10q10k10q10k.net

What changed in Graham Holdings Co's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Graham Holdings Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+372 added−425 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Graham Holdings Co's 2025 10-K

372 paragraphs added · 425 removed · 290 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

160 edited+51 added−80 removed109 unchanged
Biggest changeFurthermore, Kaplan Professional UK provides internship, mentoring, and professional development opportunities through Career Ready, a social mobility charity, and runs skills workshops for The Rise Initiative, which serves youth from low socio-economic backgrounds.
Biggest changeKaplan Professional Education provides free accountancy tuition for ACCA qualifications through a refugee employment charity; offers scholarships to women in finance and postgraduate applied finance scholarships to under-represented individuals; provides internship, mentoring, and professional development opportunities through a social mobility charity; runs skills workshops for youth from low socio-economic backgrounds; and together with the Association of Accounting Technicians offers aspiring accountants who lack opportunity the chance to study for the AAT qualification for free.
The FCC regulates the sale of advertising by GMG’s stations to candidates for public office and imposes other obligations regarding the broadcast of political announcements more generally, including the disclosure of certain information related to such advertising in the station’s online public inspection file.
Political Advertising. The FCC regulates the sale of advertising by GMG’s stations to candidates for public office and imposes other obligations regarding the broadcast of political announcements more generally, including the disclosure of certain information related to such advertising in the station’s online public inspection file.
If the ED finds that Purdue Global or other client institutions have failed to comply with 6 Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to: • fining the school; • requiring the school to repay Title IV program funds; • limiting or terminating the school’s eligibility to participate in Title IV programs; • initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing; • transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds; • requiring the school to submit a letter of credit; • denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and • referring the matter for possible civil or criminal investigation.
If the ED finds that Purdue Global or other client institutions have failed to comply with Title IV requirements or improperly disbursed or retained Title IV program funds, it may take one or more of a number of actions, including, but not limited to: • fining the school; • requiring the school to repay Title IV program funds; • limiting or terminating the school’s eligibility to participate in Title IV programs; • initiating an emergency action to suspend the school’s participation in Title IV programs without prior notice or opportunity for a hearing; • transferring the school to a method of Title IV payment that would adversely affect the timing of the institution’s receipt of Title IV funds; • requiring the school to submit a letter of credit; • denying or refusing to consider the school’s application for renewal of its certification to participate in the Title IV programs or for approval to add a new campus or educational program; and • referring the matter for possible civil or criminal investigation.
While GMG does not anticipate that these rules will materially affect its bargaining position in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power), such changes could have a material effect on GMG’s retransmission consent revenues.
While GMG does not anticipate that these rules will materially affect its bargaining position 9 in retransmission consent negotiations, if Congress or the FCC were to enact further changes to the retransmission consent rules (such as by requiring small station groups like GMG to negotiate with MVPD buying groups, mandating continued carriage of a station’s signal by an MVPD during a retransmission consent dispute, or otherwise giving MVPDs heightened bargaining power in retransmission consent negotiations), such changes could have a material effect on GMG’s retransmission consent revenues.
Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational 15 services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements.
Competitive factors in these KNA markets include 1) the ability to deliver a wide range of educational services and programs to clients across all levels of programs and administrative functions; 2) cost effectiveness; 3) expertise in marketing, recruitment and program delivery; 4) student outcomes and satisfaction; 5) the ability to invest in start-up and scaling initiatives; 6) reputation; and 7) compliance with laws and the ability to navigate complex regulatory requirements.
The following table sets forth certain information with respect to each of the Company’s television stations: Station, Location and Year Commercial Operation Commenced National Market Ranking (a) Primary Network Affiliation Expiration Date of FCC License Expiration Date of Network Agreement Total Commercial Stations in DMA (b) KPRC, Houston, TX, 1949 6th NBC Aug. 1, 2030 Dec. 31, 2025 14 WDIV, Detroit, MI, 1947 14th NBC Oct. 1, 2029 Dec. 31, 2025 8 WKMG, Orlando, FL, 1954 15th CBS Feb. 1, 2029 June 30, 2026 12 KSAT, San Antonio, TX, 1957 31st ABC Aug. 1, 2030 March 31, 2026 13 WJXT, Jacksonville, FL, 1947 41st None Feb. 1, 2029 — 7 WCWJ, Jacksonville, FL, 1966 41st CW Feb. 1, 2029 Aug. 31, 2025 7 WSLS, Roanoke, VA, 1952 70th NBC Oct. 1, 2028 Dec. 31, 2025 7 _________________________________________________________________________________ (a) Source: 2024/2025 Local Television Market Universe Estimates, the Nielsen Company, September 2024 and effective January 1, 2025, based on television homes in DMA (see note (b) below).
The following table sets forth certain information with respect to each of the Company’s television stations: Station, Location and Year Commercial Operation Commenced National Market Ranking (a) Primary Network Affiliation Expiration Date of FCC License Expiration Date of Network Agreement Total Commercial Stations in DMA (b) KPRC, Houston, TX, 1949 6th NBC Aug. 1, 2030 Dec. 31, 2028 14 WDIV, Detroit, MI, 1947 14th NBC Oct. 1, 2029 Dec. 31, 2028 8 WKMG, Orlando, FL, 1954 15th CBS Feb. 1, 2029 June 30, 2026 12 KSAT, San Antonio, TX, 1957 31st ABC Aug. 1, 2030 March 31, 2026 12 WJXT, Jacksonville, FL, 1947 41st None Feb. 1, 2029 — 7 WCWJ, Jacksonville, FL, 1966 41st CW Feb. 1, 2029 Aug. 31, 2028 7 WSLS, Roanoke, VA, 1952 70th NBC Oct. 1, 2028 Dec. 31, 2028 7 _________________________________________________________________________________ (a) Source: 2025/2026 Local Television Market Universe Estimates, the Nielsen Company, September 2025 and effective January 1, 2026, based on television homes in DMA (see note (b) below).
Its made-to-order marketplace business primarily competes with companies that also utilize a made-to-order business model whereby consumer products featuring artist designs are produced by third-party fulfillment partners and shipped directly to customers, such as Redbubble, Zazzle, Art.com, Shutterfly and Minted, as well as companies that offer broader home décor and apparel products, such as Amazon, Etsy, and Wayfair.
Its made-to-order marketplace business primarily competes with companies that also utilize a made-to-order business model whereby consumer products featuring artist designs are produced by third-party fulfillment partners and shipped directly to customers, such as Redbubble, Zazzle, Art.com, Shutterfly and Minted, as well as 16 companies that offer broader home décor and apparel products, such as Amazon, Etsy, and Wayfair.
ATSC 3.0 is not backward compatible with existing television equipment (although certain adapters/converter boxes are now commercially available), and the FCC’s rules require full-power television stations that transition to the new standard to continue broadcasting a signal in the existing DTV standard (ATSC 1.0) until the FCC phases out the requirement in a future order.
ATSC 3.0 is not backward compatible with existing television equipment (although certain adapters/converter boxes are now commercially available), and the FCC’s rules require full-power television stations that transition to the new standard to continue broadcasting a signal in the existing DTV standard (ATSC 1.0) (the “simulcasting” requirement) until the FCC phases out the requirement in a future order.
A station that fails to make a timely carriage election on a DBS system has no mandatory carriage right and retains only its retransmission consent rights. 10 Stations that elect retransmission consent may negotiate for compensation from cable and DBS systems in exchange for the right to carry their signals. Retransmission consent elections must be made every three years.
A station that fails to make a timely carriage election on a DBS system has no mandatory carriage right and retains only its retransmission consent rights. Stations that elect retransmission consent may negotiate for compensation from cable and DBS systems in exchange for the right to carry their signals. Retransmission consent elections must be made every three years.
Supporting Cast Supporting Cast provides a software-as-a-service platform that enables podcasters and media companies to monetize premium audio content through paid subscriptions, memberships, and audiobooks. The platform's distinctive approach eliminates the need for native apps, delivering exclusive content to subscribers through mainstream podcast players including Spotify, Apple Podcasts, and YouTube Music.
Supporting Cast LLC Supporting Cast LLC (Supporting Cast) provides a software-as-a-service platform that enables podcasters and media companies to monetize premium audio content through paid subscriptions, memberships, and audiobooks. The platform's distinctive approach eliminates the need for native apps, delivering exclusive content to subscribers through mainstream podcast players including Spotify, Apple Podcasts, and YouTube Music.
Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in 4 performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year.
Operating loss is defined as the amount by which the sum of (1) Purdue Global’s and KNA’s respective costs in performing academic and support functions and (2) the $10 million Purdue Priority Payment in each of the first five years following March 22, 2018, exceeds the revenue Purdue Global generates for the applicable fiscal year.
KNA’s failure to comply with these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example: • The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution; • Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.
KNA’s failure to comply with 4 these and other federal and state laws and regulations could result in adverse consequences to KNA’s business, including, for example: • The imposition on KNA and/or Kaplan of fines, other sanctions or liabilities, including, without limitation, repayment obligations for Title IV funds to the ED (where KNA is a Third Party Servicer) or the termination or limitation on Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution; • Adverse effects on KNA’s business and results of operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure, or is subject to fines, repayment obligations or other adverse actions due to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any client institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state laws and regulations occurring prior to the transfer of Kaplan University to Purdue.
Because the retransmission consent rules at present do not apply to vMVPDs such as YouTube TV, Hulu + Live TV, FuboTV, and DIRECTV Stream, the national broadcast networks negotiate agreements with vMVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are unable to negotiate directly with vMVPDs to reach agreements for the carriage of their signals.
Because the retransmission consent rules at present do not apply to vMVPDs such as YouTube TV, Hulu + Live TV, FuboTV, and DIRECTV Stream, the national broadcast networks negotiate agreements with vMVPDs that are presented to their affiliates as “opt-in” agreements, and local affiliates of the broadcast networks are essentially unable to negotiate directly with vMVPDs to reach agreements for the carriage of their signals.
Saatchi Online, Inc. (Saatchi Art) including SaatchiArt.com and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., U.K. and Australia.
(Saatchi Art) including SaatchiArt.com and its art fair event brand, The Other Art Fair, provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through an online gallery as well as through virtual reality and in-person art fairs hosted in the U.S., U.K. and Australia.
We routinely post information that may be important to investors on our website at www.ghco.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (FD).
We routinely post information that may be important to investors on our website at www.ghco.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure.
For its curricular and assessment services, KNA has a number of national competitors as well as competitors focused on preparation for particular tests. Competitive factors for the supplemental education products vary by product line and include price, features, modality, schedule and reputation.
For its curricular and 14 assessment services, KNA has a number of national competitors as well as competitors focused on preparation for particular tests. Competitive factors for the supplemental education products vary by product line and include price, features, modality, schedule and reputation.
While stations are required to air the substantial majority of their educational and informational children’s programming on their primary program stream, under the current rules they may now air up to 13 hours per quarter of regularly scheduled weekly programming on a multicast stream.
