete reports on an annual basis concerning children’s programming. At present, the rules require stations to air at least 156 hours annually of “core programs,” including at least 26 hours per quarter of regularly scheduled weekly programs. In July 2019, the FCC modified the children’s programming rules to provide broadcasters with more flexibility in meeting their public interest obligations. Among other things, the current rules allow up to 52 hours per year of children’s programming to consist of educational specials and/or short-form programming. The prior rules required all qualifying programming to be regularly scheduled and aired in 30-minute blocks. While stations are required to air the substantial majority of their educational and informational children’s programming on their primary program stream, under the current rules they may air up to 13 hours per quarter of regularly scheduled weekly programming on a multicast stream. In addition, the FCC requires stations to limit the amount of advertising that appears during certain children’s programs.

Other FCC regulations and policies ensure that broadcast licensees operate in the public interest, including rules requiring the disclosure of certain information and documents in an online public inspection file; rules requiring the closed-captioning of programming to assist television viewing by the hearing impaired; video description rules to assist television viewing by the visually impaired; rules concerning the captioning of video programming distributed via the internet; rules governing the broadcast of emergency alerts; rules requiring broadcasters to maintain equal employment opportunity recruitment programs; rules imposing certain inquiry, disclosure, and recordkeeping requirements related to programming sponsored by foreign governmental entities; and rules concerning the volume of commercials. Compliance with these rules imposes additional costs on the GMG stations that could affect GMG’s operations. In March 2025, the FCC issued a public notice commencing a proceeding in which the FCC seeks to modify or eliminate outdated and burdensome regulations. Multiple commenters, including broadcasters and broadcast industry groups, urged the elimination of a large number of FCC rules, including several recordkeeping and reporting requirements that apply to broadcast television stations. That proceeding remains open; to date, the FCC has released a series of orders addressing a wide array of rules applicable to a number of industries, including broadcast television.

Political Advertising. The FCC regulates the sale of advertising by GMG’s stations to candidates for public office and imposes other obligations regarding the broadcast of political announcements more generally, including the disclosure of certain information related to such advertising in the station’s online public inspection file. The application of these regulations may limit the advertising revenues of GMG’s television stations during the periods preceding elections. Failure to comply with the political advertising rules may result in enforcement actions by the FCC. The Company has procedures in place regarding compliance with the FCC’s political advertising rules and seeks the advice and guidance of outside counsel as appropriate, but cannot predict how the FCC’s future application of these rules will affect GMG’s stations.

Broadcast Indecency. The FCC’s policies prohibit the broadcast of indecent and profane material during certain hours of the day, and the FCC may impose monetary forfeitures when it determines that a television station has violated that policy. Broadcasters have repeatedly challenged these rules, arguing, among other things, that the FCC has failed to justify its indecency decisions adequately; the FCC’s policy is too subjective to guide broadcasters’ programming decisions; and the FCC’s enforcement approach otherwise violates the First Amendment.

The Company cannot predict how GMG’s stations may be affected by the FCC’s current or future interpretation and enforcement of its indecency policies.

HEALTHCARE

The healthcare group provides home health infusions through its CSI Pharmacy Holding Company, LLC (CSI) segment and other healthcare services, including home health, hospice and palliative care; software-as-a-service technology; physician services for allergy, asthma and immunology patients; in-home aesthetics; and applied behavior analysis therapy. The healthcare group served over 140,000 patients in 2025.

CSI

CSI, headquartered in Dallas, TX, is a nationwide specialty home infusion pharmacy licensed in all 50 states serving patients suffering from chronic and rare illness. CSI specializes in treating chronic diseases with biologics and plasma-derived therapies, with revenues derived primarily from immunoglobulin (IG) therapy. CSI delivers high-cost, specialty infusion medications to patients’ homes, supported by skilled nurses who provide complex clinical management to ensure safe and effective therapy.

Other Healthcare

Other healthcare businesses include Graham Healthcare Group (GHG) which involves home health, palliative and hospice operations. GHG provides services to approximately 94,000 patients annually across the states of Michigan, Illinois, Pennsylvania, Kansas, Missouri, Ohio, and Florida. GHG’s brands include Residential Home Health, Residential Hospice, AHN Healthcare@Home, and Mary Free Bed at Home, and across these companies there are 18 home health, 11 hospice, and six palliative care operating units. Fourteen of GHG’s 35 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients. Home health care helps patients gain independence and remain safe at home as active community members. Hospice care supports patients and their families’ unique physical, emotional, and spiritual needs, while focusing on optimizing quality of life, comfort, and dignity. Palliative care complements curative treatments and is provided by in-home nurse practitioners who aim to treat advanced pain and uncomfortable symptoms of disease. All home health, palliative, and hospice operating units are Medicare certified and accredited. GHG generates over 90% of its revenues for home health, palliative, and hospice services from Medicare and Medicare Advantage payors. The remaining sources of revenue are from Medicaid, commercial insurance, and private payors.

Clarus, based in Nashville, TN, provides patient call management solutions to ambulatory clinics within health systems, Management Service Organizations, independently owned physician practices and home health agencies. Clarus replaces traditional human-staffed answering services with an agentic AI SaaS-based solution. Clarus streamlines ambulatory clinic workflows for patient calls. The solution assists in reducing direct costs, managing patient phone calls and more quickly resolving patient needs while also enabling improvements in patient access and boosting provider satisfaction.

Impact Medical operates a full-service physician practice dedicated to providing advanced care for allergies, asthma, and immunology with eight locations in New Jersey and New York.

Skin Clique is a concierge aesthetic medicine and product practice. Skin Clique generates much of its revenue from neurotoxin injections and the remaining revenue from GLP-1, skin peels, skin consultations, dermal fillers, microneedling, and medical-grade skin care products. Skin Clique, based in Charleston, SC, serves clients across approximately 42 states.

Surpass Behavioral Health operates 14 Applied Behavior Analysis (ABA) clinics throughout Kentucky, South Carolina and Georgia, as well as a school program in Pennsylvania, and a positive behavior support program in Kentucky. Surpass Behavioral Health is headquartered in Nashville, TN. Approximately 70% of its revenue is generated across the 14 clinics, with a smaller portion coming from the school settings, and the remaining generated through the Kentucky positive behavior support program.

MANUFACTURING

Hoover Treated Wood Products, Inc.

Hoover Treated Wood Products, Inc. (Hoover) is a multi-product supplier to the commercial building industry. Hoover, founded in 1955, is a supplier of pressure-impregnated kiln-dried lumber and plywood products for fire-retardant and preservative applications and is headquartered in Augusta, GA. On July 15, 2025, Hoover acquired Arconic Architectural Products, LLC (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. Hoover operates 11 facilities across the country and services a wood stocking distributor network of more than 100 locations spanning the U.S. and Canada.

Group Dekko Inc.

Group Dekko Inc. (Dekko) is an electrical solutions company that focuses on innovative power charging and data systems; industrial and commercial indoor lighting solutions; and the manufacture of electrical components and assemblies for medical equipment, transportation, industrial and appliance products. Dekko, founded in 1952, is headquartered in Fort Wayne, IN, and operates 10 facilities in four states and Mexico.

Joyce/Dayton Corp.

Joyce/Dayton Corp. (Joyce/Dayton) is a leading manufacturer of screw jacks, linear actuators and related linear motion products and lifting systems in North America. Joyce/Dayton provides its lifting and positioning products to customers across a diverse range of industrial end markets, including renewable energy, metals and metalworking, oil and gas, satellite antennae and material handling sectors.

Forney Corporation

Forney Corporation (Forney) is a global supplier of burners, igniters, dampers, and controls for combustion processes in electric utility and industrial applications. Forney is headquartered in Addison, TX, and its manufacturing plant is in Monterrey, Mexico. Forney’s customers include power plants and industrial systems around the world.

AUTOMOTIVE

Graham Automotive LLC

The Company owns a 90% interest in eight automotive dealerships in the Washington, D.C. area: Ourisman Honda of Tysons Corner in Virginia; Ourisman Lexus of Rockville in Maryland; Ourisman Ford of Manassas in Virginia; Toyota of Woodbridge in Virginia, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge in Virginia; Ourisman Toyota of Richmond in Henrico, Virginia; Ourisman Kia in Bethesda, Maryland; and Ourisman Honda of Woodbridge in Virginia. The Company has a management services agreement with an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda, which provides valet automotive repair services in the Washington, D.C. metropolitan area.

OTHER ACTIVITIES

Clyde’s Restaurant Group

Clyde’s Restaurant Group (CRG), founded in 1963, owns and operates 14 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including six Clyde’s locations, Old Ebbitt Grill, The Hamilton, Hamilton Live, Rye Street Tavern, Cordelia Fishbar, 1789 Restaurant, Fitzgerald’s and The Tombs. CRG has another restaurant under construction, Ebbitt House, with the planned opening in 2026. Additionally, a Clyde’s will open in Dulles International Airport under a licensing agreement in 2026.

Framebridge, Inc.

Framebridge, Inc. (Framebridge) provides high-quality, affordable and fast custom framing directly to consumers. Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up. Framebridge is headquartered in Bethesda, MD, with 44 retail locations and three manufacturing facilities in Kentucky, Nevada, and Virginia.

Saatchi Online, Inc.

Saatchi Online, Inc. (Saatchi Art) including SaatchiArt.com and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., U.K. and Australia. Saatchi Art’s online art gallery features a wide selection of original paintings, drawings, sculptures and photography.

Society6, LLC

Society6, LLC (Society6) is an online art and design marketplace where a curated community of artists and designers can market and sell their original art and designs printed on a wide variety of products. Its made-to-order marketplaces, consisting of Society6.com and its wholesale channel Deny Designs, provide its artists and designers with an online commerce platform to feature and sell their original art and designs on an array of consumer products primarily in the home décor category. Deny Designs sells products to trade and hospitality clients, as well as retail distribution partners.

Code3 LLC

Code3 LLC (Code3) is a marketing and insights company that manages digital advertising for global and mid-market brands and early-stage companies. It delivers media, creative and data services to transform consumer and performance data into planning, content, media activation and measurement to maximize return on investment. Code3 works across platforms such as Facebook, Instagram, Amazon, Google, TikTok, X, Pinterest, Snapchat and YouTube, as well as direct digital media relationships and streaming TV and audio solutions.

Decile LLC

Decile LLC (Decile) is an AI-powered ecommerce analytics platform that helps marketers extract value from their proprietary first-party customer, product and sales data. Decile provides software and an AI Analyst (“Luma”) to help its business clients better understand customer personas, customer acquisition and retention, product analytics and how to increase profitable growth.

The Slate Group LLC

The Slate Group LLC (Slate) publishes Slate, an online magazine. Slate features articles and podcasts analyzing news, politics and contemporary culture and adds new material on a daily basis. Content is supplied by the magazine’s own editorial staff, as well as by independent contributors. As measured by The Slate Group, Slate had an average of more than 5 million unique visitors per month and averaged more than 15 million page views per month across desktop and mobile platforms in 2025. The Slate Group owns an interest in E2J2 SAS, a company incorporated in France that produces a French-language news magazine website at slate.fr.

Foreign Policy LLC

Foreign Policy LLC (Foreign Policy) produces Foreign Policy magazine and the ForeignPolicy.com website, which cover developments in national security, international politics, global economics and related issues. The site features analysis, unique news content, specialized channels and newsletters, and podcasts focusing on regions and topics of interest. Foreign Policy provides insight and analysis into global affairs for government, military, business, media and academic leaders. FP Events also produces a growing number of live and virtual events, bringing together government, military, business and investment leaders to discuss important regional and topical developments and their implications.

City Cast LLC

City Cast LLC (City Cast) is a local media network currently operating in 13 cities around the country. City Cast publishes daily podcasts, email newsletters, and social media posts covering local news, events, and places. City Cast also hosts occasional real-world events for its listeners and readers.

Supporting Cast LLC

Supporting Cast LLC (Supporting Cast) provides a software-as-a-service platform that enables podcasters and media companies to monetize premium audio content through paid subscriptions, memberships, and audiobooks. The platform's distinctive approach eliminates the need for native apps, delivering exclusive content to subscribers through mainstream podcast players including Spotify, Apple Podcasts, and YouTube Music.

COMPETITION

EDUCATION

Kaplan’s businesses operate in fragmented and competitive markets.

Kaplan International. Kaplan operates within highly fragmented and competitive markets across its global footprint. For KI, this landscape is disaggregated featuring competitors ranging from large for-profit universities to small English-language course providers, as well as government-supported institutions offering similar training. Success in this arena is driven by variable factors such as program offerings, the ranking of university partners, convenience, cost, placement rates, reputation, and the quality of instruction and student services. To maintain its market position, KI leverages competitive advantages including the delivery of high-quality educational experiences, widespread brand recognition, competitive pricing, and strong relationships with corporate clients and recruitment partners.

