GHC / Graham Holdings Company - Документы SEC, Годовой отчет, Доверенное заявление

Холдинговая компания Грэма
US ˙ NYSE ˙ US3846371041

Основная статистика
LEI 529900BOSCEEEMAFQJ29
CIK 104889
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Graham Holdings Company
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2025 ☐ Transition Report Pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

July 30, 2025 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 % (in thousands, except per share amounts) 2025 2024 Change Operating revenues $ 1,215,772 $ 1,185,280 3 Operating expenses 1,116,128 1,100,851 1 Dep

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 July 30, 2025 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter of 2025. The Company also filed its Form 10-Q today for the quarter ended June 30, 2025 with the Securities and Exchange Commission. Division

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2025 GRAHAM HOLDINGS COMPAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 30, 2025 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 27, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2024 or ☐ Transition Report Pursuant to Section 15(d) of the

June 27, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2024 or ☐ Transition Report Pursuant to Section 15(d) of the

June 27, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2024 or ☐ Transition Report Pursuant to Section 15(d) of the

May 30, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1812 North Moore St., Arlington, VA 22209 (Address of principa

May 30, 2025 EX-1.01

Exhibit 1.01

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act of 2010”) and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tanta

May 7, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2025 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

April 30, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 30, 2025 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

April 30, 2025 EX-99.1

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Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 April 30, 2025 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the first quarter of 2025. The Company also filed its Form 10-Q today for the quarter ended March 31, 2025 with the Securities and Exchange Commission. Division

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025 ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 26, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

March 26, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

February 26, 2025 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 % Cl

February 26, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2024 ☐ Transition Report Pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 26, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2025 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 26, 2025 EX-19

Insider Trading and Hedging Policy.

EXHIBIT 19 Insider Trading and Hedging Policy Effective Date: September 12, 2024 1.

February 26, 2025 EX-99.1

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Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 26, 2025 GRAHAM HOLDINGS COMPANY REPORTS 2024 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the fourth quarter and full year of 2024. The Company also filed its Form 10-K today for the year ended December 31, 2024 with the Securities and E

February 26, 2025 EX-24

Power of Attorney dated January 18, 2024.

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 16, 2025 KNOW ALL BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 25, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2025 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 25, 2025 EX-99.1

Jack Markell Elected a Director of Graham Holdings Company

Exhibit 99.1 Jack Markell Elected a Director of Graham Holdings Company ARLINGTON, VA – February 25, 2025 – Graham Holdings Company (NYSE: GHC) announced today that Jack A. Markell has been elected to the Board of Directors. Markell rejoins the Board after previously serving as a Director of the Company from May 2017 through December 2021. Most recently, he was the US Ambassador to the Italian Rep

October 30, 2024 EX-99.1

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Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 October 30, 2024 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the third quarter and first nine months of 2024. The Company also filed its Form 10-Q today for the quarter ended September 30, 2024 with the Securities and E

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024 ☐ Transition Report Pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

October 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

October 4, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

11-K 1 a2023401ksavingsplanforghc.htm FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 or ☐ Tr

October 4, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

11-K 1 a2023kaplantaxdeferredsavia.htm FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 or ☐ T

October 4, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Se

11-K 1 a2023savingsplanforgrahamh.htm FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ Annual Report Pursuant To Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 or ☐ Tr

September 23, 2024 CORRESP

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September 23, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.

September 13, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 13, 2024 EX-3.1

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

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of GRAHAM HOLDINGS COMPANY ARTICLE I Offices SECTION 1.01. Registered Office. The registered office of Graham Holdings Company (formerly known as The Washington Post Company and hereinafter called the Company) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the registered agent in charge thereof shall be The Corporatio

September 5, 2024 SC 13D/A

GHC / Graham Holdings Company / GRAHAM DONALD - AMENDMENT NO. 23 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 23) GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300 (Name, Address a

September 5, 2024 EX-99.1

Power of Attorney for Laura G. O’Shaughnessy

EX-99.1 2 ex99-1.htm POWER OF ATTORNEY Exhibit 1 POWER OF ATTORNEY For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G KNOW ALL BY THESE PRESENTS that the undersigned, a director, executive officer or beneficial owner of more than five percent of the equity securities of Graham Holdings Company, a Delaware corporation (hereinafter called the “Company”), hereby appoints NICOLE MADDREY,

September 5, 2024 SC 13D

GHC / Graham Holdings Company / O'Shaughnessy Laura Activist Investment

SC 13D 1 sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300

August 20, 2024 SC 13G

PUBM / PubMatic, Inc. / Graham Holdings Co Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PubMatic, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74467Q103 (CUSIP Number) August 9, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

July 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2024 ☐ Transition Report Pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

July 31, 2024 EX-99.1

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Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 July 31, 2024 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the second quarter and first six months of 2024. The Company also filed its Form 10-Q today for the quarter ended June 30, 2024 with the Securities and Exchange

July 31, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 28, 2024 NT 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F X Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

June 28, 2024 NT 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F X Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

June 28, 2024 NT 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F X Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