While stations are required to air the substantial majority of their educational and informational children’s programming on their primary program stream, under the current rules they may air up to 13 hours per quarter of regularly scheduled weekly programming on a multicast stream.
Changes to the ED’s guidance on Third-Party Servicers, including a change to the definition of what entity or services fall within the scope of the Third-Party Servicer regulations, could cause KNA to be considered a Third-Party Servicer for other university clients.
However, changes to the ED’s guidance on Third Party Servicers, including a change to the definition of what entity or services fall within the scope of the Third Party Servicer regulations, could cause KNA to be considered a Third Party Servicer for other university clients.
Separately, KNA is entitled to a fee for services provided equal to 8% of KNA’s costs of providing such services to Purdue Global (Contributor Service Fee). KNA’s Contributor Service Fee is deducted from any amounts owed to KNA for the Deferred Purchase Price.
Separately, KNA is entitled to a fee for services provided equal to 8% of KNA’s costs of providing such services to Purdue Global (Contributor Service Fee). KNA’s 3 Contributor Service Fee is deducted from any amounts owed to KNA for the Deferred Purchase Price.
To maintain Title IV eligibility, Purdue Global and KNA’s other client institutions must be certified by the ED as eligible institutions, maintain authorizations by applicable state education agencies and be accredited by an accrediting commission recognized by the ED.
To maintain Title IV eligibility, Purdue Global and KNA’s other client institutions must be certified by the ED as eligible institutions, maintain authorizations by applicable state education agencies and be 5 accredited by an accrediting commission recognized by the ED.
Surpass Behavioral Health operates 14 Applied Behavior Analysis (ABA) clinics throughout Kentucky, South Carolina and Georgia, as well as a school program in Pennsylvania and Illinois, and a positive behavior support program in Kentucky. Surpass Behavioral Health is headquartered in Nashville, TN.
Surpass Behavioral Health operates 14 Applied Behavior Analysis (ABA) clinics throughout Kentucky, South Carolina and Georgia, as well as a school program in Pennsylvania, and a positive behavior support program in Kentucky. Surpass Behavioral Health is headquartered in Nashville, TN.
In addition, internet-based subscription services offering live television services have been launched both by traditional pay-TV service providers (such as DISH and DIRECTV) and other entrants (such as YouTube TV, Hulu and Fubo).
In addition, internet-based subscription services offering live television programming have been launched both by traditional pay-TV service providers (such as DISH and DIRECTV) and other entrants (such as YouTube TV, Hulu and Fubo).
Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008. Nicole M. Maddrey, age 60, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms.
Prior to joining the Company, he served as executive vice president of operations and head of corporate development at LivingSocial, an e-commerce and marketing company that he joined as chief financial officer in 2008. Nicole M. Maddrey, age 61, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms.
The Company’s other businesses include restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; a daily local news podcast and newsletter company; a software-as-a-service platform provider that enables podcasters and media companies to monetize audio content through paid subscriptions, memberships, and audiobooks; an online art gallery and in-person art fair business; an online commerce platform featuring original art and designs on an array of consumer products; and an owner and operator of websites.
The Company’s other businesses include restaurants; a custom framing company; a marketing solutions provider; a customer data and analytics software company; Slate and Foreign Policy magazines; a daily local news podcast and newsletter company; a software-as-a-service platform provider that enables podcasters and media companies to monetize audio content through paid subscriptions, memberships, and audiobooks; an online art gallery and in-person art fair business; and an online commerce platform featuring original art and designs on an array of consumer products.
Eleven of GHG’s 35 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients.
Fourteen of GHG’s 35 operating units are operated through joint ventures with health systems and physician groups and the remainder are wholly-owned. Home health, palliative and hospice services include a wide range of health care services that are provided wherever home may be and are tailored to the unique needs and goals of the patients.
Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Marcel A. Snyman, age 50, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr.
Maddrey joined the Company in 2007 as Associate General Counsel. Prior to joining the Company, Ms. Maddrey served as Special Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Marcel A. Snyman, age 51, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr.
O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company. Andrew S. Rosen, age 64, became Executive Vice President of the Company in April 2014.
O’Shaughnessy served as chief executive officer of LivingSocial, an e-commerce and marketing company that he co-founded in 2007. Mr. O’Shaughnessy is the son-in-law of Donald E. Graham, Chairman Emeritus of the Company. Andrew S. Rosen, age 65, became Executive Vice President of the Company in April 2014.
The contents of the Company’s website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. The SEC website, www.sec.gov, contains the reports, proxy statements and information statements and other information regarding issuers that file electronically with the SEC. 22
The contents of the Company’s website are not incorporated by reference into this Form 10-K and shall not be deemed “filed” under the Exchange Act. The SEC website, www.sec.gov, contains the reports, proxy statements and information statements and other information regarding issuers that file electronically with the SEC. 21
AUTOMOTIVE Graham Automotive LLC The Company owns a 90% interest in eight automotive dealerships in the Washington, D.C. area: Honda of Tysons Corner in Virginia, Lexus of Rockville in Maryland, Jeep in Bethesda, Maryland, Ford of Manassas in Virginia, Toyota of Woodbridge and Chrysler-Dodge-Jeep-Ram of Woodbridge in Virginia, Toyota in Henrico, Virginia, and Kia in Bethesda, Maryland.
AUTOMOTIVE Graham Automotive LLC The Company owns a 90% interest in eight automotive dealerships in the Washington, D.C. area: Ourisman Honda of Tysons Corner in Virginia; Ourisman Lexus of Rockville in Maryland; Ourisman Ford of Manassas in Virginia; Toyota of Woodbridge in Virginia, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge in Virginia; Ourisman Toyota of Richmond in Henrico, Virginia; Ourisman Kia in Bethesda, Maryland; and Ourisman Honda of Woodbridge in Virginia.
He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 38 years at the Company and its affiliates.
He became Chairman of Kaplan, Inc. in November 2008 and served as Chief Executive Officer of Kaplan, Inc. from November 2008 to April 2014 and from August 2015 to the present. Mr. Rosen has spent more than 39 years at the Company and its affiliates.
City Cast employs 88 full-time employees and three part-time employees, none of whom is represented by a union. The parent Company has approximately 87 full-time employees, none of whom is represented by a union. The Company recognizes the importance of attracting, developing, and retaining highly qualified employees throughout each of its businesses.
City Cast employs approximately 90 full-time employees and three part-time employees, none of whom is represented by a union. The parent Company has approximately 87 full-time employees, none of whom is represented by a union. The Company recognizes the importance of attracting, developing, and retaining highly qualified employees throughout each of its businesses.
Cooney, age 62, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller. Jacob M.
Cooney, age 63, became Senior Vice President–Finance and Chief Financial Officer of the Company in April 2017. Mr. Cooney served as the Company’s Vice President–Finance and Chief Accounting Officer from 2008 to 2017. He joined the Company in 2001 as Controller. Jacob M.
The loss by one or more institutions of the Student Visa or Child Student Visa license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results. Asia Pacific.
The loss by one or more institutions of the Student Visa or Child Student Visa license, Educational Oversight accreditation or OfS/QAA registration would have a material adverse effect on KI Europe’s operating results.
Timothy J. O’Shaughnessy, age 43, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr.
Timothy J. O’Shaughnessy, age 44, became Chief Executive Officer of the Company in November 2015. From November 2014 until November 2015, he served as President of the Company. He was elected to the Board of Directors in November 2014. From 2007 to August 2014, Mr.
The Company strives to recruit, hire and promote the most talented and qualified individuals for roles in all its businesses. Focusing on identifying and considering a broad group of highly qualified applicants from all backgrounds for employment fosters a culture of excellence and drives positive outcomes for the Company’s businesses.
Attracting and Retaining Employees. The Company strives to recruit, hire and promote the most talented and qualified individuals for roles in all its businesses. Focusing on identifying and considering a broad group of highly qualified applicants from all backgrounds for employment fosters a culture of excellence and drives positive outcomes for the Company’s businesses.
Maas, age 48, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015.
Maas, age 49, became Executive Vice President of the Company in January 2022, prior to which he served as Senior Vice President–Planning and Development beginning October 2015.
The FP Group The FP Group produces Foreign Policy magazine and the ForeignPolicy.com website, which cover developments in national security, international politics, global economics and related issues. The site features analysis, unique news content, specialized channels and newsletters, and podcasts focusing on regions and topics of interest.
Foreign Policy LLC Foreign Policy LLC (Foreign Policy) produces Foreign Policy magazine and the ForeignPolicy.com website, which cover developments in national security, international politics, global economics and related issues. The site features analysis, unique news content, specialized channels and newsletters, and podcasts focusing on regions and topics of interest.
Also in 2024, KNA was awarded a contract with the State of Illinois to provide graduate school and licensure test preparation for the LSAT, MCAT, GMAT and GRE and license and certificate courses in nursing, financial services, real estate, and engineering to all Illinois public university students and all students at five community colleges in Illinois.
Also in 2024, KNA was awarded a contract with the State of Illinois to provide graduate school and licensure test preparation for the LSAT, MCAT, GMAT and GRE and license and certificate courses in nursing, financial services, real estate, engineering, and related to other professional careers to all Illinois public university students and all students at five community colleges in Illinois.
During each of the fiscal years 2024, 2023 and 2022, these operations accounted for approximately 22%, 21% and 20%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 18% and 20% of the Company’s consolidated assets at December 31, 2024 and 2023, respectively.
During each of the fiscal years 2025, 2024 and 2023, these operations accounted for approximately 22%, 22% and 21%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 18% of the Company’s consolidated assets at each of December 31, 2025 and 2024.
More than 10 years ago, in March 2014, the FCC solicited comments on a proposal to eliminate its network non-duplication and syndicated exclusivity rules, which restrict the ability of cable operators, DBS systems and other distributors classified by the FCC as MVPDs to import the signals of out-of-market television stations with duplicate programming during retransmission consent disputes or otherwise.
In March 2014, the FCC solicited comments on a proposal to eliminate its network non-duplication and syndicated exclusivity rules, which restrict the ability of cable operators, DBS systems and other distributors classified by the FCC as MVPDs to import the signals of out-of-market television stations with duplicate programming during retransmission consent disputes or otherwise.
As a Third-Party Servicer, KNA is subject to applicable statutory provisions of Title IV and ED regulations that, among other things, require KNA to be jointly and severally liable with Purdue Global to the ED for any violation by KNA or Purdue Global of any Title IV statute or ED regulation or requirement.
As a Third Party Servicer, KNA is subject to applicable statutory provisions of Title IV and U.S. Department of Education (ED) regulations that, among other things, require KNA to be jointly and severally liable with Purdue Global to the ED for any violation by KNA or Purdue Global of any Title IV statute or ED regulation or requirement.