Kaplan North America. KNA competes with companies that provide various education technology solutions, consumer test and licensure preparation and course delivery, corporate training, university administrative support for online programs and courses, curriculum development, overall online program development and analytics for colleges and universities, as well as support for corporate, employer and employee education programs. The market for KNA’s services and products, and especially its higher education services and products, is dynamic and rapidly evolving, and several competitors offer a mix of some of the same products and services or are seeking to move into the markets in which KNA operates. Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements. KNA’s ability to effectively compete in the higher education services markets will depend in large part on its successful delivery and navigation of these factors. While the competitive landscape is expanding, KNA’s resources, capabilities and experience are key differentiators in the market. Similarly, KNA’s supplemental education products and services compete with a wide range of national, regional, local, online and location-based competitors. In the area of test prep, competitors vary by test, with many focused on preparing students for a single high-stakes test. For its curricular and assessment services, KNA has a number of national competitors as well as competitors focused on preparation for particular tests. Competitive factors for the supplemental education products vary by product line and include price, features, modality, schedule and reputation. Although KNA faces intense competition and shifting consumer preferences in these areas, particularly with respect to online test preparation, where some new competitors are offering lower-cost and free test preparation products, KNA and Kaplan remain leading names in test preparation owing in part to their technical expertise and capabilities, quality of instructors, content, curricula, longevity and reputation in the industry. KNA’s professional licensure training and preparation and corporate training products and services offer a broad portfolio of products, many within highly regulated and mature industries, including securities, insurance, real estate and wealth management, where competition includes a wide variety of national, regional and local companies seeking the same market share and resulting in deep price discounting and commoditization of offerings.

TELEVISION BROADCASTING

GMG competes for audiences and advertising revenues with television and radio stations, cable systems, video services offered by telephone and broadband companies serving the same or nearby areas, DBS services, digital media services, and, to a lesser degree, with other media providers, such as newspapers and magazines. Cable systems operate in substantially all of the areas served by the Company’s television stations, where they compete for television viewers by importing out-of-market television signals; by distributing pay-cable, advertiser-supported, and other programming that is originated for cable systems; and by offering movies and other programming on an on-demand, digital, or pay-per-view basis. In addition, DBS services provide nationwide distribution of television programming, including pay-per-view programming and programming packages unique to DBS, using digital transmission technologies. Moreover, to the extent that competing television stations in the Company’s television markets continue to transition to ATSC 3.0, such stations may pose an increased competitive challenge to the Company’s stations in the future, such as by offering an increased number of multicast channels or by offering advanced features.

Competition continues to increase from established and emerging online distribution platforms. Movies and other video programming are increasingly available on an on-demand basis through a variety of online platforms, including ad-supported viewing on platforms such as Pluto TV and Tubi, and subscription-based access through services such as Netflix and Amazon Prime Video. In addition, internet-based subscription services offering live television programming have been launched both by traditional pay-TV service providers (such as DISH and DIRECTV) and other entrants (such as YouTube TV, Hulu and Fubo). The national broadcast networks have also launched proprietary direct-to-consumer digital platforms, such as Peacock (NBC) and Paramount+ (CBS), which include both access to network programming and, in some cases, the live linear programming of local network-affiliated stations. The Company has entered into agreements for some of its stations to be distributed via certain of these services, typically (with respect to vMVPDs) through opt-in agreements negotiated by the stations’ affiliated networks. Participation in these services has given the Company’s stations access to new distribution platforms. At the same time, competition from these various platforms could adversely affect the viewership of the Company’s television stations via traditional platforms and/or the Company’s strategic position in negotiations with pay-TV services. In addition, the networks’ increased role in negotiating online distribution arrangements for their affiliated stations, together with the networks’ imposition of higher fees on affiliated stations in exchange for the right to distribute network programming in their markets (much of which programming is no longer exclusive to network-affiliated stations in their local markets) and for broadcast and traditional pay-TV retransmission rights, may have broader effects on the overall network-affiliate relationship, the extent to which the Company cannot now predict. In November 2025, the FCC opened a proceeding focused on the current state of the network-affiliate relationship. The comment period in that proceeding has closed, but the FCC has taken no action in that docket to date.

HEALTHCARE

The specialty home infusion market is highly competitive and continues to evolve rapidly. CSI competes with a wide range of providers, including hospital outpatient departments, payer- and PBM-owned specialty pharmacies, large national home infusion providers expanding into specialty and higher-acuity therapies, and independent infusion platforms benefiting from increased capital investment and aggressive growth strategies. The home health and hospice industries are extremely competitive and fragmented, consisting of both for-profit and nonprofit companies. According to the Medicare Payment Advisory Commission’s July 2025 Data Book, there are approximately 12,057 Medicare-certified home health agencies and approximately 6,535 hospices in the U.S. Home health and hospice services are marketed to physicians, discharge planners and social workers at hospitals, nursing homes, senior living communities and physicians’ offices through a direct sales model. Throughout the states in which it operates, GHG’s home health and hospice services compete primarily with both privately owned and hospital-operated home health and hospice service providers. The competitive landscape for the other healthcare businesses is highly fragmented, with competition from a number of small providers and a few national companies. The healthcare group differentiates its offerings based on response time, clinical programming, clinical outcomes and patient satisfaction.

MANUFACTURING

Hoover Treated Wood Products, Inc.

The markets for both aluminum cladding and fire‑retardant wood products are highly competitive, and Hoover faces risks from numerous domestic and international manufacturers offering comparable building‑material solutions. Competitors may benefit from greater scale, lower raw‑material costs, or broader distribution networks, which could exert pricing pressure and adversely affect margins. These product categories are also exposed to volatility in key input costs, including aluminum and lumber, as well as changes in trade policies and tariffs that may disrupt supply chains or increase material costs. Demand for cladding systems and fire‑retardant wood products is further influenced by macroeconomic conditions, including construction‑cycle downturns, reduced commercial building activity, and shifts in public or private infrastructure spending.

Group Dekko, Inc.

Dekko has three distinct product categories that compete in fragmented, competitive global markets: power and data distribution for office and furniture products, lighting solutions, and electrical harness manufacturing. These products are sold through dealer and distribution channels and original equipment manufacturer customers, focused primarily on the North American market. While all markets and products are price sensitive, technology, engineering solutions, quality and delivery performance are critical in purchase decisions. Dekko’s multiple long-term relationships, high-quality manufacturing facilities, engineering support and reputation as a solutions provider, in addition to being a product supplier, all contribute to sustaining its competitive advantages.

AUTOMOTIVE

Graham Automotive LLC

The retail automotive industry is highly competitive and fragmented. Automobile dealerships compete with dealerships offering the same brands as well as those offering other manufacturers’ brands. Competitors include small local dealerships and large national multi-franchise automotive dealership groups. In addition to competition for vehicle sales, dealerships compete for parts and service business with other dealerships, automotive parts retailers and independent mechanics. The principal competitive factors in vehicle sales are price, selection of vehicles, location of dealerships and quality of customer service. The principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts, factory-trained technicians and the quality of customer service.

OTHER ACTIVITIES

Clyde’s Restaurant Group

The restaurant industry is highly competitive. CRG competes with national and regional chains and independent, locally owned restaurants for customers and personnel. The principal bases for competition are types of food and service, quality, price, location, brand and attractiveness of facilities.

Framebridge, Inc.

Framebridge operates in a highly fragmented market. Competitors include small local retail operations and a few national retail chains. The competitive factors in the framing industry are price, selection and convenience. Framebridge’s centralized manufacturing, clear and transparent pricing, retail stores that are optimized for foot traffic and a curated buying experience rather than framing workshops, and strong e-commerce and digital capabilities contribute to its competitive advantages.

Saatchi Online, Inc.

Saatchi Art competes with a wide variety of online and brick-and-mortar companies selling comparable products. Its online art gallery and in-person art fair business compete with traditional offline art galleries, art consultants and online platforms selling original artwork, such as Artfinder, Artspace, Rise Art, Singulart, eBay and Amazon Art; home retailers that sell wall art such as West Elm, Crate and Barrel, and Restoration Hardware; and various art fairs that feature reasonably priced artwork from emerging artists, such as The Affordable Art Fair.

Society6, LLC

Operating an e-commerce marketplace is highly competitive, and Society6 expects competition to increase in the future. Society6 competes with a wide variety of online and brick-and-mortar companies selling comparable products. Its made-to-order marketplace business primarily competes with companies that also utilize a made-to-order business model whereby consumer products featuring artist designs are produced by third-party fulfillment partners and shipped directly to customers, such as Redbubble, Zazzle, Art.com, Shutterfly and Minted, as well as companies that offer broader home décor and apparel products, such as Amazon, Etsy, and Wayfair. Additionally, Society6 is facing, and will likely continue to face, increased international competition from brands offering ultra-low-cost goods, such as Shein and Temu.

Code3

The business of managed digital advertising is highly competitive. Public multinational advertising agencies may exacerbate price competition in an attempt to protect existing relationships with advertising clients in traditional media formats such as television. Public and private advertising technology companies, digital media agencies and newer market entrants such as consulting firms also compete on price, service and technology offerings. Code3 seeks to maintain a competitive advantage and maximize its clients’ return on advertising budgets by utilizing a combination of best-in-class third-party technologies, artificial intelligence (AI), and the deep expertise of its employees, who manage media spending on the largest digital platforms and a full-service creative team with a nuanced understanding of digital media.

Decile LLC

Decile faces competition from lower-cost providers that provide a narrower data analytics and reporting offering. In addition, at higher price points aimed at larger marketers ($100M+ annual revenue), there are several large customer data platform competitors or in-house solutions that attempt to unify many disparate sources of data to improve omnichannel advertising outcomes. Decile seeks to maintain a competitive advantage by providing a better view of high-value customers and personas and their associated value and making it easier for clients to activate those customers in a more personalized way. Decile’s third-party data enrichment capabilities and advanced analytics (now surfaced via Luma AI, Decile’s ecommerce analyst) serve as key differentiators in the mid-market space where those capabilities are either not affordable or not available at all.

The Slate Group LLC

As a digital media company, Slate operates in highly competitive markets for subscribers, audiences and advertisers. For written work, Slate faces competition from other online publishers, especially magazines and newspapers. In podcasting, Slate faces competition from other podcast networks, as well as traditional radio networks. In the face of stiff competition, Slate is able to attract and retain a large educated, affluent audience and subscriber base by creating high-quality content, and is then able to compete for advertisers who wish to reach that audience on trusted, brand-safe properties.

City Cast LLC

City Cast is the only national network of daily local podcasts. City Cast faces significant competition in all aspects of its business. Several companies operate large national networks of local daily newsletters, notably Axios and 6am City, both of which have many more subscribers than City Cast. There are also single-city daily newsletters–often created by the local newspaper–in every city where City Cast is located. On the podcasting side, public radio stations in most City Cast markets create local podcasts, as do some commercial radio stations. Social media accounts from influencers and media companies also compete with City Cast. City Cast competes for advertising dollars with all these newsletter, podcast, and social media competitors, as well as with local radio, newspaper, TV and digital outlets.

Foreign Policy

As a geopolitical media company, Foreign Policy produces daily digital news, a quarterly magazine, research and analytics, podcasts and in person events around the world. With a global audience of senior leaders, Foreign Policy has a range of competitors, from global news organizations to niche research and consulting firms that focus on geopolitical topics. In the event space, it also competes and cooperates with large global events hosted by nonprofit and for-profit organizers, including think tanks. Foreign Policy's unique combination of highly produced news analysis, research and programming is a strong differentiator for its subscribers and partners.

Supporting Cast

In the growing creator monetization landscape, Supporting Cast differentiates itself from competitors like Patreon and Apple Podcasts Subscriptions through its white-label service model. While most platforms maintain direct control of subscriber data and payment information, Supporting Cast empowers clients to own their customer relationships. The platform has carved out a strong market position by specializing in complex subscription architectures, multi-show network capabilities, and customizable enterprise solutions that meet the needs of major media organizations.

EXECUTIVE OFFICERS

The executive officers of the Company, each of whom is elected annually by the Board of Directors, are as follows:

Donald E. Graham, age 80, Chairman Emeritus, served as Chairman of the Board of the Company from September 1993 until May 2023 and served as Chief Executive Officer of the Company from May 1991 until November 2015. Mr. Graham served as President of the Company from May 1991 until September 1993 and prior to that had been a Vice President of the Company for more than five years. Mr. Graham also served as Publisher of The Washington Post (the Post) from 1979 until September 2000 and as Chairman of the Post from September 2000 to February 2008.

Timothy J. O’Shaughnessy, age 44, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr. O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company.

Andrew S. Rosen, age 65, became Executive Vice President of the Company in April 2014. He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 39 years at the Company and its affiliates. He joined the Company in 1986 as a staff attorney with the Post and later served as assistant counsel at Newsweek. He moved to Kaplan in 1992 and held numerous leadership positions there before being named Chairman and Chief Executive Officer of Kaplan, Inc.

Wallace R. Cooney, age 63, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller.

Jacob M. Maas, age 49, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015. Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008.

Nicole M. Maddrey, age 61, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms. Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Marcel A. Snyman, age 51, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr. Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008.