May 31, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 31, 2024 EX-1.01

Exhibit 1.01

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gol

May 30, 2024 SC 13G

GHC / Graham Holdings Company / Madison Avenue Partners, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Graham Holdings Company (Name of Issuer) Class B Common Stock, par value $1.00 per share (Title of Class of Securities) 384637104 (CUSIP Number) December 30, 2021

May 13, 2024 SC 13G

GHC / Graham Holdings Company / Weymouth Elizabeth G. Passive Investment

SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

May 10, 2024 SC 13G

GHC / Graham Holdings Company / O'Shaughnessy Laura Passive Investment

SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

May 10, 2024 SC 13D

GHC / Graham Holdings Company / O'Shaughnessy Timothy J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300 (Name, Address and

May 8, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 1, 2024 EX-99.1

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Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 1, 2024 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the first quarter of 2024. The Company also filed its Form 10-Q today for the quarter ended March 31, 2024 with the Securities and Exchange Commission. Division Op

May 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024 ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

March 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

March 11, 2024 SC 13G/A

GHC / Graham Holdings Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: February 29, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2024 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 ☐ Transition Report Pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 23, 2024 EX-24

Power of Attorney dated

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 18, 2024 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 23, 2024 EX-99.1

* * * * * * * * * * * *

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 23, 2024 GRAHAM HOLDINGS COMPANY REPORTS 2023 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported its financial results for the fourth quarter and full year of 2023. The Company also filed its Form 10-K today for the year ended December 31, 2023 with the Securities and E

February 23, 2024 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's of Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 %

February 23, 2024 EX-97

Graham Holdings Company Clawback Policy

Exhibit 97 GRAHAM HOLDINGS COMPANY CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Graham Holdings Company (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of certain incentive-based compensation in the event of an Accounting Restatement (as defined below). This Policy is designed to be consistent with the applicable rules of The New York Stock

February 13, 2024 SC 13G/A

GHC / Graham Holdings Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01041-grahamholdingscoclas.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b

February 9, 2024 SC 13G/A

GHC / Graham Holdings Company / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Graham Holdings Co (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

December 14, 2023 EX-FILING FEES

Filing Fee Table (filed herewith).

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Graham Holdings Company (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class B Common Stock, p

December 14, 2023 S-8

As filed with the Securities and Exchange Commission on December 14, 2023

As filed with the Securities and Exchange Commission on December 14, 2023 Registration No.

November 1, 2023 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30 % (in thousands, except per share amounts) 2023 2022 Change Operating revenues $ 1,111,519 $ 1,012,438 10 Operating expenses 1,036,344 918,614 1

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 November 1, 2023 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported a net loss attributable to common shares of $23.0 million ($5.02 per share) for the third quarter of 2023, compared to net income attributable to common shares of $32.8 million ($6.76

November 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023 ☐ Transition Report Pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

November 1, 2023 EX-4.4

Third Supplemental Indenture, dated as of August 15, 2023, among Graham Digital Holding Company LLC, a Delaware limited liability company, a subsidiary of Graham Holdings Company, a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).

Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 15, 2023, among Graham Digital Holding Company LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Graham Holdings Company, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trust

September 11, 2023 SC 13G/A

GHC / Graham Holdings Co. - Class B / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: August 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

August 2, 2023 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 % (in thousands, except per share amounts) 2023 2022 Change Operating revenues $ 1,104,999 $ 933,302 18 Operating expenses 1,012,537 859,672 18 Depre

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 2, 2023 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $122.8 million ($25.89 per share) for the second quarter of 2023, compared to a net loss of $67.5 million ($13.95 per share) for the second q

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2023 ☐ Transition Report Pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 2, 2023 EX-10.1

First Amendment to Second Amended and Restated Five Year Credit Agreement, dated as of July 28, 2023, among the Company, Kaplan U.K. Limited, and the foreign borrowers from time to time party thereto, and certain of its domestic subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2023, is by and among GRAHAM HOLDINGS COMPANY, a Delaware corporation (the “Company”), the Foreign Borrowers party hereto (the “Foreign Borrowers”), Graham Digital Holding Com

August 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 31, 2023 EX-1.01

Exhibit 1.01

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gol

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 GRAHAM HOLDINGS COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 5, 2023 EX-99.1

Graham Holdings Announces Stock Repurchase Authorization

Exhibit 99.1 Graham Holdings Announces Stock Repurchase Authorization ARLINGTON, VA—May 4, 2023—Graham Holdings Company (NYSE: GHC) announced today that its Board of Directors has authorized the Company to acquire up to 500,000 shares of its Class B common stock. The Company did not announce a ceiling price or time limit for the purchases. As of April 28, 2023, there were 3,778,767 Class B shares

May 3, 2023 EX-99.1

# # #

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 3, 2023 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $52.3 million ($10.88 per share) for the first quarter of 2023, compared to $95.6 million ($19.45 per share) for the first quarter of 2022. The r

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2023 GRAHAM HOLDINGS COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023 ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 23, 2023 EX-99.1

Don Graham Transitions to Chairman Emeritus; Anne Mulcahy Elected Chair of the Board of Graham Holdings Company