In November 2023, GMG timely filed a certification identifying all of its current, active authorizations in the 12.7-13.25 GHz band of spectrum, as required by the FCC as it considers whether to allow unlicensed devices to operate in that band.
In November 2023, GMG timely filed a certification identifying all of its current, active authorizations in the 12.7-13.25 GHz band of spectrum, as required by the FCC as it considers whether to allow unlicensed devices, or new satellite uses, to operate in that band.
In 2014, the FCC opened a proceeding to consider whether certain vMVPDs should be classified as MVPDs and thus subject to the retransmission consent rules. More than 10 years later, the FCC has taken no action in that proceeding, despite broadcasters’ sustained advocacy efforts.
In 2014, the FCC opened a proceeding to consider whether certain vMVPDs should be classified as MVPDs and thus subject to the retransmission consent rules. Eleven years later, the FCC has taken no action in that proceeding, despite broadcasters’ sustained advocacy efforts.
The FP Group provides insight and analysis into global affairs for government, military, business, media and academic leaders. FP Events also produces a growing number of live and virtual events, bringing together government, military, business and investment leaders to discuss important regional and topical developments and their implications.
Foreign Policy provides insight and analysis into global affairs for government, military, business, media and academic leaders. FP Events also produces a growing number of live and virtual events, bringing together government, military, business and investment leaders to discuss important regional and topical developments and their implications.
It operates 11 facilities across the country and services a stocking distributor network of more than 100 locations spanning the U.S. and Canada. Group Dekko Inc. Group Dekko Inc.
Hoover operates 11 facilities across the country and services a wood stocking distributor network of more than 100 locations spanning the U.S. and Canada. Group Dekko Inc. Group Dekko Inc.
In addition, the networks’ increased role in negotiating online distribution arrangements for their affiliated stations, together with the networks’ imposition of higher fees on affiliated stations in exchange for the right to distribute network programming in their markets and for broadcast and traditional pay-TV retransmission rights, may have broader effects on the overall network-affiliate relationship, the extent to which the Company cannot now predict.
In addition, the networks’ increased role in negotiating online distribution arrangements for their affiliated stations, together with the networks’ imposition of higher fees on affiliated stations in exchange for the right to distribute network programming in their markets (much of which programming is no longer exclusive to network-affiliated stations in their local markets) and for broadcast and traditional pay-TV retransmission rights, may have broader effects on the overall network-affiliate relationship, the extent to which the Company cannot now predict.
Kaplan believes it has significant defenses against any attempt by the ED at recoupment including the claims’ collective lack of merit, the applicable statute of limitations periods, and the ED’s standing for recoupment given the Sweet settlement described below.
Kaplan believes it has significant defenses against any attempt by the ED at recoupment including the claims’ collective lack of merit, the applicable statute of limitations periods, and the ED’s standing for recoupment given the Sweet v. Cordona settlement.
The extent to which GMG’s broadcast business will be affected by FCC action allowing unlicensed devices to operate in bands of spectrum used by broadcasters is not yet known. Carriage of Local Broadcast Signals.
The extent to which GMG’s broadcast business will be affected by FCC action allowing new users, including unlicensed devices, to operate in bands of spectrum currently used by broadcasters is not yet known. Carriage of Local Broadcast Signals.
As measured by The Slate Group, Slate had an average of more than 10 million unique visitors per month and averaged more than 31 million page views per month across desktop and mobile platforms in 2024. The Slate Group owns an interest in E2J2 SAS, a company incorporated in France that produces a French-language news magazine website at slate.fr .
As measured by The Slate Group, Slate had an average of more than 5 million unique visitors per month and averaged more than 15 million page views per month across desktop and mobile platforms in 2025. The Slate Group owns an interest in E2J2 SAS, a company incorporated in France that produces a French-language news magazine website at slate.fr .
In 2024, advertising revenue accounted for 62% of the total revenue for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature.
In 2025, advertising revenue accounted for 54% of the total revenue for GMG’s operations. Advertising revenue is sensitive to a number of factors, some specific to a particular station or market and others more general in nature.
KNA is also subject to other federal and state laws, including, but not limited to, federal and state consumer protection laws and rules prohibiting unfair or deceptive marketing practices, data privacy, data protection and information security requirements established by federal, state and foreign governments, including, for example, the Federal Trade Commission and the applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records.
KNA is also subject to other non-Title IV, federal and state laws, including, but not limited to, federal and state consumer protection laws and rules prohibiting unfair or deceptive marketing practices, data privacy, data protection and information security requirements established by federal, state and foreign governments, including, for example, the Federal Trade Commission and the applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records that KNA handles for university clients.
In 2024, the Corporate office provided approximately $1.5 million in financial support to 77 nonprofit and civic organizations in the areas of education, health and human services, civics and community, and culture and art. Corporate philanthropy is primarily focused on providing resources, access and services to the most underserved members of the community.
In 2025, the Corporate office provided approximately $1.2 million in financial support to 31 nonprofit and civic organizations in the areas of education, health and human services, civics and community, and culture and art. Corporate philanthropy is primarily focused on providing resources, access and services to the most underserved members of the community.
For example, borrower defense to repayment (BDTR) regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharges may create liability for Kaplan as a past owner of Title IV eligible institutions.
For example, the Title IV borrower defense to repayment (BDTR) regulations that allow students to discharge certain federal loans and provide a process for the ED to recover the discharged amounts from the students’ school, and closed school loan discharge rules allowing students to discharge loans taken to attend later closed institutions may create future liability to the ED for Kaplan as a past owner of Title IV eligible institutions.
At Graham Media Group, both the stations and their employees are committed to their local communities by providing educational, public affairs and special broadcasts addressing current affairs and issues related to their communities.
At GMG, both the stations and their employees are committed to their local communities by providing educational, public affairs and special broadcasts addressing current affairs and issues related to their communities.
As part of the Sweet v. Cardona settlement described below, the ED agreed to review any BDTR applications submitted between June 23, 2022 and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students.
Cardona settlement, the ED agreed to review any BDTR applications submitted between June 23, 2022 and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students.
In 2024, Kaplan was the provider for the educational needs of approximately 1,267,000 students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs.
In 2025, Kaplan was the provider for the educational needs of approximately 1,158,680 students and professionals worldwide who engaged with Kaplan services and materials in-person, online, through their schools (K-12, college, or university) or through their employer education or coaching programs.
Throughout the states in which it operates, GHG competes primarily with both privately owned and hospital-operated home health and hospice service providers. The competitive landscape for other healthcare services provided by GHG is highly fragmented, with competition from a number of small providers and a few national companies.
Throughout the states in which it operates, GHG’s home health and hospice services compete primarily with both privately owned and hospital-operated home health and hospice service providers. The competitive landscape for the other healthcare businesses is highly fragmented, with competition from a number of small providers and a few national companies.
To the extent that there is remaining revenue, KNA is then reimbursed for its operating costs (subject to a cap) of providing the support functions. If KNA achieves cost efficiencies in its operations, then KNA may be entitled to an additional payment equal to 20% of such cost efficiencies (KNA Efficiency Payment).
To the extent that there is remaining revenue after accounting for Purdue Global’s academic cost, KNA is then reimbursed for its operating costs (subject to a cap) related to its support functions. If KNA achieves cost efficiencies in its operations, then KNA may be entitled to an additional payment equal to 20% of such cost efficiencies (KNA Efficiency Payment).
Broadcasters continue to urge the FCC to ensure that broadcast operations are protected against interference from unlicensed devices operating in those bands.
Broadcasters continue to urge the FCC to ensure that incumbent broadcast operations are protected against interference from new users, including unlicensed devices operating in those bands.
The TOSA has a 30-year initial term, which will automatically renew for five-year periods unless terminated.
The TOSA has a 30-year initial term, which automatically renews for five-year periods unless terminated.
Framebridge, Inc. (Framebridge) provides high-quality, affordable and fast custom framing directly to consumers. Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up.
Through its website, app and retail locations, Framebridge offers consumers the option to drop off or ship artwork, pictures and other personal objects directly to Framebridge to be custom framed and then delivered directly to a customer or a retail store for in-store pick up.
The Slate Group LLC The Slate Group LLC (Slate) publishes Slate , an online magazine. Slate features articles and podcasts analyzing news, politics and contemporary culture and adds new material on a daily basis. Content is supplied by the magazine’s own editorial staff, as well as by independent contributors.
Slate features articles and podcasts analyzing news, politics and contemporary culture and adds new material on a daily basis. Content is supplied by the magazine’s own editorial staff, as well as by independent contributors.
The Company has a management services agreement with an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda (formerly CarCare To Go), which provides valet repair services in the Washington, D.C. metropolitan area. OTHER ACTIVITIES Saatchi Online, Inc.
The Company has a management services agreement with an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships, to operate and manage the operations of the dealerships. The Company also owns Roda, which provides valet automotive repair services in the Washington, D.C. metropolitan area.
GHG’s home health, palliative and hospice operations provide services to approximately 85,000 patients annually across the states of Michigan, Illinois, Pennsylvania, Kansas, Missouri, Ohio, and Florida. GHG’s brands include Residential Home Health, Residential Hospice, Allegheny (AHN) Healthcare@Home, and Mary Free Bed at Home, and across these companies there are 19 home health, 11 hospice, and six palliative care operating units.
GHG provides services to approximately 94,000 patients annually across the states of Michigan, Illinois, Pennsylvania, Kansas, Missouri, Ohio, and Florida. GHG’s brands include Residential Home Health, Residential Hospice, AHN Healthcare@Home, and Mary Free Bed at Home, and across these companies there are 18 home health, 11 hospice, and six palliative care operating units.
The current rules are significant to GMG stations as vMVPD subscriber numbers continue to increase. vMVPD YouTube TV is predicted to be the largest pay-TV provider by 2026, surpassing traditional facilities-based cable and satellite distributors. The FCC has also considered proposals to alter its rules governing network non-duplication and syndicated exclusivity.
The current rules are significant to GMG stations as vMVPD subscriber numbers continue to increase. vMVPD YouTube TV has reported 10 million subscribers and is poised to become the largest pay-TV provider, surpassing traditional facilities-based cable and satellite distributors. The FCC has also considered proposals to alter its rules governing network non-duplication and syndicated exclusivity.
In 2024, KNA served over 713,951 students through its exam preparation, professional licensure and certification, and corporate training and continuing education programs and related products (such as tutoring, online question banks and online practice tests), excluding sales of test prep books by third-party retailers. KNA also publishes test preparation and reference resources sold through retail channels.
In 2025, KNA served approximately 782,280 students through its exam preparation, professional licensure and certification, and corporate training and continuing education programs and related products (such as online tutoring, online question banks and online practice tests), excluding sales of test prep books by third-party retailers. KNA publishes epubs, print test preparation books, and reference resources sold through retail channels.
Under the ED’s incentive compensation rule, an institution participating in Title IV programs may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid.