Sandra M. Stonesifer, age 41, became Senior Vice President and Chief HR and Administrative Officer in January 2026. She joined the Company as Chief Human Resources Officer in January 2021. Prior to joining the Company, Ms. Stonesifer was a consultant with S-Squared Consulting, an organization development consulting company.

HUMAN CAPITAL

The Company employs approximately 19,920 people worldwide, of which approximately 11,930 are employed in the U.S. and approximately 7,990 are employed outside the U.S. Employment across each of the Company’s businesses is further discussed below.

Worldwide, Kaplan employs approximately 6,833 people on a full-time basis as well as a substantial number of part-time employees, approximately 4,400, across 40 countries. Part-time employees serve in a variety of instructional and administrative capacities. Collectively, in the U.S. and Canada, approximately 91 Kaplan employees are represented by a union. There are several countries, such as the U.K., Australia, and Singapore, where union membership is not disclosed to the employer. Nevertheless, there are recognized unions in Liverpool and Glasgow. Furthermore, in Australia, while union membership is generally not disclosed to employers, Kaplan is aware that some employees are union members where unions act as their representatives in matters such as bargaining or disputes, and Kaplan engages with those unions to the extent legally required (including bargaining with unions as default bargaining representatives for their members).

GMG has approximately 885 employees, including 866 full-time employees and 19 part-time employees, of whom approximately 106 are represented by a union.

Among our healthcare companies, GHG has approximately 2,523 full-time employees and 556 part-time employees. CSI has approximately 429 full-time employees and 313 part-time employees. Surpass has approximately 301 full-time employees and 34 part-time employees. Impact Medical has approximately 33 full-time employees and 46 part-time employees. Skin Clique has approximately 40 full-time employees and three part-time employees. Clarus has approximately 13 employees and one part-time employee. No employees in the healthcare group are represented by a union.

In the manufacturing segment, Hoover has approximately 517 full-time employees, of whom 15 are represented by a union. Dekko has approximately 930 full-time employees, none of whom is represented by a union. Joyce/Dayton has approximately 200 full-time employees and five part-time employees, none of whom is represented by a union. Forney has approximately 118 full-time employees. Of those employees, 55 are represented by a union, all of whom are employed in Mexico.

Graham Automotive employs approximately 875 full-time employees and 121 part-time employees, none of whom is represented by a union.

In other businesses, CRG has approximately 190 full-time employees and 1,665 part-time employees, none of whom is represented by a union. Framebridge has approximately 852 employees, none of whom is represented by a union. Code3 has approximately 105 full-time employees and three part-time employees, none of whom is represented by a union. Supporting Cast employs approximately 11 full-time employees and one part-time employee, none of whom is represented by a union. Decile has approximately 15 full-time employees, none of whom is represented by a union. Slate employs approximately 105 full-time employees and three part-time employees, of whom approximately 50 are represented by a union. Foreign Policy has approximately 66 full-time employees, approximately 15 of whom are represented by a union. Saatchi Art and Society6 employ approximately 88 full-time and part-time employees collectively, none of whom is represented by a union. City Cast employs approximately 90 full-time employees and three part-time employees, none of whom is represented by a union.

The parent Company has approximately 87 full-time employees, none of whom is represented by a union.

The Company recognizes the importance of attracting, developing, and retaining highly qualified employees throughout each of its businesses. The following is a description of the Company’s efforts to manage and promote human capital within its organization.

Oversight and Management. The Company’s human resources organization and the human resource organizations of its various businesses manage employment-related matters, including recruiting and hiring qualified employees, training and development, compensation, workplace safety, performance management, support for specific needs including supporting employees who are caregivers or working remotely, and ensuring a talented and inclusive workforce where all employees can be successful. The Compensation Committee of the Board of Directors provides oversight of certain human capital matters, including compensation and benefits, executive development, employee inclusion and retention initiatives, and succession planning.

The Company’s culture of trust and integrity is led and driven by senior management and supported by our internal practices, regular communications, and ongoing training efforts. Employees and stakeholders are encouraged to address any concerns with their managers and business leaders. The Company also provides a dedicated communication channel, the Ethics Hotline, to report possible violations of the Code of Business Conduct or concerns about ethics or integrity in the workplace. The Company’s Ethics Hotline is independently operated by a third party and anonymity is ensured upon request. Reports are forwarded to appropriate individuals within the Company for investigation. Every allegation is professionally and confidentially handled.

Compensation and Benefits. The Company offers strong compensation and benefits programs to its employees. Depending on the business unit, employee benefits may include healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, adoption assistance plans, employee assistance programs, tuition assistance programs, transportation benefits programs, a matching gifts program, bonuses, long-term incentive compensation plans, Company-paid pension contributions and a 401(k) Plan. The Company offers discounts on courses and programs offered by Purdue Global as well as various supplemental education products offered by KNA to all full-time employees through the Gift of Knowledge Program. The Company also offers a small group of eligible employees certain equity-based grants under the Company’s Incentive Compensation Plan with vesting and performance conditions to facilitate the attraction, retention, motivation and reward of key employees and to align their interests with those of the Company’s stockholders.

Training and Talent Development. The Company is committed to the continued growth and development of its employees across all businesses. While development opportunities vary across businesses, the Company seeks to offer a variety of learning opportunities, including virtual learning, on-the-job mentoring and coaching. U.S. employees complete core harassment and discrimination training and ethics training and all employees are offered specific skills training designed to support the growth and advancement of their professional skills.

Through these efforts, the Company seeks to build a culture of continuous learning that enables employees at all levels to grow, adapt, and contribute to the long-term success of the business.

Attracting and Retaining Employees. The Company strives to recruit, hire and promote the most talented and qualified individuals for roles in all its businesses. Focusing on identifying and considering a broad group of highly qualified applicants from all backgrounds for employment fosters a culture of excellence and drives positive outcomes for the Company’s businesses. The Company is committed to a culture in which its talented employee base can thrive in an inclusive and respectful environment.

The Company’s businesses have various initiatives to support their inclusion strategies in ways that are tailored to their employees, customers, and products. These include training and other education opportunities, venues for employees to come together to create community, and efforts to continually gather feedback from our employees to ensure we are a workplace in which our diverse group of talented employees can thrive.

Community Impact. The Company has a long history of investing in the communities it serves. In addition to philanthropy managed at the corporate level, the Company’s businesses engage in charitable works, community and civic activities, and volunteer projects in the communities they serve. While the Company’s businesses operate in a variety of industries in markets around the world, the Company is unified in its connection to the places where its teams live and work.

In 2025, the Corporate office provided approximately $1.2 million in financial support to 31 nonprofit and civic organizations in the areas of education, health and human services, civics and community, and culture and art. Corporate philanthropy is primarily focused on providing resources, access and services to the most underserved members of the community. Corporate staff have also volunteered directly with organizations in the region such as College Track, organizing career development opportunities for students, and PathForward, packing lunches and care packages for Arlington residents experiencing homelessness. The Company has forged deep relationships with its partners in service and philanthropy, and it works closely in collaboration with them to support their very important work.

The service-oriented nature of the Company’s businesses, along with its core values, enables its businesses to authentically engage in service through its normal business activities. For example, at the education segment, Kaplan continues to be the primary donor and supporter of The Kaplan Educational Foundation (KEF), an independent public charity founded by Kaplan executives to help promote equity through higher education. The Foundation relies on Kaplan grants, in-kind service, donations from the Kaplan community, and volunteers from Kaplan’s employee base. A number of KEF alumni have been hired by Kaplan as full-time employees or served as interns at Kaplan over the years, and many have secured post-graduation employment with Fortune 500 and multinational corporations.

Additionally, Kaplan partners with ACT, Inc., to provide free ACT® prep for low-income students. In 2025, Kaplan enrolled approximately 115,730 students who qualified as such–according to eligibility in ACT’s fee waiver program–delivering approximately $20 million in free ACT prep to low-income students.

Kl supports various charitable organizations providing a broad range of education-related services to underserved communities in the U.K., including paid internships for underrepresented young talent. Kaplan Professional Education provides free accountancy tuition for ACCA qualifications through a refugee employment charity; offers scholarships to women in finance and postgraduate applied finance scholarships to under-represented individuals; provides internship, mentoring, and professional development opportunities through a social mobility charity; runs skills workshops for youth from low socio-economic backgrounds; and together with the Association of Accounting Technicians offers aspiring accountants who lack opportunity the chance to study for the AAT qualification for free.

At GMG, both the stations and their employees are committed to their local communities by providing educational, public affairs and special broadcasts addressing current affairs and issues related to their communities. Additionally, each media hub elevates the work of several nonprofit and community organizations by spotlighting their work in the community, hosting community forums to voice and address community concerns, volunteering at local classrooms to conduct science experiments, and partnering with local organizations to raise money for and provide other assistance to people who have been impacted by natural disasters, including survivors of the California wildfires and Texas floods.

At the Company’s healthcare group, GHG partners with We Honor Veterans to serve the unique hospice needs of veterans and their families. GHG also created the Residential Hospice Foundation, an organization dedicated to educating the community, prospective hospice patients, and their families about end-of-life issues, grief, and the bereavement process. Contributions help families to receive the hospice care they need even when they are underinsured or do not have insurance. Additionally, CSI supports the communities and patient populations they serve through strategic partnerships with patient support organizations and foundations.

FORWARD-LOOKING STATEMENTS

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements 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. Any forward-looking statements made in this Annual Report on Form 10-K speaks only as of the date on which it is made. 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.

AVAILABLE INFORMATION

The Company’s internet address is www.ghco.com (http://www.ghco.com). The Company makes available free of charge through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements on Schedule 14A and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) as soon as reasonably practicable after such documents are electronically filed with the Securities and Exchange Commission (SEC). In addition, the Company’s Certificate of Incorporation, its Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Company’s Board of Directors and the codes of conduct adopted by the Company and referred to in Item 10 of this Annual Report on Form 10-K are all available on the Company’s website; printed copies of such documents may be obtained by any stockholder upon written request to the Secretary, Graham Holdings Company at 1812 North Moore Street, Arlington, VA 22209. We routinely post information that may be important to investors on our website at www.ghco.com (http://www.ghco.com), and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure. The contents of the Company’s website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act.

The SEC website, www.sec.gov (http://www.sec.gov), contains the reports, proxy statements and information statements and other information regarding issuers that file electronically with the SEC.

SUMMARY RISK FACTORS

This risk factor summary does not contain all of the information that may be important to you, and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section under the heading “Risk Factors,” as well as elsewhere in this Annual Report on Form 10-K. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K, may apply to the Company’s business, activities or operations as currently conducted or as may be conducted in the future. These risks include, but are not limited to, the following:

Risks Related to the Company’s Education Business

• 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 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.

Risks Related to the Company’s Television Broadcasting and Media Businesses

• 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.

Risks Related to the Company’s Healthcare Business

• Extensive Regulation of the Healthcare Industry.
• Ongoing Market Consolidation.
• Reviews and Audits by Government Agencies and Private Payors.
• Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid.
• Continued Nursing Staffing Shortages.
• Negative Impact on Medicare Reimbursement from Value-based Purchasing and Decreased Medicare Payments.
• Limited Ability to Control Rates Received for Services.
• Reliance on Plasma Supply and Third Party Manufacturing.

Risks Related to the Company’s Manufacturing Businesses

• Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand.
• Potential Liability Claims.

Risks Related to the Company’s Automotive Businesses

• 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.
• Changes in Economic Conditions and Vehicle Inventories.

Risks Related to the Company’s Other Businesses

• Failure by Saatchi Art to Attract and Retain Artists and Customers and Convert Visitors to Customers.
• Claims Related to Authenticity, Ownership or Intellectual Property Rights of Artwork Sold by Saatchi Art.
• Failure by Society6 to Attract and Retain Customers.
• Failure to Recruit and Retain Employees in the Company’s Restaurants.
• Food-Borne Illness Concerns and Damage to the Company’s Reputation.
• Concentration of the Company’s Restaurants in the Washington, D.C. Region.

Risks Related to the Company’s Stock Ownership and Operations

• 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.

Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property

• 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.

RISK FACTORS

The Company faces a number of risks and uncertainties in connection with its operations. Described below are the most material risks faced by the Company. These risks and uncertainties may not be the only ones faced by the Company. Additional risks and uncertainties not presently known, or currently deemed immaterial, may adversely affect the Company in the future. In addition to the other information included in this Annual Report on Form 10-K, investors should carefully consider the following risk factors. If any of the events or developments described below occurs, it could have a material adverse effect on the Company’s business, financial condition or results of operations.

Risks Related to the Company’s Education Business

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

Kaplan is subject to a wide range of laws and regulations relating to its international operations. These include domestic laws with extraterritorial reach, such as the U.S. Foreign Corrupt Practices Act, international laws such as the U.K. Bribery Act, as well as the local regulatory regimes of the countries in which Kaplan operates. These laws and regulations change frequently. Failure to comply with these laws and regulations could result in significant penalties or the revocation of Kaplan’s authority to operate in the applicable jurisdiction, each of which could have a material adverse effect on Kaplan’s operating results.