Exhibit 99.1 Don Graham Transitions to Chairman Emeritus; Anne Mulcahy Elected Chair of the Board of Graham Holdings Company ARLINGTON, VA – March 23, 2022 – Graham Holdings Company (NYSE: GHC) announced today that Donald E. Graham has decided to transition from his role as Chairman of the Board of Directors. Mr. Graham will remain a member of the Board as Chairman Emeritus. Long-time board member

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2023 GRAHAM HOLDINGS COMPA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

February 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 GRAHAM HOLDINGS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 24, 2023 EX-99.1

Three Months Ended December 31 2022 2021 (in thousands, except per share amounts) Income before income taxes Income Taxes Net Income Income before income taxes Income Taxes Net Income Amounts attributable to Graham Holdings Company Common Stockholder

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 24, 2023 GRAHAM HOLDINGS COMPANY REPORTS 2022 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $67.1 million ($13.79 per share) for the year ended December 31, 2022, compared to $352.1 million ($70.45 per share) for the year

February 24, 2023 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's of Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 %

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2022 ☐ Transition Report Pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 24, 2023 EX-24

Power of Attorney dated February

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 February 20, 2023 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 10, 2023 SC 13G/A

GHC / Graham Holdings Co / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Graham Holdings Co (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 9, 2023 SC 13G/A

GHC / Graham Holdings Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01008-grahamholdingscoclas.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate bo

January 4, 2023 CORRESP

* * * *

January 4, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

November 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2022 ☐ Transition Report Pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

November 2, 2022 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30 % (in thousands, except per share amounts) 2022 2021 Change Operating revenues $ 1,012,438 $ 809,436 25 Operating expenses 918,614 764,568 20 De

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 November 2, 2022 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA ? Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $32.8 million ($6.76 per share) for the third quarter of 2022, compared to $39.6 million ($7.90 per share) for the third quarter of 2021. Th

September 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 15, 2022 EX-99.1

Danielle Conley Elected a Director of Graham Holdings Company

Exhibit 99.1 Danielle Conley Elected a Director of Graham Holdings Company ARLINGTON, VA ? September 15, 2022 ? Graham Holdings Company (NYSE: GHC) announced today that Danielle Conley has been elected to the Board of Directors. Ms. Conley recently concluded her service as Deputy Counsel to the President of the United States in the Office of White House Counsel where she advised the President, Vic

August 3, 2022 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 % (in thousands, except per share amounts) 2022 2021 Change Operating revenues $ 933,302 $ 801,152 16 Operating expenses 859,672 729,304 18 Depreciat

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 3, 2022 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported a net loss attributable to common shares of $67.5 million ($13.95 per share) for the second quarter of 2022, compared to income of $115.4 million ($22.99 per share) for the second quart

August 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022 ☐ Transition Report Pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 22, 2022 S-8

As filed with the Securities and Exchange Commission on June 22, 2022

As filed with the Securities and Exchange Commission on June 22, 2022 Registration No.

June 22, 2022 EX-FILING FEES

Filing Fee Table (filed herewith).

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Graham Holdings Company (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class B Common Stock, p

May 27, 2022 EX-1.01

3TG Metal Smelter Identification (RMI) Smelter Name Smelter Facility Location Whether Smelter Location in Covered Countries RMAP Validation Status Whether 3TG Mined in Covered Country Mine Location(s), if known Tantalum CID000092 Asaka Riken Co., Ltd

EX-1.01 2 formsd2021exhibit101.htm EXHIBIT 1.01 Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containin

May 27, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 6, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 4, 2022 EX-99.1

# # #

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 4, 2022 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA ? Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $95.6 million ($19.45 per share) for the first quarter of 2022, compared to $112.5 million ($22.44 per share) for the first quarter of 2021. The

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 4, 2022 EX-10.1

Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, among the Company, Kaplan U.K. Limited, and the foreign borrowers from time to time party thereto, and certain of its domestic subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

Exhibit 10.1 Execution Version U.S. $300,000,000 SECOND AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of May 3, 2022 Among GRAHAM HOLDINGS COMPANY as Company, KAPLAN U.K. LIMITED as a Foreign Borrower, THE OTHER FOREIGN BORROWERS FROM TIME TO TIME PARTY HERETO as Foreign Borrowers, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF as Guarantors, THE INITIAL LENDERS NAMED HEREIN as Ini

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2022 ☐ Transition Report Pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 24, 2022 DEF 14A

Graham Holdings Company 2022 Incentive Compensation Plan, filed as Appendix A to the Company’s Proxy Statement on Form DEF 14A for the fiscal year ended December 31, 2021, and incorporated herein by reference.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

February 25, 2022 EX-4.3

Second Supplemental Indenture, dated as of January 6, 2022, among Graham Automotive LLC, a Delaware limited liability company, a subsidiary of Graham Holdings Company, a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

Exhibit 4.3 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of January 6, 2022, among Graham Automotive LLC, a Delaware limited liability company (the ?Guaranteeing Subsidiary?), a subsidiary of Graham Holdings Company, a Delaware corporation (the ?Company?), and The Bank of New York Mellon Trust Company, N.A., as trustee (the

February 25, 2022 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's of Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 %

February 25, 2022 EX-24

Power of Attorney dated

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 February 15, 2022 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2021 ☐ Transition Report Pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2022 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 25, 2022 EX-10.2