Under these incentive compensation rules, an institution participating in Title IV programs and entities providing recruiting or financial aid services to those institutions may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid.
Skin Clique generates much of its revenue from neurotoxin injections and the remaining revenue from GLP-1, skin peels, skin consultations, Ultherapy, dermal fillers, microneedling, and medical-grade skin care products. Skin Clique, based in Charleston, SC, serves clients across approximately 40 states.
Skin Clique is a concierge aesthetic medicine and product practice. Skin Clique generates much of its revenue from neurotoxin injections and the remaining revenue from GLP-1, skin peels, skin consultations, dermal fillers, microneedling, and medical-grade skin care products. Skin Clique, based in Charleston, SC, serves clients across approximately 42 states.
Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008. Sandra M. Stonesifer, age 40, became Vice President–Chief Human Resources Officer of the Company in January 2021. Prior to joining the Company, Mrs.
Snyman served as Controller of the Company from 2016 to 2018, prior to which he served as Assistant Controller beginning in April 2014 and Director of Accounting Policy beginning in July 2008. Sandra M. Stonesifer, age 41, became Senior Vice President and Chief HR and Administrative Officer in January 2026.
The Company offers discounts on courses and programs offered by Purdue Global to all full-time employees through the Gift of Knowledge Program.
The Company offers discounts on courses and programs offered by Purdue Global as well as various supplemental education products offered by KNA to all full-time employees through the Gift of Knowledge Program.
WJXT, one of GMG’s Jacksonville stations, has operated as an independent station since 2002. In addition, each of the GMG stations receives programming from syndicators and other third-party programming providers.
WJXT, one of GMG’s Jacksonville stations, has operated as an independent station since 2002. In addition, each GMG station receives programming from syndicators and other third-party programming providers. GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations.
In addition to competition for vehicle sales, dealerships compete for parts and service business with other dealerships, automotive parts retailers and independent mechanics. The principal competitive factors in vehicle sales are price, selection of vehicles, location of dealerships and quality of customer service.
Competitors include small local dealerships and large national multi-franchise automotive dealership groups. In addition to competition for vehicle sales, dealerships compete for parts and service business with other dealerships, automotive parts retailers and independent mechanics. The principal competitive factors in vehicle sales are price, selection of vehicles, location of dealerships and quality of customer service.
KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED, the ED’s Office of the Inspector General, accrediting bodies and state and various other federal agencies.
KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED and the ED’s Office of the Inspector General (for financial aid services as a Third Party Servicer to Purdue Global), accrediting bodies and state and various other federal agencies.
In 2021, Kaplan received BDTR applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from former Kaplan University students.
In 2021, Kaplan received BDTR applications from the ED seeking discharge of approximately $35 million in loans, excluding interest, from students at Kaplan’s previously owned schools, including Kaplan University.
A transitioning station’s DTV-formatted content must be substantially similar to the programming aired on its ATSC 3.0 channel until July 17, 2027, to ensure that viewers continue to have access to the same DTV-formatted programming during the transition to the NextGenTV standard. As of December 31, 2024, GMG is broadcasting in the ATSC 3.0 standard on all of its stations.
Under current rules, a transitioning station’s DTV-formatted content must be substantially similar to the programming aired on its ATSC 3.0 channel until July 17, 2027, to ensure that all viewers continue to have access to the same DTV-formatted programming during the transition to the NextGenTV standard.
In addition, tuition revenue-sharing payments to KNA under the TOSA (as well as any other agreement with any Title IV participating institution) must comply with the ED’s revenue sharing guidance related to bundled services agreements. For more information, see Item 1A. Risk Factors.
Tuition revenue-sharing payments to KNA under the TOSA (as well as any other agreement with any Title IV participating institution) must comply with the ED’s revenue sharing guidance related to bundled services agreements. For more information, see Item 1A. Risk Factors. Failure to Comply with the ED’s Title IV Incentive Compensation Rule Could Subject Kaplan to Liabilities, Sanctions and Fines.
Clyde’s Restaurant Group Clyde’s Restaurant Group (Clyde’s), founded in 1963, owns and operates 14 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including six Clyde’s locations, Old Ebbitt Grill, The Hamilton, Hamilton Live, Rye Street Tavern, Cordelia Fishbar, 1789 Restaurant, Fitzgerald’s and The Tombs. Clyde’s has another restaurant under construction with the planned opening in 2026. Framebridge, Inc.
OTHER ACTIVITIES Clyde’s Restaurant Group Clyde’s Restaurant Group (CRG), founded in 1963, owns and operates 14 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including six Clyde’s locations, Old Ebbitt Grill, The Hamilton, Hamilton Live, Rye Street Tavern, Cordelia Fishbar, 1789 Restaurant, Fitzgerald’s and The Tombs.
KNA provides operations support functions to Purdue University Global (Purdue Global), which operates largely online as an Indiana public university affiliated with Purdue University. The operations support activities that KNA provides to Purdue Global include technology support, helpdesk functions, admissions support, financial aid processing, back-office business functions, certain test preparation and other non-academic functions.
The operations support activities that KNA provides to Purdue Global include technology support, helpdesk functions, admissions support, financial aid processing, back-office business functions, certain test preparation and other non-academic functions.
GMG’s performance depends in part on the quality and availability of third-party programming broadcast by its stations, and any substantial decline in the quality or availability of this programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising and distribution revenues, or enter into certain transactions in the future.
Any substantial decline in the quality or availability of such programming could materially affect the ability of GMG and its competitors to attract viewers, generate advertising and distribution revenues, or enter into certain transactions in the future.
As shown in the table above, the current terms of the GMG station licenses expire between 2028 and 2030. GMG expects the FCC to grant future license renewal applications for its stations in due course, but cannot provide any assurances that the FCC will do so. Digital Television (DTV) and Spectrum Issues.
GMG expects the FCC to grant future license renewal applications for its stations in due course, but cannot provide any assurances that the FCC will do so. Digital Television (DTV) and Spectrum Issues.

… 211 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

98 edited+29 added−49 removed151 unchanged
Biggest changeFailure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example: • The imposition on Kaplan of fines, other sanctions or liabilities, including repayment obligations for Title IV funds to the ED or the termination or limitation of Kaplan’s eligibility to provide services as a Third-Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers; • Adverse effects on Kaplan’s business and operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure or is subject to fines, repayment obligations or other adverse actions owing to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state requirements occurring prior to the transfer of Kaplan University to Purdue. 27 Although KNA endeavors to comply with all U.S. federal and state laws and regulations, KNA cannot guarantee that its implementation of the relevant rules will be upheld by the ED or other agencies or upon judicial review.
Biggest changeKNA is also subject to other federal and state laws, including federal and state consumer protection laws and rules prohibiting unfair or deceptive marketing practices; data privacy, data protection and information security requirements established by federal, state and foreign governments, including, for example, the Federal Trade Commission; and applicable provisions of the Family Educational Rights and Privacy Act regarding the privacy of student records handled by KNA for its university clients. 26 Failure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example: • The imposition on Kaplan of fines, other sanctions or liabilities, including repayment obligations for Title IV funds to the ED or the termination or limitation of Kaplan’s eligibility to provide services as a Third Party Servicer to any Title IV participating institution if KNA fails to comply with statutory or regulatory requirements applicable to such service providers; • Adverse effects on Kaplan’s business and operations from a reduction or loss in KNA’s revenues under the TOSA or any other agreement with any Title IV participating institution if a client institution loses or has limits placed on its Title IV eligibility, accreditation, operations or state licensure or is subject to fines, repayment obligations or other adverse actions owing to noncompliance by KNA (or the institution) with Title IV, accreditor, federal or state agency requirements; • Liability under the TOSA or any other agreement with any Title IV participating institution for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct; and • Liability for noncompliance with Title IV or other federal or state requirements occurring prior to the transfer of Kaplan University to Purdue.
Any significant changes to the availability of government funding for education or training, visa policies for students and their dependents, or other administrative immigration requirements, or the tax environment, including changes to tax laws, policies and practices, in any one or more countries in which KI operates or makes its services available could negatively affect its operating results.
Significant changes to the availability of government funding for education or training, visa policies for students and their dependents, or other administrative immigration requirements, or the tax environment, including changes to tax laws, policies and practices, in any one or more countries in which KI operates or makes its services available could negatively affect its operating results.
The Company relies extensively on information technology systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting the Company’s business.
The Company relies extensively on information technology systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical platforms, some of which are managed, hosted, provided and used by third parties or their vendors, to assist in conducting the Company’s business.
In turn, any of the aforementioned consequences could have a material adverse effect on Kaplan’s operating results even though such institution’s compliance is affected by circumstances beyond Kaplan’s control, including, for example: • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure; • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other client institution is subject to fines, repayment obligations or other adverse actions owing to noncompliance by the institution (or Kaplan) with Title IV, accreditor or state agency requirements; • the imposition on KNA of fines or repayment obligations to the ED or the termination or limitation on Kaplan’s eligibility to provide services to Purdue Global or other Title IV participating institutions if findings of noncompliance by Purdue Global or such other institution result in a determination that Kaplan failed to comply with statutory or regulatory requirements applicable to service providers; and • liability under the TOSA or other client agreements for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct. 30 • Kaplan May Fail to Realize the Anticipated Benefits of the Purdue Global Transaction.
In turn, any of the aforementioned consequences could have a material adverse effect on Kaplan’s operating results even though such institution’s compliance is affected by circumstances beyond Kaplan’s control, including, for example: • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure; • a reduction or loss in KNA’s revenues under the TOSA or other client agreements if Purdue Global or any other client institution is subject to fines, repayment obligations or other adverse actions owing to noncompliance by the institution (or Kaplan) with Title IV, accreditor or state agency requirements; • the imposition on KNA of fines or repayment obligations to the ED or the termination or limitation on Kaplan’s eligibility to provide services to Purdue Global or other Title IV participating institutions if findings of noncompliance by Purdue Global or such other institution result in a determination that Kaplan failed to comply with statutory or regulatory requirements applicable to service providers; and • liability under the TOSA or other client agreements for noncompliance with federal, state or accreditation requirements arising from KNA’s conduct. • Kaplan May Fail to Realize the Anticipated Benefits of the Purdue Global Transaction.
A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from applicable losses resulting from the violation or could result in termination by such client institutions of their services agreements with KNA. 28 • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims, Could Result in Findings of Noncompliance with Statutory and Regulatory Requirements and Result in Liabilities, Sanctions and Fines.
A violation of misrepresentation regulations or other federal or state laws and regulations applicable to the services KNA provides to its client institutions arising out of statements by KNA, its employees or agents could require KNA to pay the costs associated with indemnifying its client institutions from applicable losses resulting from the violation or could result in termination by such client institutions of their services agreements with KNA. • Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims, Could Result in Findings of Noncompliance with Statutory and Regulatory Requirements and Result in Liabilities, Sanctions and Fines.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans; permit BDTR of Title IV loans based on certain conduct of the institution; establish specific measures of financial responsibility and administrative capability; regulate the addition of new campuses and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs; require compliance with the Title IV definition of nonprofit institution; and require state authorization and institutional and programmatic accreditation.