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 KLG during the pandemic. The emergence of new pandemics and consequential changes to travel and study arrangements in one or more countries could negatively affect KI 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. Significant 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 KI’s operations outside the U.S.

A substantial portion of KI’s revenue comes from programs that prepare international students to study and travel in English-speaking countries. In 2025, university preparation programs were principally delivered in Australia, New Zealand, Singapore and the U.K. KI’s ability to enroll students in these programs is directly dependent on its ability to comply with complex regulatory environments.

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 continues 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. The new U.S. presidential administration has implemented policy changes that have affected 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 KLG. Changes 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.

Changes to levels of direct and indirect government funding for international education programs would also materially affect the success of KI’s operations. For example, if access to student loans or other funding were to be lost for KI operations that admit students who are entitled to receive the benefit of this funding, Kaplan’s operating results could be materially adversely affected.

In the U.K., Level 7 (Masters’ level) apprenticeship training accounts for nearly 50% of the Kaplan Professional Education business. Starting January 1, 2026, government apprenticeship levy for Level 7 apprenticeships has been reduced. Level 7 apprenticeship funding is now available only for learners who are 21 years of age or under at the start of their apprenticeship. Employers are now expected to fund more L7 apprenticeships outside of the apprenticeships levy. This change is not expected to materially impact Kaplan Professional Education’s revenues for 2026. The Level 7 apprentices are on an apprenticeship program for 36 months, so the learners initiating their programs prior to January 1, 2026, will remain on their program. Learners who are not eligible for funding are expected to switch to either a commercial fee-pay option or to a Level 4 apprenticeship route. Kaplan Professional Education is considering additional strategies to reduce the potential impact. These include growing the fee-paying activities within the business (as opposed to accessing funding), spreading the apprenticeship portfolio over a wider range of sectors and taking on non-apprenticeship streams of government funding.

• Difficulties and Expenses in Connection with Managing Properties in England and Scotland Could Materially Impact Kaplan’s Expenses.

Kaplan has a number of real estate investments in England and Scotland, usually on long-term leases. As the tenant, Kaplan is required to keep the buildings in repair. Kaplan usually benefits from a package of contractor and subcontractor arrangements in relation to defects in the buildings due to poor construction or failure to adhere to property regulations during construction of the properties. If, however, the entities who have entered into these collateral agreements become insolvent or successfully assert another defense to a claim from Kaplan under the relevant agreement, Kaplan, as the tenant, may be expected to carry out work related to the relevant defect and/or bear the relevant cost of such work. The relevant costs may be material. Kaplan’s ability to enforce collateral agreements may also be impacted by other factors, including but not limited to, the operation of Scottish law on time periods permitted to bring a claim. Kaplan may be required to bear some or all of the costs of work at two of its residences, the scope of which, and Kaplan’s legal responsibility for undertaking it, is yet to be established.

• Difficulties in Managing Foreign Operations and Failure to Comply with Foreign Regulatory Requirements Have Negatively Impacted and Could Continue to Negatively Affect Kaplan’s Business.

Kaplan has operations and investments in a growing number of foreign countries and regions, including Australia, Canada, the People’s Republic of China, Colombia, France, Germany, Hong Kong, India, Ireland, Japan, New Zealand, Nigeria, Saudi Arabia, Singapore, the U.K. and the United Arab Emirates. Operating in foreign countries and regions presents a number of inherent risks, including the difficulties of complying with unfamiliar laws and regulations, effectively managing and staffing foreign operations, successfully navigating local customs and practices, preparing for potential political and economic instability and adapting to currency exchange rate fluctuations. Countries have also increasingly begun imposing national data protection laws, which increases compliance costs and creates additional legal risk in relation to operating internationally. New privacy or data protection legislation placing restrictions on the processing or export of personal information enacted in a jurisdiction where Kaplan operates could have a material and adverse effect should Kaplan be unable to process personal information needed to provide the services Kaplan offers or plans to offer. Failure to effectively manage these risks could have a material adverse effect on Kaplan’s operating results.

• Changes in U.K. and International Tax Laws Could Have a Material Adverse Effect on Kaplan International.

The UK Pathways Colleges located in England were required to register with the OfS to ensure they could continue operating as English higher education providers. The UK Pathways Colleges (excluding Glasgow and York) were entered on the OfS register of approved providers with Approved Fee Cap Status in August 2020. These colleges now operate under the regulatory oversight of the OfS. Colleges registered with the OfS under Approved Fee Cap status do not charge students Value Added Tax (VAT) on tuition fees based on a statutory exemption available to Approved Fee Cap providers. The York College forms part of the University of York’s Approved Fee Cap registration. If KI Pathways were to lose its Approved Fee Cap status with the OfS, KI Pathways Colleges’ financial results may be materially adversely impacted.

The Glasgow College is not currently included in the OfS registration as it is located in Scotland. Under a different statutory VAT exemption, bodies that qualify for VAT purposes as “colleges of a university” are able to exempt their tuition fees from VAT, and UK Pathways Glasgow International College applies this status. In 2019, a tax case was determined by the U.K. Supreme Court on the meaning of “college of a university.” The U.K. Supreme Court decided the case in the college’s favor. The result was more favorable to private providers working in collaboration with a university. The U.K. Supreme Court emphasized five principal tests for a private provider to meet, for it to be sufficiently integrated with a university, to qualify as a “college of a university,” even if it does not have a constitutional link to the university. Although the focus on these five tests has now been incorporated into official His Majesty’s Revenue and Customs (HMRC) guidance, it is not yet clear how HMRC will apply the Supreme Court judgment and the five key tests in practice. If HMRC’s application of the Supreme Court judgment and the five key tests deem Glasgow International College not to constitute a “college of a university” and not entitled to a VAT exemption, KI Pathways Colleges’ financial results may be materially adversely impacted if they are not able to meet any new requirements.

Following the departure of the U.K. from the European Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules. Kaplan continues to closely monitor this area.

The U.K. government ended the VAT exemption for private schools, effective January 1, 2025. The resulting 20% effective increase in tuition, boarding and other costs materially impacted enrollment of new and existing students at MPW. The U.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 U.K. government may make other changes to U.K. tax rates and employment laws which would further increase the costs of KI’s activities in the U.K.

• Possible Changes to the Department of Education Could Negatively Impact the Company’s Operations and Businesses.

On March 20, 2025, the U.S. President issued an executive order directing the Secretary of Education to begin dismantling the ED and “returning authority” over education to states and local communities to the maximum extent permitted by law. The order signals an intent to potentially close or reduce many federal education functions. Certain eliminations of staff or functions could disrupt federal student aid, civil rights enforcement, and program funding 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’s partner institutions that could impact their ability to comply with obligations to Kaplan. Operational interruptions could also interfere with Kaplan’s ability to deliver services.

• Failure to Comply with Statutory and Regulatory Requirements as a Third 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 Party Servicer” for Purdue Global pursuant to 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 Purdue Global to the ED for any violation by Purdue Global 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 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 Party Servicer regulations or the interpretation of those regulations by the ED change, KNA could be considered a Third 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 handled by KNA for its university clients.

Failure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example:

• 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 Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers;
• Adverse effects on Kaplan’s business and operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure or is subject to fines, repayment obligations or other adverse actions owing to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements;
• Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and
• Liability for noncompliance with Title IV or other federal or state requirements occurring prior to the transfer of Kaplan University to Purdue.

Although KNA endeavors to comply with all U.S. federal and state laws and regulations, KNA cannot guarantee that its implementation of the relevant rules will be upheld by the ED or other agencies or upon judicial review. The laws, regulations and other requirements applicable to KNA and its client institutions are subject to change and to interpretation. In addition, there are other factors related to KNA’s client institutions’ compliance with federal, state and accrediting agency requirements, some of which are outside of KNA’s control, that could have a material adverse effect on KNA’s client institutions’ revenues and, in turn, on KNA’s operating results.

• Failure to Comply with the ED’s Title IV Incentive Compensation Rule Could Subject Kaplan to Liabilities, Sanctions and Fines.

An 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 provides various services to Title IV participating institutions, including recruiting and, in the case of Purdue Global, financial aid services. As such, KNA is 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 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. 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. 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.

• Failure to Comply with the ED’s Title IV Misrepresentation Regulations Could Subject Kaplan to Liabilities, Sanctions and Fines.

A Title IV participating institution is required to comply with the ED regulations related to misrepresentations and with related federal and state laws. These laws and regulations are broad in scope and may extend to statements by servicers, such as KNA, that provide marketing or certain other services to such institutions. These laws and regulations may also apply to KNA’s employees and agents, with respect to statements addressing the nature of an institution’s programs, financial charges or the employability of its graduates. KNA provides marketing and other services to Title IV participating institutions. The failure to comply with these or other federal and state laws and regulations regarding misrepresentation and marketing practices could result in the imposition on KNA or its client institutions of fines, other sanctions or liabilities, including federal student aid repayment obligations to the ED, the termination or limitation of Kaplan’s eligibility to provide services as a third-party servicer to Title IV participating institutions, the termination or limitation of a client institution’s eligibility to participate in the Title IV programs, or legal action by students or other third parties. A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from applicable losses resulting from the violation or could result in termination by such client institutions of their services agreements with KNA.

• Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims, Could Result in Findings of Noncompliance with Statutory and Regulatory Requirements and Result in Liabilities, Sanctions and Fines.

KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED and the ED’s Office of the Inspector General (in connection with KNA’s Third Party Servicer status with respect to Purdue Global), accrediting bodies and state and various other federal agencies. These compliance reviews can result in findings of noncompliance with statutory and regulatory requirements that can, in turn, result in the imposition of fines, liabilities, civil or criminal penalties or other sanctions against KNA and its client institutions, which could have an adverse effect on Kaplan’s financial results and operations. Separately, 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 compliance audit of KNA’s compliance with applicable ED requirements. KNA’s client institutions are also required to arrange for an independent auditor to conduct an annual Title IV audit of their compliance with applicable ED requirements, including requirements related to services provided by KNA.

Although Kaplan no longer owns Kaplan University or the former KHE Campuses, Kaplan may be liable to the current owners of Kaplan University and the former KHE Campuses, for the pre-sale conduct of the schools, and the pre-sale conduct of the schools has been and could be the subject of future compliance reviews, regulatory proceedings or lawsuits that could result in monetary liabilities or fines or other sanctions.

In 2021, Kaplan received claims and related information requests seeking discharge of approximately $35 million in loans, excluding interest, from students at Title IV participating schools formerly owned by Kaplan. Kaplan believes it has defenses that would bar any student discharge or school liability including that the claims are barred by the applicable statute of limitations, unproven, incomplete and fail to meet regulatory filing requirements.

As part of the Sweet v. Cardona settlement in November 2022 in the Northern District of California, the ED agreed to review any borrower defense applications submitted between June 23, 2022, and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students. Unknown at this time is the total discharge amount sought or how much of that amount would apply to Kaplan University students. The Sweet v. Cardona settlement requires the ED to adjudicate applications received during the designated time period pursuant to the requirements of the 2016 Borrower Defense Regulation. To the extent these applications apply to Kaplan University, Kaplan anticipates that it will have defenses similar to those described above.

Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and responded to the prior claims with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit and support the denial of all such claims by the ED. Kaplan will similarly respond to all future claims it receives. As noted, if the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of additional former students’ borrower defense to repayment applications, Kaplan may be subject to significant liability.

• Noncompliance with Regulations by KNA’s Client Institutions May Adversely Impact Kaplan’s Results of Operations.

KNA currently provides services to higher education institutions that are heavily regulated by federal and state laws and regulations and by accrediting bodies. A substantial portion of KNA’s revenue is attributable to service fees and deferred purchase price payments it receives under its agreement with Purdue Global, which are dependent upon revenue generated by Purdue Global and upon Purdue Global’s eligibility to participate in the Title IV federal student aid program. To maintain Title IV eligibility, Purdue Global and KNA’s other client institutions must be certified by the ED as eligible institutions, maintain authorizations by applicable state education agencies and be accredited by an accrediting commission recognized by the ED. Purdue Global and KNA’s other client institutions must also comply with the extensive statutory and regulatory requirements of the Higher Education Act and other state and federal laws, and accrediting standards relating to their financial aid management, educational programs, financial strength, disbursement and return of Title IV funds, facilities, recruiting practices, representations made by the school and other parties, and various other matters. Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans; permit BDTR of Title IV loans based on certain conduct of the institution; establish specific measures of financial responsibility and administrative capability; regulate the addition of new campuses and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs; require compliance with the Title IV definition of nonprofit institution; and require state authorization and institutional and programmatic accreditation.