First Amendment, dated as of November 23, 2021, to Amended and Restated Five Year Credit Agreement, dated as of May 30, 2018, among the Company, and the foreign borrowers from time to time party thereto, and certain of its domestic subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this ?Amendment?), dated as of November 23, 2021, is by and among GRAHAM HOLDINGS COMPANY, a Delaware corporation (the ?Borrower?), the Foreign Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto and WELLS FARGO BANK, NAT

February 25, 2022 EX-99.1

Three Months Ended December 31 2021 2020 (in thousands, except per share amounts) Income before income taxes Income Taxes Net Income Income before income taxes Income Taxes Net Income Amounts attributable to Graham Holdings Company Common Stockholder

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 25, 2022 GRAHAM HOLDINGS COMPANY REPORTS 2021 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $352.1 million ($70.45 per share) for the year ended December 31, 2021, compared to $300.4 million ($58.13 per share) for the yea

February 14, 2022 SC 13G/A

GHC / Graham Holdings Co / SOUTHEASTERN ASSET MANAGEMENT INC/TN/ - GRAHAM HOLDINGS COMPANY - 13G AMENDMENT Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* Graham Holdings Company (formerly The Washington Post Company) (Name of Issuer) Class B Common Stock (Title of Class and Securities) 384637104 (CUSIP Number of Class of Securities) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the ap

February 10, 2022 SC 13G/A

GHC / Graham Holdings Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 8, 2022 SC 13G/A

GHC / Graham Holdings Co / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Graham Holdings Co (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

December 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 21, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 3, 2021 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30 % (in thousands, except per share amounts) 2021 2020 Change Operating revenues $ 809,436 $ 716,982 13 Operating expenses 764,568 642,191 19 Depr

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 November 3, 2021 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA ? Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $39.6 million ($7.90 per share) for the third quarter of 2021, compared to $77.6 million ($15.22 per share) for the third quarter of 2020. T

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2021 ☐ Transition Report Pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021 ☐ Transition Report Pursuant to Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

August 4, 2021 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 % (in thousands, except per share amounts) 2021 2020 Change Operating revenues $ 801,152 $ 652,871 23 Operating expenses 729,304 598,243 22 Depreciat

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 4, 2021 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA ? Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $115.4 million ($22.99 per share) for the second quarter of 2021, compared to $18.9 million ($3.60 per share) for the second quarter of 2020.

June 14, 2021 EX-99.1

Graham Holdings Completes Acquisition of Leaf Group Ltd.

Exhibit 99.1 Graham Holdings Completes Acquisition of Leaf Group Ltd. ARLINGTON, VA ? June 14, 2021 ? Graham Holdings Company (NYSE: GHC) reported today that it has closed on the previously announced acquisition of Leaf Group Ltd. (NYSE: LEAF) for $8.50 per share in an all cash transaction valued at approximately $323 million. Headquartered in Santa Monica, CA, Leaf Group is a consumer internet co

June 14, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 27, 2021 EX-1.01

3TG Metal Smelter Identification (RMI) Smelter Name Smelter Facility Location Whether Smelter Location in Covered Countries RMAP Validation Status Whether 3TG Mined in Covered Country Mine Location(s), if known Tantalum CID000092 Asaka Riken Co., Ltd

EX-1.01 2 formsd2020exhibit101.htm EXHIBIT 1.01 Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containin

May 27, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 10, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 5, 2021 EX-99.1

# # #

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 5, 2021 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $112.5 million ($22.44 per share) for the first quarter of 2021, compared to a loss of $33.2 million ($6.32 per share) for the first quarter of 2

May 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 5, 2021 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

April 5, 2021 EX-99.1

Graham Holdings Company to Acquire Leaf Group Ltd.

Exhibit 99.1 Graham Holdings Company to Acquire Leaf Group Ltd. ARLINGTON, VA – April 5, 2021 – Graham Holdings Company (NYSE: GHC) announced today that it has entered into an agreement to acquire all outstanding shares of common stock of Leaf Group Ltd. (NYSE: LEAF) at $8.50 per share in an all cash transaction valued at approximately $323 million. Leaf Group, headquartered in Santa Monica, CA, i

April 5, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 25, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

February 25, 2021 EX-99.1

Tony Allen Elected a Director of Graham Holdings Company

Exhibit 99.1 Tony Allen Elected a Director of Graham Holdings Company ARLINGTON, VA ? February 23, 2021 ? Graham Holdings Company (NYSE: GHC) announced today that Tony Allen has been elected to the Board of Directors. Dr. Allen is the President of Delaware State University, one of the most storied Historically Black Colleges/Universities (HBCUs) in America. Allen serves over 5,000 students and man

February 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 24, 2021 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's of Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 %

February 24, 2021 EX-99.1

Three Months Ended December 31 2020 2019 (in thousands, except per share amounts) Income before income taxes Income Taxes Net Income Income before income taxes Income Taxes Net Income Amounts attributable to Graham Holdings Company Common Stockholder

EX-99.1 2 a2020q48-kexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 24, 2021 GRAHAM HOLDINGS COMPANY REPORTS 2020 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $300.4 million ($58.13 per share) for the year ended December 31, 2020, compared

February 24, 2021 EX-24

Power of Attorney dated January 23, 2020.