Additionally, Purdue Global and other client institutions are subject to laws and regulations that, among other things, limit student default rates on the repayment of Title IV loans; permit BDTR 28 of Title IV loans based on certain conduct of the institution; establish specific measures of financial responsibility and administrative capability; regulate the addition of new campuses and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs; require compliance with the Title IV definition of nonprofit institution; and require state authorization and institutional and programmatic accreditation.
The failure to comply with these or other federal and state laws and regulations regarding misrepresentation and marketing practices could result in the imposition on KNA or its client institutions of fines, other sanctions or liabilities, including federal student aid repayment obligations to the ED, the termination or limitation of Kaplan’s eligibility to provide services as a third-party servicer to Title IV participating institutions, the termination or limitation of a client institution’s eligibility to participate in the Title IV programs, or legal action by students or other third parties.
The failure to comply with these or other federal and state laws and regulations regarding misrepresentation and marketing practices could result in the imposition on KNA or its client institutions of fines, other sanctions or liabilities, including federal student aid repayment obligations to the ED, the 27 termination or limitation of Kaplan’s eligibility to provide services as a third-party servicer to Title IV participating institutions, the termination or limitation of a client institution’s eligibility to participate in the Title IV programs, or legal action by students or other third parties.
Examples of such developments include delivery of programming via online platforms, including both ad-supported and subscription video programming services and the national broadcast networks’ direct-to-consumer services, technologies that enable users to fast-forward or skip advertisements, and devices that allow users to consume content on demand and in remote locations while avoiding traditional commercial advertisements or cable and satellite subscriptions.
Examples of such developments include delivery of programming via online platforms, including both ad-supported and subscription video programming services, including vMVPDs, and the national broadcast networks’ direct-to-consumer services, technologies that enable users to fast-forward or skip advertisements, and devices that allow users to consume content on demand and in remote locations while avoiding traditional commercial advertisements or cable and satellite subscriptions.
If the Company fails to properly respond to security breaches of its or its third-party’s information technology systems or fails to properly respond to an individual’s requests under these laws, the Company could experience damage to its 40 reputation, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing the Company’s growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.
If the Company fails to properly respond to security breaches of its or its third-party’s information technology systems or fails to properly respond to an individual’s requests under these laws, the Company could experience damage to its reputation, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing the Company’s growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.
In addition, climate change could cause increases in hurricanes, floods, wildfires, and other risks that could produce losses affecting the Company’s businesses. Although in connection with certain acquisitions, the Company has obtained indemnification for certain environmental liabilities and insurance policies, such rights and policies may not be sufficient to reimburse the Company for all losses that it might incur.
In 36 addition, climate change could cause increases in hurricanes, floods, wildfires, and other risks that could produce losses affecting the Company’s businesses. Although in connection with certain acquisitions the Company has obtained indemnification for certain environmental liabilities and insurance policies, such rights and policies may not be sufficient to reimburse the Company for all losses that it might incur.
To the extent that advertisers shift advertising expenditures, including local advertising, away from broadcast television to other media outlets, including digital distribution platforms, the profitability of the Company’s television broadcasting business could be adversely affected. 32 • Increased Competition Resulting from Technological Innovations in Video Programming Distribution Systems and Changing Consumer Behavior Could Adversely Affect the Company’s Operating Results.
To the extent that advertisers shift advertising expenditures, including local advertising, away from broadcast television to other media outlets, including digital distribution platforms, the profitability of the Company’s television broadcasting business could be adversely affected. • Increased Competition Resulting from Technological Innovations in Video Programming Distribution Systems and Changing Consumer Behavior Could Adversely Affect the Company’s Operating Results.
Although the Company cannot predict the impact at this time, if any such claim is successful, the outcome would likely affect the business utilizing the intellectual property at issue and could have a material adverse effect on that business’s operating results or prospects. Item 1B. Unresolved Staff Comments. Not applicable.
Although the Company cannot predict the impact at this time, if any 39 such claim is successful, the outcome would likely affect the business utilizing the intellectual property at issue and could have a material adverse effect on that business’s operating results or prospects. Item 1B. Unresolved Staff Comments. Not applicable.
In addition to the other information included in this Annual Report on Form 10-K, investors should carefully consider the following risk factors. If any of the events or developments described below 24 occurs, it could have a material adverse effect on the Company’s business, financial condition or results of operations.
In addition to the other information included in this Annual Report on Form 10-K, investors should carefully consider the following risk factors. If any of the events or developments described below occurs, it could have a material adverse effect on the Company’s business, financial condition or results of operations.
If HMRC’s application of the Supreme Court judgment and the five key tests deem Glasgow International College not to constitute a “college of a university” and not entitled to a VAT 26 exemption, KI Pathways Colleges’ financial results may be materially adversely impacted if they are not able to meet any new requirements.
If HMRC’s application of the Supreme Court judgment and the five key tests deem Glasgow International College not to constitute a “college of a university” and not entitled to a VAT exemption, KI Pathways Colleges’ financial results may be materially adversely impacted if they are not able to meet any new requirements.
KNA Supplemental Education Exam Preparation provides courses that prepare students for a broad range of admissions examinations that are considered by colleges and graduate schools. Historically, colleges and graduate schools have required standardized tests as part of the admissions process. Certain colleges have moved away from the historical reliance on standardized admissions tests.
KNA Supplemental Education Exam Preparation provides courses that prepare students for a broad range of admissions examinations that are considered by colleges and graduate schools. Historically, colleges and graduate 30 schools have required standardized tests as part of the admissions process. Certain colleges have moved away from the historical reliance on standardized admissions tests.
As such, KNA is also subject to the incentive compensation rule and cannot provide any commission, bonus or other incentive payment to any covered employees, subcontractors or other parties engaged in certain student recruiting, admission or financial aid activities based on success in securing enrollments or financial aid.
As such, KNA is subject to the incentive compensation rule and cannot provide any commission, bonus or other incentive payment to any covered employees, subcontractors or other parties engaged in certain student recruiting, admission or financial aid activities based on success in securing enrollments or financial aid.
If one of the Company’s manufacturers does not renew its dealer agreement or terminates the agreement, the Company’s dealership would be unable to sell or distribute new vehicles or perform manufacturer-authorized warranty service, which would adversely affect the Company’s automotive business. • Changes Affecting Automobile Manufacturers Could Adversely Affect the Company’s Automotive Business.
If one of the Company’s manufacturers does not renew its dealer agreement or terminates the agreement, the Company’s dealership would be unable to sell or 34 distribute new vehicles or perform manufacturer-authorized warranty service, which would adversely affect the Company’s automotive business. • Changes Affecting Automobile Manufacturers Could Adversely Affect the Company’s Automotive Business.
A failure to effectively manage growth and integrate acquired businesses could have a material adverse effect on the Company ’ s operating results. 38 • Changes in Business Conditions Have Caused and May in the Future Cause Goodwill and Other Intangible Assets to Become Impaired.
A failure to effectively manage growth and integrate acquired businesses could have a material adverse effect on the Company ’ s operating results. • Changes in Business Conditions Have Caused and May in the Future Cause Goodwill and Other Intangible Assets to Become Impaired.
If KI Pathways were to lose its Approved Fee Cap status with the OfS, KI Pathways Colleges’ financial results may be materially adversely impacted. The Glasgow College is not currently included in the OfS registration as it is located in Scotland.
If KI Pathways were to lose its Approved Fee Cap status with the OfS, KI Pathways Colleges’ financial results may be materially adversely impacted. 25 The Glasgow College is not currently included in the OfS registration as it is located in Scotland.
These compliance reviews and litigation 31 matters could extend to activities conducted by KNA on behalf of Purdue Global or other client institutions and to KNA itself as a third-party servicer subject to Title IV regulations.
These compliance reviews and litigation matters could extend to activities conducted by KNA on behalf of Purdue Global or other client institutions and to KNA itself as a Third Party Servicer subject to Title IV regulations.
Saatchi Art’s business and results of operations depend upon attracting and retaining artists whose artwork adds value to its marketplaces and that consumers want to purchase, and upon attracting customers who convert into 36 new and repeat purchasers.
Saatchi Art’s business and results of operations depend upon attracting and retaining artists whose artwork adds value to its marketplaces and that consumers want to purchase, and upon attracting customers who convert into new and repeat purchasers.
In addition, changes to the FCC’s rules governing broadcast ownership may affect the Company’s ability to expand its television broadcasting business and/or may enable the Company’s competitors to improve their market positions through consolidation.
In addition, changes to the 31 FCC’s rules governing broadcast ownership may affect the Company’s ability to expand its television broadcasting business and/or may enable the Company’s competitors to improve their market positions through consolidation.
Reductions in the use of standardized tests in college or graduate school admissions processes have had and could continue to have an adverse effect on KNA’s operating results. Additionally, KNA faces increased competition from competitors offering lower-cost or free test prep products that may be used by students to piece together alternatives to traditional comprehensive test prep programs.
Reductions in the use of standardized tests in college or graduate school admissions processes have had and could continue to have an adverse effect on KNA’s operating results. Additionally, KNA faces increased competition offering lower-cost or free test prep products that may be used by students to piece together alternatives to traditional comprehensive test prep programs.
Those subscribers who “cut the cord” and move to internet-based subscription streaming services may not generate the same revenues as GMG receives under its existing 33 retransmission consent agreements, because, as discussed above, the per-subscriber fees paid to network-affiliated stations under the distribution agreements that apply to vMVPDs may be less than the fees paid by traditional MVPDs under GMG’s retransmission consent agreements.
Those subscribers who “cut the cord” and move to internet-based subscription streaming services may not generate the same revenues as GMG receives under its existing retransmission consent agreements, because, as discussed above, the per-subscriber fees paid to network-affiliated stations under the network-negotiated distribution agreements that apply to vMVPDs may be less than the fees paid by traditional MVPDs under GMG’s retransmission consent agreements.
The ability of the Company’s dealerships to sell and service these brands may be adversely affected by negative conditions faced by manufacturers such as negative changes to a manufacturer’s financial condition, negative publicity concerning a manufacturer or vehicle model, declines in consumer demand or brand preferences, changes in consumer preferences driven by fuel price volatility, disruptions in production and delivery, including those caused by natural disasters or labor strikes, new laws or regulations, including more stringent fuel economy and greenhouse gas emission standards, and technological innovations in ride-sharing, electric vehicles and autonomous driving.