If the ED finds that Purdue Global or any other KNA client institution has failed to comply with Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including fining the school, requiring the school to repay Title IV program funds, limiting or terminating the school’s eligibility to participate in Title IV programs, initiating an emergency action to suspend the school’s participation in the Title IV programs without prior notice or opportunity for a hearing, transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds, requiring the school to submit a letter of credit, denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program, requiring the institution to comply with additional regulatory requirements reserved for schools not meeting the definition of a nonprofit institution including 90/10 and Gainful Employment requirements, and/or referring the matter for possible civil or criminal investigation. There can be no assurance that the ED will not take any of these or other actions in the future, whether as a result of lawsuits, program reviews or otherwise. On November 25, 2024, the ED approved Purdue Global’s Application for Participation in the Title IV program and granted a full Program Participation Agreement. This Program Participation Agreement expires on December 31, 2028 and will need to be renewed prior to that date pursuant to federal regulations. Pursuant to the terms of the Program Participation Agreement, Purdue Global must report to the ED any accreditation or governmental agency action or class action lawsuit. If Purdue Global or another KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure, or if Purdue Global or another KNA client institution is subject to fines, repayment obligations or other adverse actions, accreditor or state agency requirements, or other state or federal laws, Kaplan’s financial results of operations could be adversely affected.

In turn, any of the aforementioned consequences could have a material adverse effect on Kaplan’s operating results even though such institution’s compliance is affected by circumstances beyond Kaplan’s control, including, for example:

• a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure;
• a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other client institution is subject to fines, repayment obligations or other adverse actions owing to noncompliance by the institution (or Kaplan) with Title IV, accreditor or state agency requirements;
• the imposition on KNA of fines or repayment obligations to the ED or the termination or limitation on Kaplan’s eligibility to provide services to Purdue Global or other Title IV participating institutions if findings of noncompliance by Purdue Global or such other institution result in a determination that Kaplan failed to comply with statutory or regulatory requirements applicable to service providers; and
• liability under the TOSA or other client agreements for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct.
• Kaplan May Fail to Realize the Anticipated Benefits of the Purdue Global Transaction.

Kaplan’s ability to realize the anticipated benefits of the Purdue Global transaction will depend, in part, on its ability to successfully and efficiently provide services to Purdue Global. Achieving the anticipated benefits is subject to a number of uncertainties, including whether the services can be provided in the manner and at the cost Kaplan anticipated and whether Purdue Global is able to realize anticipated student enrollment levels. The TOSA (Kaplan’s service agreement with Purdue Global) acknowledges that the Purdue Global Board of Trustees controls the university. While the TOSA provides financial protections to Kaplan to ensure payment of certain of its fees, actions by Purdue Global that change university policies, direct the provision of certain non-academic service functions, or increase costs associated with the non-academic service functions could impact Kaplan’s ability to achieve the benefits of the transaction.

• Regulatory Changes and Developments Could Negatively Impact Kaplan’s Results of Operations.

Any legislative, regulatory or other development that has the effect of materially reducing the amount of Title IV financial assistance or other federal, state or private financial assistance available to the students of Purdue Global or any other client institution could have a material adverse effect on Kaplan’s business and results of operations. In addition, any development that has the effect of making the terms on which Title IV financial assistance or other financial assistance funds are available to Purdue Global’s or other client institutions’ students materially less attractive could have a material adverse effect on Kaplan’s business and results of operations.

The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. The July 2023 regulations included new rules and changes to existing rules related to the ability of student borrowers to obtain discharges of their obligations to repay certain Title IV loans that were first disbursed on or after July 1, 2023; closed school loan discharges; disability loan discharges; public loan forgiveness; income-driven repayment plans; colleges and universities undergoing changes in ownership; and arbitration agreements. The ED also changed the Title IV definition of “nonprofit” institution to generally exclude from that definition any institution that is an obligor on a debt owed to a former owner of the institution or maintains a revenue-based service agreement with a former owner of the institution. Such regulatory changes as well as those described above could subject Purdue Global and other KNA client institutions to additional regulatory requirements. These and other regulatory, policy or legal changes could include the imposition of outcome metrics on universities, a form of free community college, and changes to the financial aid system, including broad loan forgiveness. Other regulatory requirements or developments could have a material adverse effect on Purdue Global’s and other client institutions’ revenues and, in turn, on Kaplan’s operating results, including, for example:

Reductions in Title IV or other federal, state or private financial assistance: KNA receives revenue based on its agreements with client institutions and particularly revenue from Purdue Global under the TOSA. Purdue Global is expected to derive a significant percentage of its tuition revenues from its participation in Title IV programs. Any legislative, regulatory or other development that materially reduces the amount of Title IV, federal, state or private financial assistance available to the students of Purdue Global and other client institutions could have a material adverse effect on Kaplan’s business and results of operations. In addition, any development that makes the terms of such financial assistance less attractive could have a material adverse effect on Kaplan’s business and results of operations.

Compliance reviews and litigation: Institutions participating in the Title IV programs, including Purdue Global and other client institutions, are subject to program reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED, the ED’s Office of the Inspector General, accrediting bodies and state and various other federal agencies, as well as annual audits by an independent certified public accountant of compliance with Title IV statutory and regulatory requirements. Purdue Global and other client institutions may also be subject to various lawsuits and claims related to a variety of matters, including but not limited to alleged violations of federal and state laws and accrediting agency requirements. These compliance reviews and litigation matters could extend to activities conducted by KNA on behalf of Purdue Global or other client institutions and to KNA itself as a Third Party Servicer subject to Title IV regulations.

Changes in legislation, regulations or interpretations: Congress periodically revises the Higher Education Act and other laws and enacts new laws governing the Title IV programs and annually determines the funding level for each Title IV program and may make changes in the laws at any time. The ED and other federal and state agencies may also issue new regulations and guidance or change their interpretation of regulations at any time. In addition, any action by Congress or the ED that impacts the ability of Purdue Global to contract with KNA to receive a share of revenue as deferred payment for the sale of Kaplan University or the ability of KNA to contract with any client institution to provide bundled services in exchange for a share of tuition revenue could require KNA to modify the TOSA, other agreements or its practices and could impact the revenues KNA may receive under such agreements. Congress, the ED and other federal and state regulators may create new laws or take actions that may require Purdue Global, other client institutions or KNA to modify practices in ways that could have a material adverse effect on Kaplan’s business and results of operations.

Increases in regulatory scrutiny of postsecondary education and service providers: The increased scrutiny of online schools that offer programs similar to those offered by Purdue Global or other client institutions and of service providers that provide services similar to Kaplan’s has resulted, and may continue to result, in additional enforcement actions, investigations and lawsuits by the ED, other federal agencies, Congress, state Attorneys General and state licensing agencies, or private plaintiffs. Recent enforcement actions have resulted in substantial liabilities, restrictions and sanctions and in some cases have led to the loss of Title IV eligibility and closure of institutions. New legislation or regulation could affect Kaplan’s participation in Title IV programs as a Third Party Servicer to Purdue Global or such other client institutions. In addition, legislative proposals that restrict the ability of entities like KNA to provide certain admissions-related services to Title IV participating institutions under revenue sharing arrangements could impact KNA agreements.

• Reductions in the Use of Standardized Tests in the Admissions Process by Colleges or Graduate Schools and Increased Competition Could Reduce Demand for KNA Supplemental Education Test Preparation Offerings.

KNA Supplemental Education Exam Preparation provides courses that prepare students for a broad range of admissions examinations that are considered by colleges and graduate schools. Historically, colleges and graduate schools have required standardized tests as part of the admissions process. Certain colleges have moved away from the historical reliance on standardized admissions tests. Reductions in the use of standardized tests in college or graduate school admissions processes have had and could continue to have an adverse effect on KNA’s operating results.

Additionally, KNA faces increased competition offering lower-cost or free test prep products that may be used by students to piece together alternatives to traditional comprehensive test prep programs. Kaplan’s operating results may be adversely affected if student demand for KNA’s traditional comprehensive programs shifts to KNA’s lower-cost, stand-alone offerings, or if competitors offer lower-cost, stand-alone offerings or free test prep products that are more attractive to students than KNA’s products.

• Changes in the Extent to Which Licensing and Proficiency Examinations Are Used to Qualify Individuals to Pursue Certain Careers Could Reduce Demand for Kaplan’s Offerings.

A material portion of KNA’s and KI’s revenue comes from preparing individuals for licensing or technical proficiency examinations in various fields. Any significant relaxation or elimination of licensing or technical proficiency requirements in those fields served by KNA’s and KI’s businesses could negatively affect Kaplan’s operating results.

Risks Related to the Company’s Television Broadcasting and Media Businesses

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

Historically, television broadcasting has been viewed as a cost-effective method of delivering various forms of advertising, particularly local advertising. There can be no guarantee that this historical perception will guide future decisions by advertisers. To the extent that advertisers shift advertising expenditures, including local advertising, away from broadcast television to other media outlets, including digital distribution platforms, the profitability of the Company’s television broadcasting business could be adversely affected.

• Increased Competition Resulting from Technological Innovations in Video Programming Distribution Systems and Changing Consumer Behavior Could Adversely Affect the Company’s Operating Results.

The continuing growth and technological expansion of internet-based services has increased competitive pressure on the Company’s media businesses. Examples of such developments include delivery of programming via online platforms, including both ad-supported and subscription video programming services, including vMVPDs, and the national broadcast networks’ direct-to-consumer services, technologies that enable users to fast-forward or skip advertisements, and devices that allow users to consume content on demand and in remote locations while avoiding traditional commercial advertisements or cable and satellite subscriptions. A number of these platforms make local programming, including local news, available to viewers and subscribers. Subscription service Amazon Prime Video has publicly discussed the availability of local news on its platform.

In many cases, internet-based platforms and services compete with GMG’s broadcast stations for both viewers and advertising revenues. Changing consumer behavior may also put pressure on the Company’s media businesses to alter traditional distribution methods. The Company obtains significant revenue from its retransmission consent agreements with traditional cable and satellite distributors. These payments are calculated on a per-subscriber basis, so that payments to the Company may decrease as customers “cut the cord” and cancel their cable and satellite subscriptions. The Company also receives payments for the distribution of its stations’ signals on certain internet-based services (through “opt-in” agreements negotiated by the national networks and agreements with the networks for distribution of local programming on network-owned direct-to-consumer platforms); however, these revenues may be less than those received from traditional cable and satellite distribution. Anticipating and adapting to changes in technology and consumer behavior on a timely basis will affect the ability of the Company’s media businesses to continue to increase their revenue. The development and deployment of new technologies and changing consumer behavior have the potential to negatively and significantly affect the Company’s media businesses in ways that cannot now be reliably predicted and that may have a material adverse effect on the Company’s operating results.

• Changes in the Nature and Extent of Government Regulations Could Adversely Affect the Company’s Television Broadcasting Business and Other Businesses.

The Company’s television broadcasting business operates in a highly regulated environment. The costs and burdens of complying with applicable regulations have significantly increased, and may continue to increase, GMG’s operating costs, and have reduced, and may continue to reduce, the revenues of GMG’s business. Changes in regulations have the potential to negatively impact the television broadcasting business, not only by increasing compliance costs and reducing revenues through restrictions on certain types of advertising, limitations on pricing flexibility, or other means, but also by possibly creating more favorable regulatory environments for the providers of competing services, including unregulated digital programming distribution platforms. In addition, changes to the

FCC’s rules governing broadcast ownership may affect the Company’s ability to expand its television broadcasting business and/or may enable the Company’s competitors to improve their market positions through consolidation. More generally, significant changes in applicable regulations could adversely affect the profitability and/or competitive positions of the Company’s businesses.

• Transition to New Technical Standards for Broadcast Television Stations May Alter the Competitive Environment in the Company’s Stations’ Markets or Cause the Company to Incur Increased Costs.

The Company cannot predict how the market will evolve as the new broadcast television station technical standard, ATSC 3.0, is made available in a growing number of television markets across the country; today, ATSC 3.0 streams are available in more than 80 markets. Competing stations that transition to ATSC 3.0 may increase competition for the Company’s stations. As noted above, all of GMG’s stations have begun broadcasting ATSC 3.0 streams. The pace of transition to and consumer adoption of the ATSC 3.0 broadcasting standard may also be affected by the availability of ATSC 3.0-capable consumer devices. Equipment manufacturers began releasing certain TV models with built-in ATSC 3.0-capable receivers in 2020, and an increasing number of external tuners or converter boxes are available, but ATSC 3.0-capable consumer devices are not yet widely available or in use in the U.S. The ongoing transition to ATSC 3.0 may have material effects on the Company’s media businesses that cannot now be reliably predicted and that may have an adverse effect on the Company’s operating results.

• Changes in MVPD Subscriber Numbers, Retransmission Consent Fees, “Reverse Retransmission Consent” Payments to the Networks, and Broadcast Exclusivity Could Adversely Affect the Company’s Revenues.

As the number of subscribers to traditional cable, satellite and telecommunications services continues to decline, GMG faces the possibility of declining revenues under its existing retransmission agreements, which typically provide for payment to GMG on a per-subscriber basis. Those subscribers who “cut the cord” and move to internet-based subscription streaming services may not generate the same revenues as GMG receives under its existing retransmission consent agreements, because, as discussed above, the per-subscriber fees paid to network-affiliated stations under the network-negotiated distribution agreements that apply to vMVPDs may be less than the fees paid by traditional MVPDs under GMG’s retransmission consent agreements.