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 22, 2021 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 24, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2020 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 24, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2021 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Graham Holdings Co (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Graham Holdings Co. Class B Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is

December 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 10, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

December 16, 2020 EX-10.1

Consulting Agreement, dated December 15, 2020, between Graham Holdings Company and Denise Demeter

Exhibit 10.1 Consulting Agreement Consulting Agreement dated as of January 1, 2021, between Graham Holdings Company, a Delaware corporation with its principal place of business at 1300 North 17th Street, Suite 1700, Arlington VA 22209 (“The Company”) and Denise Demeter (“Consultant”), in consideration of the mutual promises made herein, as follows: 1.Contractor agrees to provide the services set f

December 8, 2020 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

December 8, 2020 EX-99.1

Graham Holdings Company Completes Sale of Megaphone to Spotify

Exhibit 99.1 Graham Holdings Company Completes Sale of Megaphone to Spotify ARLINGTON, VA—December 8, 2020—Graham Holdings Company (NYSE: GHC) announced today that it has completed the sale of Megaphone to Spotify Technology S.A. (NYSE: SPOT). Megaphone is a podcast technology company that provides hosting and ad-insertion capabilities for publishers and targeted ad sales for brand partners. # # #

November 10, 2020 EX-99.1

Graham Holdings Company To Sell Megaphone to Spotify

Exhibit 99.1 Graham Holdings Company To Sell Megaphone to Spotify ARLINGTON, VA—November 10, 2020—Graham Holdings Company (NYSE: GHC) announced today that it has entered into an agreement with Spotify Technology S.A. (NYSE: SPOT) to sell Megaphone for $235 million. Megaphone is a podcast technology company that provides hosting and ad-insertion capabilities for publishers and targeted ad sales for

November 10, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 4, 2020 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30 % (in thousands, except per share amounts) 2020 2019 Change Operating revenues $ 716,982 $ 738,820 (3) Operating expenses 642,191 693,257 (7) De

EX-99.1 2 a2020q38-kexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 November 4, 2020 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $77.6 million ($15.22 per share) for the third quarter of 2020, compared to $43.1 million ($

November 4, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

November 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

October 6, 2020 CORRESP

-

October 6, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.

October 2, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 10, 2020 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 10, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 10, 2020 EX-99.1

Graham Holdings Company Announces Stock Repurchase Authorization

Exhibit 99.1 Graham Holdings Company Announces Stock Repurchase Authorization ARLINGTON, VA—September 10, 2020—Graham Holdings Company (NYSE: GHC) announced today that its Board of Directors has authorized the Company to acquire up to 500,000 shares of its Class B common stock. The Company did not announce a ceiling price or time limit for the purchases. As of September 1, 2020, there were 4,094,0

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

August 5, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 5, 2020 EX-99.1

GRAHAM HOLDINGS COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 % (in thousands, except per share amounts) 2020 2019 Change Operating revenues $ 652,871 $ 737,602 (11) Operating expenses 598,243 652,182 (8) Deprec

EX-99.1 2 a2020q28-kexhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 5, 2020 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $18.9 million ($3.60 per share) for the second quarter of 2020, compared to $57.1 million ($1

May 29, 2020 EX-1.01

3TG Metal Smelter Identification (RMI) Smelter Name Smelter Facility Location Whether Smelter Location in Covered Countries RMAP Validation Status Whether 3TG Mined in Covered Country Mine Location(s), if known Tantalum CID000092 Asaka Riken Co., Ltd

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gol

May 29, 2020 SD

- FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 8, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

May 5, 2020 EX-4.2

First Supplemental Indenture, dated as of March 24, 2020, among Graham Healthcare Group, Inc., a Delaware corporation, a subsidiary of the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2020, among Graham Healthcare Group, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Graham Holdings Company, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee

May 5, 2020 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 5, 2020 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported a net loss attributable to common shares of $33.2 million ($6.32 per share) for the first quarter of 2020, compared to income of $81.7 million ($15.26 per share) for the first quarter of 20

April 17, 2020 DEFA14A

GHC / Graham Holdings Company DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

April 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 31, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 26, 2020 DEF 14A

GHC / Graham Holdings Company DEF 14A - - DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

February 26, 2020 EX-24

Power of Attorney dated January 23, 2020.