The ability of the Company’s dealerships to sell and service these brands may be adversely affected by negative conditions faced by manufacturers such as negative changes to a manufacturer’s financial condition; negative publicity concerning a manufacturer or vehicle model; declines in consumer demand or brand preferences; changes in consumer preferences driven by fuel price volatility, disruptions in production and delivery, including those caused by natural disasters or labor strikes, new laws or regulations, including more stringent fuel economy and greenhouse gas emission standards; and technological innovations in ridesharing, electric vehicles and autonomous driving.
In those cases, as the number of subscribers to traditional MVPD platforms decreases, GMG bears the costs and risks of declining retransmission consent revenues.
In those cases, as the number of subscribers to traditional MVPD platforms decreases, GMG alone bears the costs and risks of declining retransmission consent revenues.
Currently, a substantial portion of KNA’s revenue is attributable to service fees and deferred purchase price payments it receives under its agreement with Purdue Global, which, in the case of the deferred purchase price, are dependent upon revenue generated by Purdue Global and upon Purdue Global’s eligibility to participate in the Title IV federal student aid program.
A substantial portion of KNA’s revenue is attributable to service fees and deferred purchase price payments it receives under its agreement with Purdue Global, which are dependent upon revenue generated by Purdue Global and upon Purdue Global’s eligibility to participate in the Title IV federal student aid program.
In addition, minor incidents, even if dealt with promptly, could lead to severe legal, financial and reputational issues, such as investigations by authorities, enforcement, lawsuits and negative publicity, and a collection of incidents, though not considered material individually at the time they occur, may be deemed material later in the aggregate. • Failure to Comply with Privacy Laws or Regulations Could Have an Adverse Effect on the Company’s Businesses.
In addition, cybersecurity incidents, even if not material and even if dealt with promptly, could lead to severe legal, financial and reputational issues, such as investigations by authorities, enforcement, lawsuits and negative publicity, and a collection of incidents, though not considered material individually at the time they occur, may be deemed material later in the aggregate. • Failure to Comply with Privacy Laws or Regulations Could Have a Material Adverse Effect on the Company’s Businesses.
In response to the COVID-19 pandemic, many governments imposed student travel restrictions (applicable to exit and entry), made recommendations for their students to return home and closed physical campus locations, and many state and professional bodies postponed or canceled examination dates related to state examinations and professional education programs, all of which have materially adversely affected Kaplan International’s operations and resulted in significant losses at Kaplan Languages Group during the pandemic.
In response to the COVID-19 pandemic, many governments imposed student travel restrictions (applicable to exit and entry), made recommendations for their students to return home and closed physical campus locations, and many state and professional bodies postponed or canceled examination dates related to state examinations and professional education programs, all of which have materially adversely affected Kaplan International’s operations and resulted in significant losses at KLG during the pandemic.
Private and government payors’ implementation of value-based purchasing requirements could negatively impact Medicare reimbursement and have an adverse effect on GHG’s financial condition, results of operations and overall cash flows. • The Company’s Healthcare Business Is Limited in its Ability to Control Rates Received for its Services, Which Could Materially Adversely Affect its Business if it Is Unable to Maintain or Reduce Costs to Provide Such Services.
Private and government payors’ implementation of value-based purchasing requirements could negatively impact Medicare reimbursement and have an adverse effect on the healthcare group’s financial condition, results of operations and overall cash flows. 33 • The Company’s Healthcare Business Is Limited in its Ability to Control Rates Received for its Services, Which Could Materially Adversely Affect its Business if it Is Unable to Maintain or Reduce Costs to Provide Such Services.
As reverse retransmission consent fee payments required to be paid to the networks escalate, GMG potentially could retain smaller shares of revenues generated by its retransmission consent agreements. The reverse retransmission consent fee obligations are sometimes structured as annual flat fees.
As reverse retransmission consent fee payments required to be paid to the networks escalate, GMG potentially could retain smaller shares of revenues generated by its retransmission consent agreements. Network affiliation fee obligations are sometimes structured as annual flat fees.
Such laws and regulations affect operations and require compliance with various environmental registrations, licenses, permits, inspections and other approvals. In the U.K., the Company will be subject to new registration requirements under the U.K. Building Safety Act in 2022 with respect to its dormitories as well as compliance with existing U.K. and local legislation regarding licensing occupancy of such dormitories.
Such laws and regulations affect operations and require compliance with various environmental registrations, licenses, permits, inspections and other approvals. In the U.K., the Company is subject to new registration requirements under the U.K. Building Safety Act in 2022 with respect to its dormitories as well as compliance with existing U.K. and local legislation regarding licensing occupancy of such dormitories.
The concentration of the Company’s restaurants in the Washington, D.C. region subjects it to adverse economic conditions and trends in the region that are out of the Company’s control. For example, increases in the level of unemployment, a temporary government shutdown or a decrease in tourism would decrease customers’ disposable income available for discretionary spending.
The concentration of the Company’s restaurants in the Washington, D.C. region subjects it to adverse economic conditions and trends in the region that are out of the Company’s control. For example, increases in the level of unemployment, a temporary government shutdown, reductions to the federal workforce or a decrease in tourism would decrease customers’ disposable income available for discretionary spending.
As a result, the Company or its service providers could experience errors, interruptions, delays or cessations of service in key portions of the Company’s information technology infrastructure, which could significantly disrupt its operations, including manufacturing production delays, and be costly, time-consuming and resource-intensive to remedy.
As a result, the Company and its service providers have in the past and could in the future experience errors, interruptions, delays or cessations of service in key portions of the Company’s information technology infrastructure, which could significantly disrupt its operations, including manufacturing production delays, and be costly, time-consuming and resource-intensive to remedy.
Agencies at both local and national levels in other countries may also impose similar requirements on Kaplan International’s operations outside the U.S. A substantial portion of KI’s revenue comes from programs that prepare international students to study and travel in English-speaking countries. In 2024, university preparation programs were principally delivered in Australia, New Zealand, Singapore and the U.K.
Agencies at both local and national levels in other countries may also impose similar requirements on KI’s operations outside the U.S. A substantial portion of KI’s revenue comes from programs that prepare international students to study and travel in English-speaking countries. In 2025, university preparation programs were principally delivered in Australia, New Zealand, Singapore and the U.K.
The passage of any additional laws could result in further uncertainty and cause the Company to incur additional costs and expenses in order to comply. Compliance with the GDPR, the CCPA, the CPRA and other applicable international and U.S. privacy laws can be costly and time-consuming.
The passage of any additional laws, or modification of existing laws could result in further uncertainty and cause the Company to incur additional costs and expenses in order to comply. Compliance with the GDPR, the CCPA, the CPRA and other applicable international and U.S. privacy laws can be costly and time-consuming.
Under the ED’s incentive compensation rule, an institution participating in Title IV programs may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid.
An institution participating in Title IV programs may not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV funds if such payment is based directly or indirectly on success in securing enrollments or financial aid.
As the national networks have launched and continue to market and invest in their direct-to-consumer platforms, an increasing amount of network programming, including valuable sports programming, that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services such as Paramount+ (CBS) and Peacock (NBC), either exclusively or simultaneously with its over-the-air broadcast.
As the national networks have launched and continue to market and invest in their direct-to-consumer platforms, an increasing amount of network programming, including valuable sports programming, that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services such as Paramount+ (CBS), ESPN Unlimited (ABC), Fox One (Fox), and Peacock (NBC), either exclusively or simultaneously with its over-the-air broadcast.
If Purdue Global or another KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure, or if Purdue Global or another KNA client institution is subject to fines, repayment obligations or other adverse actions owing to its or Kaplan’s noncompliance with Title IV regulations, accreditor or state agency requirements, or other state or federal laws, Kaplan’s financial results of operations could be adversely affected.
If Purdue Global or another KNA client institution loses or has limits placed on its Title IV eligibility, accreditation or state licensure, or if Purdue Global or another KNA client institution is subject to fines, repayment obligations or other adverse actions, accreditor or state agency requirements, or other state or federal laws, Kaplan’s financial results of operations could be adversely affected.
The home health and hospice industries are subject to extensive federal, state and local laws, with regulations affecting a wide range of matters, including licensure and certification, quality of services, qualifications of personnel, confidentiality and security of medical records, relationships with physicians and other referral sources, operating policies and procedures, and billing and coding practices.
Home health and hospice and home infusion therapies are subject to extensive federal, state and local laws, with regulations affecting a wide range of matters, including licensure and certification, quality of services, qualifications of personnel, confidentiality and security of medical records, relationships with physicians and other referral sources, operating policies and procedures, and billing and coding practices.
Overall, there is a trend of tightening of student immigration regulations and access to student visas worldwide, including, most recently, an Australian Government international indicative student visa approval target for post-secondary education providers.
Overall, there continues to be a trend of tightening of student immigration regulations and access to student visas worldwide, including, most recently, an Australian Government international indicative student visa approval target for post-secondary education providers.
Medicare is the primary payor for the Company’s Healthcare business and rates are established through federal legislation. Additionally, non-Medicare rates are difficult to negotiate because such payors are under pressure to reduce their own costs.
Medicare is the primary payor for the healthcare group and rates are established through federal legislation. Additionally, non-Medicare rates are difficult to negotiate because such payors are under pressure to reduce their own costs.
The costs associated with these actions as well as potential negative outcome could materially adversely affect GHG’s results of operations. • Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid Could Have a Material Adverse Effect on the Company’s Healthcare Business. The Company’s Healthcare business derives revenue primarily from Medicare.
The costs associated with these actions as well as potential negative outcomes could materially adversely affect the healthcare group’s results of operations. • Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid Could Have a Material Adverse Effect on the Company’s Healthcare Business. The healthcare group derives revenue primarily from Medicare.
The emergence of new pandemics and consequential changes to travel and study arrangements in one or more countries could negatively affect Kaplan International and its operating results.
The emergence of new pandemics and consequential changes to travel and study arrangements in one or more countries could negatively affect KI and its operating results.
Negative perceptions regarding travel to the U.S., as well as the legal and regulatory environment’s susceptibility to change by the new administration, could have a negative impact on KI’s ability to recruit international students, which could materially adversely affect Kaplan’s U.S. Pathways business as well as the U.S.-based Kaplan Languages Group.
Negative perceptions regarding travel to the U.S., as well as 24 the legal and regulatory environment’s susceptibility to change by the new administration, could have a negative impact on KI’s ability to recruit international students, which could materially adversely affect Kaplan’s U.S. Pathways business as well as the U.S.-based KLG.
These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits. 37 Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited.
These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits. Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited. The Company has two classes of shares, Class A Common Stock and Class B Common Stock.
In addition, the July 2023 Regulations included new rules and changes to existing rules related to the ability of student borrowers to obtain discharges of their obligations to repay certain Title IV loans that were first disbursed on or after July 1, 2023; the BDTR adjudication process; recoupment of BDTR discharges from institutions; closed school loan discharges; disability loan discharges; public loan forgiveness; income-driven repayment plans; colleges and universities undergoing changes in ownership; and arbitration agreements.