At the same time, GMG’s network affiliation agreements typically require payments to the networks with which GMG stations are affiliated in the form of what is frequently referred to as “reverse retransmission consent fees,” which require GMG to share a specified portion of its retransmission consent revenues with the respective networks. As reverse retransmission consent fee payments required to be paid to the networks escalate, GMG potentially could retain smaller shares of revenues generated by its retransmission consent agreements. Network affiliation fee obligations are sometimes structured as annual flat fees. In those cases, as the number of subscribers to traditional MVPD platforms decreases, GMG alone bears the costs and risks of declining retransmission consent revenues.

As the national networks have launched and continue to market and invest in their direct-to-consumer platforms, an increasing amount of network programming, including valuable sports programming, that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services such as Paramount+ (CBS), ESPN Unlimited (ABC), Fox One (Fox), and Peacock (NBC), either exclusively or simultaneously with its over-the-air broadcast. The diminishing program exclusivity provided by network affiliation could decrease local broadcasters’ leverage in retransmission consent negotiations with MVPDs. This paradigm could create a growing imbalance for GMG, as “reverse retrans” payments to the networks increase at the same time network-affiliated stations’ exclusivity–and with it, the revenues generated by retransmission consent agreements–continue to decline.

Taken together, these factors could adversely affect GMG’s revenues and operating results.

Risks Related to the Company’s Healthcare Business

• Extensive Regulation of the Healthcare Industry Could Adversely Affect the Company’s Healthcare Businesses and Results of Operations.

Home health and hospice and home infusion therapies are subject to extensive federal, state and local laws, with regulations affecting a wide range of matters, including licensure and certification, quality of services, qualifications of personnel, confidentiality and security of medical records, relationships with physicians and other referral sources, operating policies and procedures, and billing and coding practices. Failure to obtain, maintain or timely renew required licenses, or to comply with evolving regulatory standards, could limit the healthcare group’s ability to operate in certain jurisdictions, delay growth initiatives or result in enforcement actions, fines, or other adverse consequences. In addition, these laws and regulations change frequently, and the manner in which they will be interpreted is subject to change in ways that cannot be predicted.

• Ongoing Market Consolidation Could Result in Reduced Access to Patients

Managed-care organizations, hospitals, physician practices and other third-party payors continue to consolidate in response to the evolving regulatory environment, thereby enhancing their ability to influence the delivery of healthcare services and decreasing the number of organizations serving patients. Continued consolidation among payors, PBMs and vertically integrated healthcare organizations could result in narrower or preferred specialty pharmacy networks, more restrictive participation criteria, or increased reliance on network adequacy standards. This consolidation could adversely impact the healthcare group’s businesses if they are unable to maintain their ability to participate in established networks.

• Reviews and Audits by Government Agencies and Private Payors Could Negatively Impact the Company’s Healthcare Businesses

The healthcare group is subject to periodic and routine reviews, audits and investigations by federal and state government agencies and private payors, which could result in negative findings that adversely impact the business. The federal Centers for Medicare and Medicaid Services (CMS) increasingly uses third-party, for-profit contractors to conduct these reviews, many of which share in the amounts that CMS denies. These reviews, audits and investigations consume significant staff and financial resources and may take years to resolve. The costs associated with these actions as well as potential negative outcomes could materially adversely affect the healthcare group’s results of operations.

• Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid Could Have a Material Adverse Effect on the Company’s Healthcare Business.

The healthcare group derives revenue primarily from Medicare. Payments received from Medicare are subject to changes made through federal legislation. When changes are implemented, internal billing processes and procedures must be modified, which can require significant time and expense. These changes can include changes to base payments, adjustments for home health services, changes to cap limits and per diem rates for hospice services, changes to Medicare eligibility and documentation requirements and changes designed to restrict utilization. Health care reform and legislation and continuing efforts of governmental payors to contain health care costs could decrease payments made for services. Within the Medicare program, the hospice benefit is often specifically targeted for cuts. Reimbursement payments under governmental payor programs, including Medicare supplemental insurance policies, may not remain at levels comparable to present levels or be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to these programs. Any such changes, including retroactive adjustments, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.

• Continued Nursing Staffing Shortages Could Adversely Affect the Growth of the Company’s Healthcare Businesses.

The country’s severe shortage of nurses, including shortages of specialized nursing personnel, could adversely affect the healthcare group’s ability to meet customer demand, impact its ability to take on new business and increase labor costs.

• Value-based Purchasing and Decreased Medicare Payments Could Negatively Impact Medicare Reimbursement.

Both private and government payors are increasingly looking to value-based purchasing to lower costs. Value-based purchasing focuses on quality of outcomes and care efficiency, rather than quantity of care. Effective January 1, 2023, under the 2022 Home Health final rule for Medicare home health providers, value-based purchasing was expanded to all 50 states. Under the expanded model, home health agencies receive adjustments to their Medicare fee-for-service payments based on their performance against a set of quality measures, relative to their peers’ performance. Performance on these quality measures in a specified year (performance year) impacts payment adjustments in a later year (payment year). The Home Health Final Rule for 2024, published on November 1, 2023, introduced significant updates that took effect in 2025. Those updates altered the risk profile for home health providers by implementing changes which included a redefined set of quality measures, updated performance benchmarks, and adjustments to payment methodologies, intensifying the financial and operational pressures on providers. CMS could also create a similar plan for hospice providers in the future. Additionally, the Home Health Rule for 2026, published on November 28, 2025, and effective January 1, 2026, will add further financial and operational pressures by decreasing aggregate Medicare payments to home health agencies by 1.3% compared to calendar year 2025. Private and government payors’ implementation of value-based purchasing requirements could negatively impact Medicare reimbursement and have an adverse effect on the healthcare group’s financial condition, results of operations and overall cash flows.

• The Company’s Healthcare Business Is Limited in its Ability to Control Rates Received for its Services, Which Could Materially Adversely Affect its Business if it Is Unable to Maintain or Reduce Costs to Provide Such Services.

Medicare is the primary payor for the healthcare group and rates are established through federal legislation. Additionally, non-Medicare rates are difficult to negotiate because such payors are under pressure to reduce their own costs. As a result, the Healthcare business must manage costs in order to achieve a desired level of profitability including, but not limited to, centralization of various processes, utilization of technology/automation and management of the number of employees utilized. If the Healthcare business is unable to streamline its processes and reduce costs, its business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.

• Reliance on Plasma Supply and Third-Party Manufacturing Could Limit CSI’s Ability to Meet Demand and Increase Costs.

A significant portion of CSI’s revenue is derived from plasma-based therapies. The supply of plasma-derived products depends on donor availability, regulatory requirements, manufacturing capacity, quality standards, and the operations of third-party collection and fractionalization facilities. Disruptions in plasma supply, manufacturing delays or increases in acquisition costs could limit CSI’s ability to meet patient demand, increase costs and adversely affect financial results.

Risks Related to the Company’s Manufacturing Businesses

• Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand Could Have a Material Adverse Effect on the Company’s Manufacturing Businesses.

The Company’s manufacturing operations have experienced in recent years a highly competitive market for production labor. While the market has improved, competitiveness in the industrial sector for experienced skilled workers will continue, which may limit its ability to meet customer demand. If staffing cannot be hired at a cost-efficient wage rate relative to product pricing, volume will be impacted.

• The Company May Be Subject to Liability Claims That Could Have a Material Adverse Effect on Its Business.

The Company’s manufacturing operations are subject to hazards inherent in manufacturing and production-related facilities. An accident involving these operations or equipment may result in losses due to personal injury; loss of life; damage or destruction of property, equipment or the environment; or a suspension of operations. Insurance may not protect the Company against liability for certain kinds of events, including those involving pollution or losses resulting from business interruption. In addition, claims related to product design, manufacturing or service (by the Company or its suppliers) may harm the Company’s reputation and brands and reduce demand. Any damages caused by the Company’s operations that are not covered by insurance, or are in excess of policy limits, could materially adversely affect the Company’s results of operations, financial position or cash flows.

Risks Related to the Company’s Automotive Businesses

• Termination or Non-renewal of a Dealership Agreement by an Automobile Manufacturer and Limitations on the Company’s Ability to Acquire Additional Dealerships Could Adversely Affect the Company’s Automotive Business and Results of Operations.

The Company’s automobile dealerships are dependent on maintaining strong relationships with manufacturers, and the Company’s ownership and operation of automobile dealerships is subject to its ability to comply with various requirements established by automobile manufacturers. The Company’s dealerships operate under separate agreements with each applicable automobile manufacturer. Manufacturers may terminate their agreements for a variety of reasons subject to state laws, including a dealership’s failure to meet a manufacturer’s standards for financial and sales performance, customer satisfaction, facilities and the quality of dealership management; and any unapproved change in ownership or management. These agreements also limit the Company’s ability to acquire multiple dealerships of the same brand within a particular market and preclude the Company from establishing new dealerships within an area already served by another dealer of the same vehicle brand. In addition, dealerships controlled by related parties of the management team operating the Company’s dealerships may restrict the Company’s ability to acquire new dealerships within an area in which such dealerships operate. Manufacturers also have the right of first refusal if the Company seeks to sell dealerships and may limit the Company’s ability to transfer ownership of a dealership without the prior approval of the manufacturer. Failure to maintain ownership of the dealerships in compliance with manufacturer agreements could constitute a breach of the agreements and could result in termination or non-renewal of existing dealer agreements. If one of the Company’s manufacturers does not renew its dealer agreement or terminates the agreement, the Company’s dealership would be unable to sell or distribute new vehicles or perform manufacturer-authorized warranty service, which would adversely affect the Company’s automotive business.

• Changes Affecting Automobile Manufacturers Could Adversely Affect the Company’s Automotive Business.

The Company’s dealerships are dependent on the products and services offered by the brand of automobiles that its dealerships sell. The ability of the Company’s dealerships to sell and service these brands may be adversely affected by negative conditions faced by manufacturers such as negative changes to a manufacturer’s financial condition; negative publicity concerning a manufacturer or vehicle model; declines in consumer demand or brand preferences; changes in consumer preferences driven by fuel price volatility, disruptions in production and delivery, including those caused by natural disasters or labor strikes, new laws or regulations, including more stringent fuel economy and greenhouse gas emission standards; and technological innovations in ridesharing, electric vehicles and autonomous driving. The ability of the Company’s dealerships to align with manufacturers and adapt to evolving consumer demand for electric vehicles could adversely affect new and used vehicle sales volumes, parts and service revenue and results of operations.

• Changes to State Dealer Franchise Laws to Permit Manufacturers to Enter the Retail Market Directly and Technological Innovations Could Adversely Impact the Company’s Traditional Dealership Model.

Changes to state dealer franchise laws to permit the sale of new vehicles without the involvement of franchised dealers could adversely affect the Company’s dealerships. Certain manufacturers have been challenging state dealer franchise laws in many states and some have expressed interest in selling directly to customers. The Company’s dealership model could be adversely affected if new vehicle sales are allowed to be conducted on the internet without the involvement of franchised dealers.

• Changes in Economic Conditions and Vehicle Inventories Are Difficult to Predict and May Adversely Impact the Results of Operations of the Company’s Dealerships.

Sales of new and used vehicles are cyclical. Historically there have been periods of downturns characterized by weak demand due to general economic conditions, excess supplies, consumer confidence, discretionary income and credit availability. Recently, supply shortages have led to a period of higher average new and used selling prices as a result of strong consumer demand and inventory shortages related to supply chain disruptions and production delays at vehicle manufacturers. These conditions may deteriorate in the future. Changes in these conditions could materially adversely impact the results of the Company’s dealerships.

Risks Related to the Company’s Other Businesses

• If Saatchi Art is Unable to Attract and Retain Artists, Convert Visitors, Retain Customers and Successfully Drive Traffic to its Marketplaces and Events, its Business and Results of Operations Would Be Adversely Affected.

Saatchi Art’s business and results of operations depend upon attracting and retaining artists whose artwork adds value to its marketplaces and that consumers want to purchase, and upon attracting customers who convert into new and repeat purchasers. Saatchi Art must continue to ensure there is a strong value proposition for artists to join and remain in the marketplace due to the quality of the service offered and the sales commissions it can generate. If Saatchi Art is unable to do any of these functions effectively, then its business and results of operations would be adversely affected.

• Claims related to Authenticity, Ownership or Intellectual Property Rights of Artwork Sold by Saatchi Art Could Adversely Impact its Business.

Saatchi Art may face claims related to the authenticity, ownership, or intellectual property rights of artwork sold on its platform. Any such claims could result in litigation, financial liability, reputational harm, and increased operational costs.

• If Society6 is Unable to Attract and Retain Customers and Successfully Drive Traffic to its Marketplace, its Business and Results of Operations Would Be Adversely Affected.

Society6’s business and results of operation depend upon attracting and retaining customers who convert into new and repeat purchasers. Its ability to attract new customers, some of whom may already purchase similar products from competitors, depends in part on its ability to successfully drive traffic to its marketplace using social media platforms, email marketing campaigns and promotions, paid referrals, and search engines. If Society6 is unable to effectively attract and retain customers, then its business and results of operations would be adversely affected.