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 23, 2020 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 26, 2020 EX-99.1

February 26, 2020

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 26, 2020 GRAHAM HOLDINGS COMPANY REPORTS 2019 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $327.9 million ($61.21 per share) for the year ended December 31, 2019, compared to $271.2 million ($50.20 per share) for the yea

February 26, 2020 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % CGRH, LLC Delaware 100 % Clyde's of Broadland, LLC Virginia 100 % Clyde's of Chevy Chase, LLC Maryland 100 % Clyde's Tower Oaks Lodge, LLC Maryland 100 % Clyde's of Columbia, LLC Maryland 100 % Clyde's of Gallery Place, LLC District of Columbia 100 %

February 26, 2020 EX-4.2

Description of the Company’s Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Graham Holdings Company has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class B Common Stock. The general terms and provisions of our Class B Common Stock are summarized below. This summary does not purport to be c

February 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2020 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 26, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-06714 Graham Holdings Company (Exact name of registrant as specifi

February 12, 2020 SC 13G/A

GHC / Graham Holdings Company / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GRAHAM HOLDINGS CO-CLASS B (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 12, 2020 SC 13G/A

GHC / Graham Holdings Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Graham Holdings Co Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

December 18, 2019 SC 13D/A

GHC / Graham Holdings Company / GRAHAM DONALD - AMENDMENT NO. 22 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 22) GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value (Title of Class of Securities) 939640 10 8 (CUSIP Number) Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300 with a copy to:

October 30, 2019 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 October 30, 2019 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $43.1 million ($8.05 per share) for the third quarter of 2019, compared to $125.1 million ($23.28 per share) for the third quarter of 2018.

October 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2019 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 001-06714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

October 30, 2019 EX-10.1

First Amendment, dated as of July 29, 2019, to the Transition and Operations Support Agreement, dated March 22, 2018, by and among Kaplan Higher Education, LLC, Iowa College Acquisition, LLC and Purdue University Global, Inc. (the “First Amendment”), with The Trustees of Purdue University as a party to the First Amendment solely for the purposes of continuing to be bound by the Purdue Provisions (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).+

EX-10.1 2 dex101.htm EXHIBIT 10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH OMITTED INFORMATION IS MARKED WITH "[***]" FIRST AMENDMENT TO TRANSITION AND OPERATIONS SUPPORT AGREEMENT This First Amendment (this “First Amendment”), is made and entered in

October 30, 2019 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-06714 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

July 31, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2019 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

July 31, 2019 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 July 31, 2019 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $57.1 million ($10.65 per share) for the second quarter of 2019, compared to $46.6 million ($8.63 per share) for the second quarter of 2018. T

July 31, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-671 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

May 30, 2019 EX-1.01

3TG Metal Smelter Identification (RMI) Smelter Name Smelter Facility Location Whether Smelter Location in Covered Countries RMAP Validation Status Whether 3TG Mined in Covered Country Mine Location(s), if known Tungsten CID000004 A.L.M.T. TUNGSTEN Co

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gol

May 30, 2019 SD

GHC / Graham Holdings Company SD - - FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 2, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2019 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2019 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 1, 2019 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 1, 2019 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $81.7 million ($15.26 per share) for the first quarter of 2019, compared to $42.9 million ($7.78 per share) for

May 1, 2019 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-671 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 21, 2019 DEF 14A

GHC / Graham Holdings Company DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

February 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2019 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

February 25, 2019 EX-99.1

February 25, 2019

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 25, 2019 GRAHAM HOLDINGS COMPANY REPORTS 2018 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $271.2 million ($50.20 per share) for the year ended December 31, 2018, compared to $302.0 million ($53.89 per share) for the yea

February 25, 2019 10-K

GHC / Graham Holdings Company FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2018 Commission file number 1-6714 Graham Holdings Company (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organizatio

February 25, 2019 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % Cybervista LLC Delaware 100 % Forney Corporation Delaware 100 % Forney Shanghai Trading Company China (PR) 100 % Forney Maquila, LLC Delaware 100 % FMMX S.

February 25, 2019 EX-10.10

Letter Agreement between the Company and Jacob M. Maas, dated August 24, 2015 (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018).*

EX-10.10 2 dex1010.htm EXHIBIT 10.10 Exhibit 10.10 PRIVATE AND CONFIDENTIAL August 24, 2015 Jake Maas 4414 Lowell Street, NW Washington, DC 20016 Dear Jake: We are pleased to offer you the position of Senior Vice President of Planning and Development in the Corporate office of Graham Holdings Company. Your annualized base compensation will be $450,000 paid on a monthly payroll cycle. Your performa

February 25, 2019 EX-24

Power of Attorney dated January 24, 2019.

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 24, 2019 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 11, 2019 SC 13G/A

GHC / Graham Holdings Company / VANGUARD GROUP INC Passive Investment

grahamholdingsco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Graham Holdings Co Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box

February 8, 2019 SC 13G/A

GHC / Graham Holdings Company / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GRAHAM HOLDINGS CO-CLASS B (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

October 31, 2018 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 October 31, 2018 GRAHAM HOLDINGS COMPANY REPORTS THIRD QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $125.1 million ($23.28 per share) for the third quarter of 2018, compared to $24.8 million ($4.42 per share) for the third quarter of 2017.

October 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 31, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

October 31, 2018 10-Q

GHC / Graham Holdings Company FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-671 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

August 1, 2018 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 August 1, 2018 GRAHAM HOLDINGS COMPANY REPORTS SECOND QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $46.6 million ($8.63 per share) for the second quarter of 2018, compared to $42.0 million ($7.46 per share) for the second quarter of 2017. T

August 1, 2018 10-Q

GHC / Graham Holdings Company FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-671 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

August 1, 2018 EX-4.2

Amended and Restated Five Year Credit Agreement, dated as of May 30, 2018, among the Company, and the foreign borrowers from time to time party thereto, and certain of its domestic subsidiaries as guarantors, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018).