The July 2023 regulations included new rules and changes to existing rules related to the ability of student borrowers to obtain discharges of their obligations to repay certain Title IV loans that were first disbursed on or after July 1, 2023; closed school loan discharges; disability loan discharges; public loan forgiveness; income-driven repayment plans; colleges and universities undergoing changes in ownership; and arbitration agreements.
At the same time, GMG’s network affiliation agreements typically require payments to the networks with which GMG stations are affiliated in the form of “reverse retransmission consent fees,” which require GMG to share a specified portion of its retransmission consent revenues with the respective networks.
At the same time, GMG’s network affiliation agreements typically require payments to the networks with which GMG stations are affiliated in the form of what is frequently referred to as “reverse retransmission consent fees,” which require GMG to share a specified portion of its retransmission consent revenues with the respective networks.
Although the Company and the third-party service providers seek to maintain their respective systems effectively and to 39 successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts may not be successful.
Although the Company and the third-party service providers seek to maintain their respective systems effectively and to successfully address the risk of compromise of the integrity, security and consistent operations of these systems, such efforts have not in the past and may not in the future be successful.
Any security breach or unauthorized access also could result in a misappropriation of the Company’s proprietary information or the proprietary information of the Company’s users, customers or partners, which could result in significant legal and financial exposure and damage to the Company’s reputation.
Any security breach or unauthorized access also has in the past and could in the future result in the compromise or misappropriation of the Company’s proprietary information or the proprietary information of the Company’s users, customers or partners, which could result in significant legal and financial exposure and damage to the Company’s reputation.
In addition, KNA’s client Title IV institutions’ payments to KNA (including payments under the TOSA with Purdue Global) must comply with revenue sharing guidance provided by the ED related to bundled services agreements.
In addition, KNA’s client Title IV institutions’ payments to KNA must comply with revenue sharing guidance provided by the ED related to bundled services agreements.
As a result, KNA is subject to applicable statutory provisions of Title IV and ED regulations that, among other things, require Kaplan to be jointly and severally liable with its Title IV participating client institution(s) to the ED for any violation by such client institution(s) of any Title IV statute or ED regulation or requirement.
As a result, KNA is subject to applicable statutory provisions of Title IV and ED regulations that, among other things, require Kaplan to be jointly and severally liable with Purdue Global to the ED for any violation by Purdue Global or KNA of any Title IV statute or ED regulation or requirement.
The Company’s systems and the third-party systems on which it relies have been subjected to, and will continue to be subject to, damage or interruption from a number of causes, including but not limited to power outages; computer and telecommunications failures; computer viruses; industry-wide software supply chain vulnerabilities and security breaches; cyberattacks, including phishing and other forms of social engineering such as deepfakes, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware and other actions or attempts to exploit vulnerabilities; catastrophic events such as fires, floods, earthquakes, tornadoes and hurricanes; infectious disease outbreaks (such as COVID-19); acts of war or terrorism; and design or usage errors by our employees, contractors or third-party service providers.
The Company’s systems and the third-party systems on which it relies have been subjected to, and will continue to be subject to, damage or interruption from a number of causes, including but not limited to power outages; computer 37 and telecommunications failures; computer viruses; industry-wide software supply chain vulnerabilities and security breaches; cyberattacks, including phishing and other forms of social engineering such as deepfakes, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware and other actions or attempts to exploit vulnerabilities; and design or usage errors by our employees, contractors or third-party service providers.
In any case, Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and responded to the prior claims with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit and support the denial of all such claims by the ED.
Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and responded to the prior claims with documentary and narrative evidence to refute the allegations, demonstrate their lack of merit and support the denial of all such claims by the ED. Kaplan will similarly respond to all future claims it receives.
The Company’s television broadcasting business operates in a highly regulated environment. Complying with applicable regulations has significantly increased, and may continue to increase, the costs, and has reduced the revenues, of the business.
The Company’s television broadcasting business operates in a highly regulated environment. The costs and burdens of complying with applicable regulations have significantly increased, and may continue to increase, GMG’s operating costs, and have reduced, and may continue to reduce, the revenues of GMG’s business.
Cardona settlement described below, the ED agreed to review any borrower defense applications submitted between June 23, 2022, and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students and Kaplan has begun to receive them.
Cardona settlement in November 2022 in the Northern District of California, the ED agreed to review any borrower defense applications submitted between June 23, 2022, and November 15, 2022 on an expedited basis. In January 2024, Kaplan was informed that the ED received applications during this time period regarding former Kaplan University and Purdue Global students.
In addition, any development that has the effect of making the terms on which Title IV financial assistance or other financial assistance funds are available to Purdue Global’s or other client institutions’ students materially less attractive could have a material adverse effect on Kaplan’s business and results of operations.
In addition, any development that has the effect of making the terms on which Title IV financial assistance or other financial assistance funds are available to Purdue Global’s or other client institutions’ students materially less attractive could have a material adverse effect on Kaplan’s business and results of operations. 29 The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation.
Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited. • Pandemics or Other Outbreaks of Disease. • Failure to Comply with Environmental and Health and Safety Laws. • Failure to Successfully Integrate Acquired Businesses. • Goodwill and Other Intangible Assets Impairment. • Changes in International Income Tax Laws. • Introduction of Additional Tariffs.
Region. Risks Related to the Company’s Stock Ownership and Operations • As a Controlled Company, the Rights of Class B Common Stockholders Are Limited. • Failure to Comply with Environmental and Health and Safety Laws. • Failure to Successfully Integrate Acquired Businesses. • Goodwill and Other Intangible Assets Impairment. • Introduction of Additional Tariffs.
KNA provides services to Purdue Global, including financial aid services, and as such, KNA is a “Third-Party Servicer” for Purdue Global as currently defined by the ED and in the Title IV regulations.
KNA provides services to Purdue Global, including financial aid services, and as such, KNA is a “Third Party Servicer” for Purdue Global pursuant to the Title IV regulations.
If the ED initiates a reimbursement action against Kaplan following approval of additional former students’ borrower defense to repayment applications, Kaplan may be subject to significant liability. 29 • Noncompliance with Regulations by KNA’s Client Institutions May Adversely Impact Kaplan’s Results of Operations.
As noted, if the claims are successful, the ED may seek reimbursement for the amount discharged from Kaplan. If the ED initiates a reimbursement action against Kaplan following approval of additional former students’ borrower defense to repayment applications, Kaplan may be subject to significant liability. • Noncompliance with Regulations by KNA’s Client Institutions May Adversely Impact Kaplan’s Results of Operations.
The Home Health Final Rule for 2024, published on November 1, 2023, introduced significant updates that will take effect in 2025, altering the risk profile for home health providers. These changes include a redefined set of quality measures, updated performance benchmarks, and adjustments to payment methodologies, potentially intensifying the financial and operational pressures on providers.
The Home Health Final Rule for 2024, published on November 1, 2023, introduced significant updates that took effect in 2025. Those updates altered the risk profile for home health providers by implementing changes which included a redefined set of quality measures, updated performance benchmarks, and adjustments to payment methodologies, intensifying the financial and operational pressures on providers.
KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED, the ED’s Office of the Inspector General, accrediting bodies and state and various other federal agencies.
KNA and its client institutions are subject to reviews, audits, investigations and other compliance reviews conducted by various regulatory agencies and auditors, including, among others, the ED and the ED’s Office of the Inspector General (in connection with KNA’s Third Party Servicer status with respect to Purdue Global), accrediting bodies and state and various other federal agencies.
RISK FACTORS The Company faces a number of risks and uncertainties in connection with its operations. Described below are the most material risks faced by the Company. These risks and uncertainties may not be the only ones faced by the Company. Additional risks and uncertainties not presently known, or currently deemed immaterial, may adversely affect the Company in the future.
Described below are the most material risks faced by the Company. These risks and uncertainties may not be the only ones faced by the Company. Additional risks and uncertainties not presently known, or currently deemed immaterial, may adversely affect the Company in the future.
Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property • System Disruptions and Security Threats to the Company’s Information Technology Infrastructure or Those of Third Parties. • Failure to Comply with Privacy Laws or Regulations. • Artificial Intelligence Concerns. • Potential Liability for Intellectual Property Infringement.
Risks Related to Cybersecurity, Privacy, Artificial Intelligence and Intellectual Property • System Disruptions and Security Threats to the Company’s Information Technology Infrastructure or Those of Third Parties. • Failure to Comply with Privacy Laws or Regulations. • Artificial Intelligence Concerns. • Potential Liability for Intellectual Property Infringement. 23 RISK FACTORS The Company faces a number of risks and uncertainties in connection with its operations.
The Company cannot predict how the market will evolve as the new broadcast television station technical standard, ATSC 3.0, is made available in a growing number of television markets across the country; today, ATSC 3.0 streams are available in more than 75 markets.
The Company cannot predict how the market will evolve as the new broadcast television station technical standard, ATSC 3.0, is made available in a growing number of television markets across the country; today, ATSC 3.0 streams are available in more than 80 markets. Competing stations that transition to ATSC 3.0 may increase competition for the Company’s stations.
Historically, competition among restaurant companies for qualified management and staff has been very high. The Company’s ability to recruit and retain managers and staff to operate the Company’s restaurants is critical to a customer’s dining experience. Failure to recruit and retain employees, low levels of unemployment or high turnover levels could negatively affect the Company’s restaurant business.
The Company’s ability to recruit and retain managers and staff to operate its restaurants is critical to a customer’s dining experience. Failure to recruit and retain employees, low levels of unemployment or high turnover levels could negatively affect the Company’s restaurant business.
Achieving the anticipated benefits is subject to a number of uncertainties, including whether the services can be provided in the manner and at the cost Kaplan anticipated and whether Purdue Global is able to realize anticipated student enrollment levels.
Achieving the anticipated benefits is subject to a number of uncertainties, including whether the services can be provided in the manner and at the cost Kaplan anticipated and whether Purdue Global is able to realize anticipated student enrollment levels. The TOSA (Kaplan’s service agreement with Purdue Global) acknowledges that the Purdue Global Board of Trustees controls the university.
Risks Related to the Company’s Manufacturing Businesses • Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand. • Potential Liability Claims. 23 Risks Related to the Company’s Healthcare Business • Extensive Regulation of the Healthcare Industry. • Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid. • Continued Nursing Staffing Shortages. • Negative Impact on Medicare Reimbursement from Value-based Purchasing Requirements. • Limited Ability to Control Rates Received for Services.
Risks Related to the Company’s Healthcare Business • Extensive Regulation of the Healthcare Industry. • Ongoing Market Consolidation. • Reviews and Audits by Government Agencies and Private Payors. • Federal and State Changes to Reimbursement and Other Aspects of Medicare and Medicaid. • Continued Nursing Staffing Shortages. • Negative Impact on Medicare Reimbursement from Value-based Purchasing and Decreased Medicare Payments. • Limited Ability to Control Rates Received for Services. • Reliance on Plasma Supply and Third Party Manufacturing. 22 Risks Related to the Company’s Manufacturing Businesses • Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand. • Potential Liability Claims.