• Failure to Recruit and Retain Employees in the Company’s Restaurants Could Adversely Impact the Company’s Restaurant Business.

Historically, competition among restaurants for qualified management and staff has been very high. The Company’s ability to recruit and retain managers and staff to operate its restaurants is critical to a customer’s dining experience. Failure to recruit and retain employees, low levels of unemployment or high turnover levels could negatively affect the Company’s restaurant business. Tipped wage legislation is presenting new challenges to balance menu pricing, service standards, staffing levels, operating costs and public awareness as new wage laws are implemented.

• Food-borne Illness Concerns and Damage to the Company’s Reputation Could Harm the Company’s Restaurant Business.

Historically, reports of food-borne illness or food safety issues at restaurants, even if caused by food suppliers or distributors, have had negative effects, and may continue to have negative effects on restaurant sales. Because food safety issues could be experienced at the source by food suppliers or distributors, food safety could, in part, be out of the Company’s control. Even instances of food-borne illness at a location served by one of the Company’s competitors could result in negative publicity regarding the food service industry generally and could negatively impact restaurant revenue. Regardless of the source or cause, negative publicity about food-borne illness or other food safety issues could adversely impact the Company’s reputation. Similarly, publicity about litigation, violence, complaints, or government investigations could have a negative effect on the Company’s restaurant business.

• Concentration of the Company’s Restaurants in the Washington, D.C. Region Subjects the Company’s Restaurant Business to Regional Economic Conditions.

The concentration of the Company’s restaurants in the Washington, D.C. region subjects it to adverse economic conditions and trends in the region that are out of the Company’s control. For example, increases in the level of unemployment, a temporary government shutdown, reductions to the federal workforce or a decrease in tourism would decrease customers’ disposable income available for discretionary spending. These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits.

Risks Related to the Company’s Stock Ownership and Operations

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

The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Class B Common Stock has limited voting rights, including the right to elect 30% of the Company’s Board of Directors, to vote on the reservation of shares for option grants and on the acquisition of the stock or assets of other companies under certain circumstances. The descendants of Katharine Graham and trusts for the benefit of those descendants own the majority of the shares of Class A Common Stock and have the right to vote for 70% of the Board of Directors and to vote on all other matters. As a result, control of the Company has been and is expected to remain with members of the Graham family. In addition, the Company is a “controlled company” under the corporate governance rules of the New York Stock Exchange (NYSE) and as such, the Company is exempt from certain corporate governance requirements of the NYSE.

• Failure to Comply with Environmental and Health and Safety Laws Applicable to the Company’s Operations Could Negatively Impact the Company’s Businesses.

The Company’s operations are subject to extensive federal, state and local laws and regulations relating to the environment, as well as health and workplace safety, including those set forth by the Occupational Safety and Health Administration (OSHA), the Environmental Protection Agency (EPA) and state and local regulatory authorities in the U.S. as well as similar laws and regulations internationally where the Company operates. Such laws and regulations affect operations and require compliance with various environmental registrations, licenses, permits, inspections and other approvals. In the U.K., the Company is subject to new registration requirements under the U.K. Building Safety Act in 2022 with respect to its dormitories as well as compliance with existing U.K. and local legislation regarding licensing occupancy of such dormitories. The Company incurs substantial costs to comply with these regulations, and any failure to comply may expose the Company to civil, criminal and administrative fees, fines, penalties and interruptions in operations that could have a material adverse impact on the Company’s results of operations, financial position or cash flows.

Environmental laws and regulations to which the Company is subject include those governing discharges into the air and water; the operation and removal of above-ground and underground storage tanks; the use, handling, storage and disposal of hazardous substances and other materials; and the investigation and remediation of environmental contamination at facilities that are owned or operated by the Company. The Company may be subject to liability, for example, in the automotive business, because the business involves the generation, use, handling and contracting for recycling or disposal of hazardous or toxic substances or wastes, including environmentally sensitive materials such as motor oil, filters, transmission fluid, antifreeze, refrigerant, batteries, solvents, lubricants, tires and fuel. In addition, climate change could cause increases in hurricanes, floods, wildfires, and other risks that could produce losses affecting the Company’s businesses. Although in connection with certain acquisitions the Company has obtained indemnification for certain environmental liabilities and insurance policies, such rights and policies may not be sufficient to reimburse the Company for all losses that it might incur. The Company has incurred, and will continue to incur, capital and operating expenditures and other costs to comply with such laws and regulations and changes to such regulations, including any new regulations related to climate change, could give rise to additional compliance or remedial costs.

• Failure to Successfully Integrate Acquired Businesses Could Negatively Affect the Company’s Operating Results.

Acquisitions involve various inherent risks and uncertainties, including difficulties in efficiently integrating the service offerings, accounting and other administrative systems of an acquired business; the challenges of assimilating and retaining key personnel; the consequences of diverting the attention of senior management from existing operations; the possibility that an acquired business does not meet or exceed the financial projections that supported the purchase price; and the possible failure of the due diligence process to identify significant business risks or liabilities associated with the acquired business. A failure to effectively manage growth and integrate acquired businesses could have a material adverse effect on the Company’s operating results.

• Changes in Business Conditions Have Caused and May in the Future Cause Goodwill and Other Intangible Assets to Become Impaired.

Goodwill generally represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is not amortized and remains on the Company’s balance sheet indefinitely unless there is an impairment or a sale of a portion of the business. Goodwill is subject to an impairment test on an annual basis and when circumstances indicate that an impairment is more likely than not. Such circumstances include an adverse change in the business climate for one of the Company’s businesses or a decision to dispose of a business or a significant portion of a business. Each of the Company’s businesses faces uncertainty in its business environment due to a variety of factors, including challenges in operating environments created by macro-economic factors, pandemics and changes in demand for products and services. In the fourth quarter of 2025, the Company recorded an intangible asset impairment charge of $10.1 million related to the CDJR franchise right indefinite-lived intangible asset as a result of underperformance at the CDJR automotive dealership from a continued decline in revenues. Additional declines in revenue could result in adverse changes in projections for future operating results or other key assumptions, such as projected revenue, profit margin, capital expenditures or cash flows associated with fair value estimates, and could lead to additional future impairments, which could be material. The Company may experience other unforeseen circumstances that adversely affect the value of the Company’s goodwill or intangible assets and trigger an evaluation of the amount of the recorded goodwill and intangible assets. There also exists a reasonable possibility that changes to the discounted cash-flow model used to perform the quantitative goodwill impairment review, including a decrease in the assumed projected cash flows or long-term growth rate, or an increase in the discount rate assumption, could result in an impairment charge. Future write-offs of goodwill or other intangible assets as a result of an impairment in the business could materially adversely affect the Company’s results of operations and financial condition.

• Current Tariffs and the Introduction of Additional Tariffs Could Increase Material Costs and Reduce Demand

The Company’s businesses purchase materials from suppliers in both the U.S. and other countries, including Mexico, Canada and China. Some of its businesses source products and parts from regions that have already been subject to tariffs that have impacted the cost of their products. Should new tariffs be levied on goods or materials imported from other countries, it could result in cost increases to both the Company and its customers and could impact customer demand. Widespread imposition of tariffs could materially adversely affect the Company’s results of operations.

Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property

• System Disruptions and Security Threats to the Company’s Information Technology Infrastructure, or Those of Third Parties, Could Have a Material Adverse Effect on Its Businesses and Results of Operations.

The Company relies extensively on information technology systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical platforms, some of which are managed, hosted, provided and used by third parties or their vendors, to assist in conducting the Company’s business.

The Company’s systems and the third-party systems on which it relies have been subjected to, and will continue to be subject to, damage or interruption from a number of causes, including but not limited to power outages; computer and telecommunications failures; computer viruses; industry-wide software supply chain vulnerabilities and security breaches; cyberattacks, including phishing and other forms of social engineering such as deepfakes, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware and other actions or attempts to exploit vulnerabilities; and design or usage errors by our employees, contractors or third-party service providers. For example, in the fourth quarter of 2025, the Company experienced a data security incident in which an unauthorized third party accessed and acquired certain data stored on several of Kaplan’s file servers, including current and former student and other customer data at Kaplan’s U.S. Higher Education and U.K. Professional businesses. Upon discovery, the Company activated its incident response plan and took steps to respond to and investigate the incident, including working with external cybersecurity specialists and restricting access to involved systems. The Company also notified law enforcement. In accordance with applicable law, the Company has notified and will be notifying relevant authorities together with those individuals whose information was contained in the involved files. The incident did not have a material impact on Kaplan’s operations or the Company’s financial results. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently, continue to grow in sophistication and volume, and have not in the past and may not in the future be detected until after an incident has occurred. These techniques include using artificial intelligence, including generative AI to enhance their attacks, which may increase our cybersecurity risk. Although the Company and the third-party service providers seek to maintain their respective systems effectively and to successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts have not in the past and may not in the future be successful. As a result, the Company and its service providers have in the past and could in the future experience errors, interruptions, delays or cessations of service in key portions of the Company’s information technology infrastructure, which could significantly disrupt its operations, including manufacturing production delays, and be costly, time-consuming and resource-intensive to remedy. Any security breach or unauthorized access also has in the past and could in the future result in the compromise or misappropriation of the Company’s proprietary information or the proprietary information of the Company’s users, customers or partners, which could result in significant legal and financial exposure and damage to the Company’s reputation. If an actual or perceived breach of the Company’s security occurs, or if the Company’s consumer-facing sites become the subject of external attacks that affect or disrupt service or availability, the market perception of the effectiveness of the Company’s security measures could be harmed and the Company could lose users, customers, advertisers or partners, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations. Any security breach at a company providing services to the Company or the Company’s users, including third-party payment processors, could have similar effects and the Company may not be fully indemnified for the costs it may incur as a result of any such breach. To the extent that such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the cybersecurity landscape evolves, the Company may also find it necessary to make significant further investments to protect data and infrastructure, including continuing to evaluate control changes and investments needed to support an increased remote workforce. Any of these events could have a material adverse effect on the Company’s businesses and results of operations. Sustained or repeated system failures or security breaches that interrupt the Company’s ability to process information in a timely manner or that result in a breach of proprietary or personal information could have a material adverse effect on the Company’s operations and reputation. In addition, cybersecurity incidents, even if not material and even if dealt with promptly, could lead to severe legal, financial and reputational issues, such as investigations by authorities, enforcement, lawsuits and negative publicity, and a collection of incidents, though not considered material individually at the time they occur, may be deemed material later in the aggregate.

• Failure to Comply with Privacy Laws or Regulations Could Have a Material Adverse Effect on the Company’s Businesses.

Various U.S. federal, state and international laws and regulations govern the collection, use, retention, sharing and security of personal data. This area of the law is evolving, and interpretations of applicable laws and regulations differ. Legislative activity in the privacy area may result in new laws that are relevant to the Company’s operations, including restrictions on the collection, use and sharing of personal data that could limit our ability to use the data for marketing or advertising, and could result in exposure to material liability. For example, data privacy regulations adopted by the EU known as the General Data Protection Regulation (GDPR), became effective in May 2018. These regulations require certain of the Company’s operations to meet extensive requirements regarding the handling of personal data, including its use, protection and transfer. In addition, the GDPR provides the legal right for persons whose data is stored to request access to or correction or deletion of their personal data, among other rights. Failure to meet the applicable requirements in the GDPR could result in fines of up to 4% of the Company’s annual global revenues. In addition to the GDPR in Europe, new privacy laws and regulations are rapidly developing and being implemented elsewhere around the globe, including amendments to the scope, penalties and other provisions of existing data protection laws. Failure to comply with these international data protection laws and regulations could have a negative impact on the Company’s reputation and subject the Company to significant fines, penalties or other liabilities or restrict the Company’s ability to continue operating its existing business processes, all of which may increase the cost of operations, reduce customer growth, or otherwise harm the Company’s business.

The California Consumer Privacy Act of 2018 (CCPA), which became effective on January 1, 2020, provided a new private right of action for data breaches and requires companies that process personal information pertaining to California residents to make disclosures to consumers about their data collection, use and sharing practices and allows consumers to opt out of certain data sharing with third parties. The enforcement of the CCPA by the California Attorney General commenced on July 1, 2020. In November 2020, the California Privacy Rights Act (CPRA) was approved by California voters, and went into effect on January 1, 2023. The CPRA included new requirements that were not in the CCPA. In July 2025, the California Privacy Protection Agency (CPPA) approved updated CCPA regulations and that introduced new requirements, including requirements related to automated decision-making technology, risk assessments, and cybersecurity audits, with effectiveness of certain requirements beginning in 2026. In addition to California, numerous other states have enacted similar laws that are currently in effect, including laws in Rhode Island, Indiana and Kentucky that went into effect on January 1, 2026. Various U.S. states have enacted laws governing the personal data of minors and health-related personal data that are in addition to Federal laws. There are also comprehensive privacy bills that have been introduced at the U.S. federal level. In addition to the comprehensive privacy laws and bills, there are now laws and regulations focused on the development, use, and provision of AI technologies and other digital products and services, which could result in monetary penalties or other regulatory actions, and others continue to be proposed. States and local jurisdictions have passed new targeted AI legislation, such as the Colorado AI Act and NYC Local Law 144, Rules for AI in hiring. Internationally, the EU AI Act came into force on August 1, 2024, and will generally become fully applicable after a two-year transitional period (although certain obligations have already taken effect). There have also been actions taken at the U.S. federal level with respect to regulation of AI technologies, such as the executive order issued by the U.S. President on December 11, 2025, to establish a national policy framework for AI intended to preempt state AI laws and regulations. The passage of any additional laws, or modification of existing laws could result in further uncertainty and cause the Company to incur additional costs and expenses in order to comply. Compliance with the GDPR, the CCPA, the CPRA and other applicable international and U.S. privacy laws can be costly and time-consuming. If the Company fails to properly respond to security breaches of its or its third-party’s information technology systems or fails to properly respond to an individual’s requests under these laws, the Company could experience damage to its reputation, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing the Company’s growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.