EX-4.2 2 dex42.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version CUSIP: 38463RAC4 38463RAD2 38463RAE0 U.S. $300,000,000 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of May 30, 2018 Among GRAHAM HOLDINGS COMPANY as Company and THE FOREIGN BORROWERS FROM TIME TO TIME PARTY HERETO as Foreign Borrowers and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF as Guarantors and THE INITIAL LENDER

May 31, 2018 EX-1.01

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufact

Exhibit 1.01 - Graham Holdings Company Conflict Minerals Report 1. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission (“SEC”) impose certain reporting obligations on public companies that manufacture or contract to manufacture products containing columbite-tantalite (coltan), cassiterite, gol

May 31, 2018 SD

GHC / Graham Holdings Company FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Graham Holdings Company (Exact Name of Registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 1300 North 17th St., Arlington, VA 22209 (Address of principal

May 30, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 30, 2018 EX-4.1

Senior Notes Indenture dated as of May 30, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 30, 2018).

Exhibit 4.1 SENIOR NOTES INDENTURE Dated as of May 30, 2018 Among GRAHAM HOLDINGS COMPANY THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2026 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 10 Section 1.03 Ru

May 30, 2018 EX-10.1

Purchase Agreement, dated May 24, 2018, among Graham Holdings Company, the guarantors listed in Schedule 2 thereto and J.P. Morgan Securities, LLC, as representative of the initial purchasers listed in Schedule 1 thereto.

Exhibit 10.1 $400,000,000 Graham Holdings Company 5.750% Senior Notes due 2026 Purchase Agreement May 24, 2018 J.P. Morgan Securities LLC As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Graham Holdings Company, a Delaware corporation (the “Company”), proposes to issue an

May 24, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 24, 2018 EX-99.1

Graham Holdings Company Announces Pricing of $400 Million Private Offering of Senior Notes

Exhibit 99.1 Graham Holdings Company Announces Pricing of $400 Million Private Offering of Senior Notes ARLINGTON, Va.-(BUSINESS WIRE)-May 24, 2018-Graham Holdings Company (NYSE: GHC) (the “Company”) today announced the pricing of $400 million in aggregate principal amount of its senior unsecured notes due 2026 (the “Notes”). The Notes will be guaranteed, jointly and severally, on a senior unsecur

May 21, 2018 EX-99.2

Graham Holdings Company Announces Proposed $400 Million Private Offering of Senior Notes

EX-99.2 3 ex992.htm Exhibit 99.2 Graham Holdings Company Announces Proposed $400 Million Private Offering of Senior Notes ARLINGTON, Va.-(BUSINESS WIRE)-May 21, 2018-Graham Holdings Company (NYSE: GHC) (the “Company”) today announced that it intends to offer, subject to market and other conditions, $400 million in aggregate principal amount of its senior unsecured notes due 2026 (the “Notes”). The

May 21, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 21, 2018 EX-99.1

March 31,

EX-99.1 2 ex991.htm Exhibit 99.1 Part I. Business overview Graham Holdings Company is a media and diversified education company whose operations include television broadcasting, educational services, online print and local TV news, manufacturing and home health and hospice care. The Company’s media operations comprise the ownership and operation of television broadcasting (through the ownership an

May 21, 2018 EX-99.1

PART I

EXHIBIT 99.1 PART I Note: The information contained in this Item has been updated for the changes to the Company's reportable segments discussed in the Notes to the Financial Statements. This Item has not been updated for any other changes since the filing of the 2017 Annual Report on Form 10-K (“2017 Form 10-K”). For developments subsequent to the filing of the 2017 Form 10-K, refer to our Quarte

May 21, 2018 EX-99.2

INDEX TO FINANCIAL INFORMATION GRAHAM HOLDINGS COMPANY

EXHIBIT 99.2 INDEX TO FINANCIAL INFORMATION GRAHAM HOLDINGS COMPANY Management’s Discussion and Analysis of Results of Operations and Financial Condition (Unaudited) 2 Financial Statements: Report of Independent Registered Public Accounting Firm 22 Consolidated Statements of Operations for the Three Years Ended December 31, 2017 24 Consolidated Statements of Comprehensive Income (Loss) for the Thr

May 21, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 3, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 2, 2018 EX-99.1

GRAHAM HOLDINGS COMPANY REPORTS

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 May 2, 2018 GRAHAM HOLDINGS COMPANY REPORTS FIRST QUARTER EARNINGS ARLINGTON, VA – Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $42.9 million ($7.78 per share) for the first quarter of 2018, compared to $21.1 million ($3.75 per share) for

May 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

May 2, 2018 10-Q

GHC / Graham Holdings Company FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2018 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-671 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction of incorporation or organization) (I.