Claims of failure to comply with the Company’s privacy policies or applicable laws or regulations could form the basis of governmental or private party actions against the Company and could result in significant penalties. Additionally, evolving concerns regarding data privacy may cause the Company’s customers and potential customers to resist providing the data necessary to allow the Company to deliver its solutions effectively. Even the perception that personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales and any failure to comply with such laws and regulations could lead to significant fines, penalties or other liabilities. Such claims and actions could cause damage to the Company’s reputation and could have an adverse effect on the Company’s businesses.

• Uncertainty in the Development, Deployment, and Use of AI in the Company’s Products and Services, as Well as its Businesses More Broadly, Could Adversely Affect the Company’s Business and Reputation.

The Company is building and expects to use, and expects its third parties to use, systems and tools that incorporate AI-based technologies, including generative AI, for its customers and workforce. The development, adoption and use of generative AI technology is still maturing, and ineffective or inadequate AI or generative AI development or deployment practices by the Company or third parties could result in unintended consequences. For example, AI algorithms that the Company uses may be flawed or may be (or perceived to be) based on datasets that are biased or insufficient. In addition there is uncertainty around the validity and enforceability of intellectual property rights related to the Company’s development, deployment and use of AI. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit the Company’s ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm.

• Potential Liability for Intellectual Property Infringement Could Adversely Affect the Company’s Businesses.

The Company periodically receives claims from third parties alleging that the Company’s businesses infringe on the intellectual property rights of others. It is likely that the Company will continue to be subject to similar claims, particularly as they relate to its media businesses. Other parts of the Company’s business could also be subject to such claims. Addressing intellectual property claims is a time-consuming and expensive endeavor, regardless of the merits of the claims. In order to resolve such claims, the Company may have to change its method of doing business, enter into licensing agreements with copyright holders, or incur substantial monetary liability. It is also possible that one of the Company’s businesses could be enjoined from using the intellectual property at issue, causing it to significantly alter its operations. Although the Company cannot predict the impact at this time, if any such claim is successful, the outcome would likely affect the business utilizing the intellectual property at issue and could have a material adverse effect on that business’s operating results or prospects.

Cybersecurity Risk Management and Strategy

The Company is a holding company and its business units are decentralized. Together with its business units, the Company maintains a risk-based information security program establishing administrative, technical, and physical safeguards that are designed for the size, scope and type of the Company’s businesses.

The information security program is designed to protect the confidentiality, integrity, and availability of the Company’s information systems and data, and safeguard information systems and data in accordance with applicable local, state, federal or international laws, regulations, or standards.

The Company’s information security program is risk-based; the Company and its business units perform business impact assessments and risk assessments on a regular basis to calibrate areas of focus. Cybersecurity risks are evaluated as a part of the broader risk management activities at the Company.

The Company and its business units leverage several information security controls frameworks, standards and best practices with the International Organization for Standardizations (ISO) 27001 used as the overarching framework. ISO 27001 establishes a multi-pronged information security standard for organizations to manage information security risks, build cyber resilience, and improve operations.

Third-party service provider risk management is one of many components of the Company’s information security program. The Company and its business units use a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties that could adversely impact the Company. This approach may include, but is not limited to, reviewing and assessing providers’ cybersecurity maturity, conducting diligence on certain providers’ information security programs, and/or imposing contractual obligations on the provider depending on the type and quantity of data involved, the access provided to Company systems, the type of provider and the criticality of outsourced operations.

The Company maintains an incident response plan that is distributed to its business units for customization according to their specific operations and internal reporting structures. The Company leverages third-party cybersecurity experts to review the response plan and facilitate incident response exercises for its business units. The Company licenses third-party software that provides incident response simulation capabilities and playbooks and makes that available to its business units and also retains a third-party cybersecurity firm to provide assistance if needed during a cybersecurity incident.

The Company and its business units engage third parties to assess various aspects of the information security program, provide threat intelligence, perform external audits, perform penetration testing, and provide other services as needed.

The Company and its business units have not been materially affected by risks from cybersecurity threats. For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, see Item 1A Risk Factors.

Governance

The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee which reports on its risk management activities, including risks arising from cybersecurity threats, to the full Board of Directors. The Company’s Vice President of Information Security and Privacy reports to the Audit Committee on an annual basis. In addition, the Audit Committee receives quarterly updates as part of the disclosure control process and other updates, as needed, for significant issues.

The annual report to the Audit Committee includes an overview of multiple topics, such as current cybersecurity threats; other cybersecurity risks, including operational, legal/regulatory, and reputational risks; a status summary of company-wide metrics relating to information security controls (e.g., controls addressing vulnerability and patch management, web and mobile application security, administrative access, incident response capability, compliance activities, disaster recovery, sensitive data inventory, and phishing prevention); and planned information security initiatives.

At the Company’s corporate level, the Information Security and Privacy team monitors the prevention, detection and remediation of cybersecurity incidents and coordinates with the Company’s business units to assess information security posture and risk. This coordination includes, for example, performing business impact assessments, conducting risk assessments, and testing and evaluating key aspects of business units’ information security programs, the results of which are reported to the Company’s senior management and the Audit Committee as appropriate.

The Company’s Information Security and Privacy team is led by the VP of Information Security and Privacy who reports to the Company’s Chief Financial Officer. She joined the Company in 2003 and has more than 30 years of relevant experience. Before joining the Company, she served as the federal government and southeast region leader of Guardent (now part of Verisign), a security and privacy consulting and managed security services company. Prior to Guardent, she worked at PricewaterhouseCoopers LLP in the Technology Risk Services consulting practice. She is a strategic advisor to several organizations in the information security and privacy field and is a Certified Information Systems Security Professional (CISSP), and a Certified Information Privacy Professional (CIPP).

Members of the Company’s Information Security and Privacy team have an average of more than 20 years of information security and compliance experience, spanning diverse environments and industries, government agencies, and public and private companies. All members of the core team maintain cybersecurity certifications and attend regular training programs relating to information security, privacy and compliance.

The Company views information security as a shared responsibility. It requires employees to complete information security and privacy awareness training and sends out regular communications on information security and privacy topics. Developers are trained regularly on secure coding practices and the Company mandates that every business unit perform phishing exercises quarterly. Some employees receive additional in-depth training related to their individual job responsibilities.

The Company leases space for its corporate offices in Arlington, VA.

Kaplan owns a total of six properties, including four in the U.S. and one property in South Kensington, London, U.K., used for school and dormitory space, and another in Nice, France. Kaplan also leases facilities used for offices, instruction and student dormitories in several countries, including the U.S., Canada, the U.K., Ireland, Germany, France, Switzerland, Spain, Singapore, Australia and India. In 2017, Kaplan International entered into a 135-year lease of land in Liverpool, U.K., on which it completed the construction of college and/or dormitory space that opened in January 2020.

GMG owns all six of its studio facilities in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA. GMG owns the tower facilities in its San Antonio, TX; Detroit, MI; and Roanoke, VA, markets and jointly owns the transmitter facilities in Jacksonville, FL; Orlando, FL; and Houston, TX.

The healthcare group leases 71 facilities to support their various business units. Of those 71 leases, 11 are through its home health and hospice joint ventures with health systems and physician groups. CSI owns one property used for pharmacy operations (Nash, TX) and the healthcare group owns a property used for administrative services (Lapeer, MI).

In the manufacturing segment, Hoover operates 11 properties in AR, CA, FL, GA (2), MI, PA, TX, VA, WA, and WV. Dekko owns 10 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns three properties in OH and IN, which are used for manufacturing, warehouse and office space. The remaining office and manufacturing facilities are leased, including one manufacturing facility in Monterrey, Mexico.

Graham Automotive owns properties for its Ourisman Honda of Tysons Corner dealership in VA, Toyota of Woodbridge dealership in VA, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge dealership in VA, Ourisman Toyota of Richmond dealership in VA, and Ourisman Honda of Woodbridge dealership in VA. It leases 15 additional properties that serve as the sales and service departments for its Ourisman Lexus of Rockville, Ourisman Ford of Manassas and Ourisman Kia of Bethesda dealerships, along with two service facilities for Roda.

The businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in D.C., MD, VA, NY, NJ, IL, GA, MA, PA, CT, TX, TN, NC, LA and CA and manufacturing facilities in KY, VA, and NV for Framebridge; restaurant facilities and office space in D.C., MD, and VA for CRG; office space in NY and D.C. for Slate; office space in D.C. for Foreign Policy; office space and production facilities in CO for Society6; and office space in the U.K. and Australia for Saatchi Art.

The Company considers its properties suitable for the conduct of its respective businesses and adequate for its current use. The Company believes that suitable additional or alternative space is available at commercially reasonable terms as leases expire or premises become unavailable. However, it recognizes that replacements for student dormitory space leased by KI may be difficult to obtain due to high demand and alternative transmitter facilities for GMG could be costly and require a significant amount of time to construct.

Information with respect to legal proceedings may be found in Note 18, “Contingencies and Other Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference.

See the information contained under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which is included in this Annual Report on Form 10-K and listed in the index to financial information on page 50 hereof.

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 non-U.S. business operations, which are subject to foreign exchange rate risk.

Equity Price Risk. The Company has common stock investments in several publicly traded companies (as discussed in Note 4 to the Company’s Consolidated Financial Statements) that are subject to market price volatility. The fair value of these common stock investments totaled $1,081.9 million at December 31, 2025.

Interest Rate Risk. The Company manages the risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt.

At December 31, 2025, the Company had $500 million principal amount of 5.625% unsecured fixed-rate notes due December 1, 2033 (the Notes). At December 31, 2025, the aggregate fair value of the Notes, based upon quoted market prices, was $504.0 million. There were no earnings or liquidity risks associated with the Company’s Notes. The fair value of the Notes varies with fluctuations in market interest rates. A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $33.1 million at December 31, 2025 using a yield to maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $30.7 million at December 31, 2025, using a yield to maturity. The Company also had approximately $9 million of other fixed-rate debt relating to the healthcare business.

At December 31, 2025, the Company had approximately $498 million of variable-rate debt, including floor plan facility obligations. Approximately $67.1 million of this debt is hedged by an interest rate swap. The Company is subject to earnings and liquidity risks for changes in the interest rate on the unhedged portion of this debt. A 100 basis point increase in the applicable floating rates for the unhedged portions of our variable-rate debt would increase annual interest expense by approximately $4.3 million.

Foreign Exchange Rate Risk. The Company is exposed to foreign exchange rate risk primarily at its Kaplan international operations, and the primary exposure relates to the exchange rate between the U.S. dollar and the British pound, the Australian dollar, and the Singapore dollar. In 2025, 2024 and 2023, the Company reported a net foreign currency loss of $10.1 million, a net foreign currency gain of $5.4 million and a net foreign currency loss of $1.1 million, respectively.

If the values of the British pound, the Australian dollar, and the Singapore dollar relative to the U.S. dollar had been 10% lower than the values that prevailed during 2025, the Company’s pre-tax income for 2025 would have been approximately $37 million lower. Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 2025 would have been approximately $37 million higher.

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 December 31, 2025. 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.

Management’s Report on Internal Control Over Financial Reporting

Management of Graham Holdings Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in 2013. Management has concluded that as of December 31, 2025, the Company’s internal control over financial reporting was effective based on these criteria.

As permitted under Securities and Exchange Commission guidelines for newly acquired businesses, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 excluded Arconic Architectural Products, LLC, which was acquired by the Hoover Treated Wood Products subsidiary on July 15, 2025, and Hendrick Honda of Woodbridge dealership, which was acquired by the Graham-Ourisman Automotive subsidiary on October 21, 2025. The operating results of these businesses are included in our consolidated financial statements for the periods subsequent to acquisition and represent approximately 1% of total assets and 1% of revenue as of and for the year ended December 31, 2025. Arconic Architectural Products, LLC and the Hendrick Honda of Woodbridge dealership will be included in management’s assessment of internal control over financial reporting in fiscal year 2026.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.

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 December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.