March 28, 2018 EX-10.1

Transition and Operations Support Agreement, dated March 22, 2018, by and among Kaplan Higher Education, LLC, Iowa College Acquisition, LLC and Purdue University Global, Inc., with Purdue University as a party to the Transition and Operations Support Agreement solely for the purposes of being bound by the Purdue Provisions (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 22, 2018).**+

Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH "[***]". AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TRANSITION AND OPERATIONS SUPPORT AGREEMENT Relating to t

March 28, 2018 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 22, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 22, 2018 DEF 14A

GHC / Graham Holdings Company DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

March 19, 2018 SC 13D/A

GHC / Graham Holdings Company / GRAHAM DONALD - AMENDMENT NO. 21 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 21) GRAHAM HOLDINGS COMPANY (Name of Issuer) Class B Common Stock $1.00 par value 939640 10 8 (Title of Class of Securities) (CUSIP Number) Nicole M. Maddrey Graham Holdings Company 1300 North 17th Street Arlington, VA 22209 (703) 345-6300 with a copy to:

March 12, 2018 EX-12.1

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 GRAHAM HOLDINGS COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS) Year Ended December 31 2017 2016 2015 2014 2013 Earnings: Income (loss) from continuing operations before income taxes and equity in earnings (losses) of affiliates $ 186,038 $ 258,595 $ (120,193 ) $ 977,333 $ 92,016 Add: Fixed charges 60,773 64,347 67,873 71,753 75,566 Amortization of cap

March 12, 2018 EX-4.4

Specimen of Class B Common Stock Certificate.

Exhibit 4.4 DOMESTIC SHARE CERTIFICATEPAR VALUE $1.00 PER SH ARE THE WASHINGTON POST COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN cmES DESIGNATED BY THE TRANSFER AGENT,AVAILABLE ONLINE AT www.computershare.com CLASS B COMMON STOCK C111U PI l'i Bfil::Ma I UJ/ /IJ. ISEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS- - ·- - 10 4 :7be le!a,J;,nylo

March 12, 2018 EX-25.1

Statement of Eligibility and Qualification on Form T-1 of the Bank of New York Mellon Trust Company to act as Trustee under the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95

March 12, 2018 S-3ASR

GHC / Graham Holdings Company S-3ASR

S-3ASR 1 form-s3asr.htm As filed with the Securities and Exchange Commission on March 12, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizat

March 7, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 5, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

February 23, 2018 EX-99.1

February 23, 2018

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Wallace R. Cooney For Immediate Release (703) 345-6470 February 23, 2018 GRAHAM HOLDINGS COMPANY REPORTS 2017 AND FOURTH QUARTER EARNINGS ARLINGTON, VA - Graham Holdings Company (NYSE: GHC) today reported net income attributable to common shares of $302.0 million ($53.89 per share) for the year ended December 31, 2017, compared to $168.6 mill

February 23, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

February 23, 2018 EX-21

List of subsidiaries of the Company.

EXHIBIT 21 Name of Subsidiary Jurisdiction of Incorporation or Organization % of Voting Equity Owned by Parent 199 Sunbeam Realty, LLC Delaware 100 % Cybervista LLC Delaware 100 % Group Dekko Holdings Inc.

February 23, 2018 EX-10.9

Letter Agreement between the Company and Denise Demeter, dated March 23, 2015.

EXHIBIT 10.9 March 23, 2015 Ms. Denise Demeter Graham Holdings 1300 N. 17th Street Suite 17 Arlington, VA 22209 Dear Denise: Per your request, this letter assures that however unlikely, should you be terminated anytime between now and June 1, 2018 for any reason other than cause, your pension benefit will be calculated as if you satisfied the Rule of 90 in §4.2(b) of the GHC Schedule of The Retire

February 23, 2018 EX-24

Power of attorney dated January 18, 2018.

EXHIBIT 24 Power of Attorney Reports Under the Securities Exchange Act of 1934 January 18, 2018 KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Graham Holdings Company, a Delaware corporation (hereinafter called the "Company"), hereby constitutes and appoints TIMOTHY J.

February 23, 2018 10-K

GHC / Graham Holdings Company FORM 10-K (Annual Report)

10-K 1 d2017q410k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2017 Commission file number 1-6714 Graham Holdings Company (Exact name of registrant as specified in its charter) Delaware 53-0182885 (State or other jurisdiction

February 9, 2018 SC 13G/A

GHC / Graham Holdings Company / VANGUARD GROUP INC Passive Investment

grahamholdingsco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Graham Holdings Co Title of Class of Securities: Common Stock CUSIP Number: 384637104 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box

February 9, 2018 SC 13G

GHC / Graham Holdings Company / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRAHAM HOLDINGS CO-CLASS B (Name of Issuer) Common Stock (Title of Class of Securities) 384637104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

January 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 18, 2018 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 9, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2017 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 9, 2017 EX-99.1

Graham Holdings Company Announces Increased Stock Repurchase Authorization

EX-99.1 2 d20171109ex991.htm EXHIBIT 99.1 Exhibit 99.1 Graham Holdings Company Announces Increased Stock Repurchase Authorization ARLINGTON, VA—November 9, 2017—Graham Holdings Company (NYSE: GHC) announced today that its Board of Directors has authorized the Company to acquire up to 500,000 shares of its Class B common stock. The Company did not announce a ceiling price or time limit for the purc

November 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2017 GRAHAM HOLDINGS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-6714 53-0182885 (State or other jurisdiction of incorporation) (Commission File Number) (I.

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