KNA cannot predict how the ED or a federal court will interpret, revise or enforce all aspects of the incentive compensation rule or the bundled service revenue sharing guidance in the future or how they would be applied to the TOSA or any of KNA’s agreements by the ED or in any litigation.
KNA cannot predict how the ED or a federal court will interpret, revise or enforce all aspects of the incentive compensation rule or the bundled service revenue sharing guidance in the future.
The pace of transition to and consumer adoption of the ATSC 3.0 broadcasting standard may also be affected by the availability of ATSC 3.0-capable consumer devices.
As noted above, all of GMG’s stations have begun broadcasting ATSC 3.0 streams. The pace of transition to and consumer adoption of the ATSC 3.0 broadcasting standard may also be affected by the availability of ATSC 3.0-capable consumer devices.
Risks Related to the Company’s Other Businesses • Failure by Saatchi Art to Attract and Retain Artists and Customers and Convert Visitors to Customers. • Failure by Society6 to Attract and Retain Customers. • Failure by WGB to Attract Visitors and Drive Traffic to its Media Properties. • Failure to Recruit and Retain Employees in the Company’s Restaurants. • Food-Borne Illness Concerns and Damage to the Company’s Reputation. • Concentration of the Company’s Restaurants in the Washington, D.C.
Risks Related to the Company’s Other Businesses • Failure by Saatchi Art to Attract and Retain Artists and Customers and Convert Visitors to Customers. • Claims Related to Authenticity, Ownership or Intellectual Property Rights of Artwork Sold by Saatchi Art. • Failure by Society6 to Attract and Retain Customers. • Failure to Recruit and Retain Employees in the Company’s Restaurants. • Food-Borne Illness Concerns and Damage to the Company’s Reputation. • Concentration of the Company’s Restaurants in the Washington, D.C.
KNA is a third party providing bundled services to Title IV participating institutions, including recruiting and, in the case of Purdue Global, financial aid services.
KNA provides various services to Title IV participating institutions, including recruiting and, in the case of Purdue Global, financial aid services.
Since entering office in January 2025, the new U.S. presidential administration has issued executive orders and announced policy changes that may affect international student entry to, or ability to study in, the U.S., including increased visa vetting for individuals seeking to enter the U.S. and restrictions on conduct while in the U.S.
The new U.S. presidential administration has implemented policy changes that have affected international student entry to, or ability to study in, the U.S., including increased visa vetting for individuals seeking to enter the U.S. and restrictions on conduct while in the U.S.
These and other regulatory, policy or legal changes could include the imposition of outcome metrics on universities, a form of free community college, and changes to the financial aid system, including broad loan forgiveness.
Such regulatory changes as well as those described above could subject Purdue Global and other KNA client institutions to additional regulatory requirements. These and other regulatory, policy or legal changes could include the imposition of outcome metrics on universities, a form of free community college, and changes to the financial aid system, including broad loan forgiveness.
KNA’s client institutions are also required to arrange for an independent auditor to conduct an annual Title IV audit of their compliance with applicable ED requirements, including requirements related to services provided by KNA. On September 3, 2015, Kaplan sold substantially all of the assets of the former Kaplan Higher Education Campuses (KHE Campuses).
KNA’s client institutions are also required to arrange for an independent auditor to conduct an annual Title IV audit of their compliance with applicable ED requirements, including requirements related to services provided by KNA.
The new government has also increased employer’s national insurance contributions, a tax paid by U.K. employers to fund government benefits programs that increases the costs of employment for all U.K. businesses.
The resulting 20% effective increase in tuition, boarding and other costs materially impacted enrollment of new and existing students at MPW. The U.K. government has also increased employer’s national insurance contributions, a tax paid by U.K. employers to fund government benefits programs that increases the costs of employment for all U.K. businesses.
The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently, continue to grow in sophistication and volume, and may not be detected until after an incident has occurred. These techniques include using artificial intelligence, including generative AI to enhance their attacks, which may increase our cybersecurity risk.
The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently, continue to grow in sophistication and volume, and have not in the past and may not in the future be detected until after an incident has occurred.
If the Healthcare business is unable to streamline its processes and reduce costs, its business and consolidated financial condition, results of operations and cash flows could be materially adversely affected. 35 Risks Related to the Company’s Automotive Businesses • Termination or Non-renewal of a Dealership Agreement by an Automobile Manufacturer and Limitations on the Company’s Ability to Acquire Additional Dealerships Could Adversely Affect the Company’s Automotive Business and Results of Operations.
Risks Related to the Company’s Automotive Businesses • Termination or Non-renewal of a Dealership Agreement by an Automobile Manufacturer and Limitations on the Company’s Ability to Acquire Additional Dealerships Could Adversely Affect the Company’s Automotive Business and Results of Operations.
Following the departure of the U.K. from the European Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules. Kaplan continues to closely monitor this area. Following the U.K. general election in July 2024, the Labour party formed a new government.
Following the departure of the U.K. from the European Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules. Kaplan continues to closely monitor this area. The U.K. government ended the VAT exemption for private schools, effective January 1, 2025.
In 2021, Kaplan received claims and related information requests seeking discharge of approximately $35 million in loans, excluding interest, from former Kaplan University students. Kaplan believes it has defenses that would bar any student discharge or school liability including that the claims are barred by the applicable statute of limitations, unproven, incomplete and fail to meet regulatory filing requirements.
Kaplan believes it has defenses that would bar any student discharge or school liability including that the claims are barred by the applicable statute of limitations, unproven, incomplete and fail to meet regulatory filing requirements. As part of the Sweet v.

… 96 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−2 removed14 unchanged
Biggest changeThe annual report to the Audit Committee includes an overview of multiple topics, such as current cybersecurity threats; other cybersecurity risks, including operational, legal/regulatory, and reputational risks; a status summary of company-wide metrics relating to information security controls (e.g., controls addressing vulnerability and patch management, web and mobile application security, administrative access, incident response capability, compliance activities, disaster recovery, sensitive data inventory, and phishing prevention); and planned information security initiatives.
Biggest changeThe annual report to the Audit Committee includes an overview of multiple topics, such as current cybersecurity threats; other cybersecurity risks, including operational, legal/regulatory, and reputational risks; a status summary of company-wide metrics relating to information security controls (e.g., controls addressing vulnerability and patch management, web and mobile application security, administrative access, incident response capability, compliance activities, disaster recovery, sensitive data inventory, and phishing prevention); and planned information security initiatives. 40 At the Company’s corporate level, the Information Security and Privacy team monitors the prevention, detection and remediation of cybersecurity incidents and coordinates with the Company’s business units to assess information security posture and risk.
The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee which reports on its risk management activities, including risks arising from cybersecurity threats, to the full Board of Directors. The Company’s Vice President of Information Security and Privacy reports to the Audit Committee on an annual basis.
Governance The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee which reports on its risk management activities, including risks arising from cybersecurity threats, to the full Board of Directors. The Company’s Vice President of Information Security and Privacy reports to the Audit Committee on an annual basis.
For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, see Item 1A Risk Factors. Governance.
For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, see Item 1A Risk Factors.
Some employees receive additional in-depth training related to their individual job responsibilities. 42
Some employees receive additional in-depth training related to their individual job responsibilities.
The Company and its business units leverage several information security controls frameworks, standards and best practices with the International Organization for Standardizations (ISO) 27001 used as the overarching framework.
The Company and its business units leverage several information security controls frameworks, standards and best practices with the International Organization for Standardizations (ISO) 27001 used as the overarching framework. ISO 27001 establishes a multi-pronged information security standard for organizations to manage information security risks, build cyber resilience, and improve operations.
The Company and its business units use a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties that could adversely impact the Company.
Third-party service provider risk management is one of many components of the Company’s information security program. The Company and its business units use a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties that could adversely impact the Company.
Removed
ISO 27001 establishes a multi-pronged information security standard for organizations to manage information security risks, build cyber resilience, and improve operations. 41 Third-party service provider risk management is one of many components of the Company’s information security program.
Removed
At the Company’s corporate level, the Information Security and Privacy team monitors the prevention, detection and remediation of cybersecurity incidents and coordinates with the Company’s business units to assess information security posture and risk.

Item 2. Properties

Properties — owned and leased real estate

10 edited+0 added−1 removed0 unchanged
Biggest changeIn the healthcare segment, GHG leases 55 facilities for nursing and other office space across 15 states to support its home health, hospice, pharmacy infusion, physician practices and behavioral services and leases 12 facilities through its joint ventures with health systems and physician groups.
Biggest changeThe healthcare group leases 71 facilities to support their various business units. Of those 71 leases, 11 are through its home health and hospice joint ventures with health systems and physician groups. CSI owns one property used for pharmacy operations (Nash, TX) and the healthcare group owns a property used for administrative services (Lapeer, MI).
Kaplan also leases facilities used for offices, instruction and student dormitories in several countries, including the U.S., the U.K., Ireland, Germany, France, Switzerland, Spain, Singapore, Australia and India. In 2017, Kaplan International entered into a 135-year lease of land in Liverpool, U.K. on which it completed the construction of college and/or dormitory space that opened in January 2020.
Kaplan also leases facilities used for offices, instruction and student dormitories in several countries, including the U.S., Canada, the U.K., Ireland, Germany, France, Switzerland, Spain, Singapore, Australia and India. In 2017, Kaplan International entered into a 135-year lease of land in Liverpool, U.K., on which it completed the construction of college and/or dormitory space that opened in January 2020.
The Company considers its properties suitable for the conduct of its respective businesses and adequate for its current use. The Company believes that suitable additional or alternative space is available at commercially reasonable terms as leases expire or premises become unavailable.
The Company considers its properties suitable for the conduct of its respective businesses and adequate for its current use. The Company believes that suitable additional or alternative space is available at commercially 41 reasonable terms as leases expire or premises become unavailable.
However, it recognizes that replacements for student dormitory space leased by KI may be difficult to obtain due to high demand and alternative transmitter facilities could be costly and require a significant amount of time to construct.
However, it recognizes that replacements for student dormitory space leased by KI may be difficult to obtain due to high demand and alternative transmitter facilities for GMG could be costly and require a significant amount of time to construct.
In the television broadcasting segment, GMG owns all six of its studio facilities in Houston, TX, Detroit, MI, Orlando, FL, San Antonio, TX, Jacksonville, FL, and Roanoke, VA. GMG owns the tower facilities in its San Antonio, TX, Detroit, MI, and Roanoke, VA markets and jointly owns the transmitter facilities in Jacksonville, FL, Orlando, FL, and Houston, TX.
GMG owns all six of its studio facilities in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA. GMG owns the tower facilities in its San Antonio, TX; Detroit, MI; and Roanoke, VA, markets and jointly owns the transmitter facilities in Jacksonville, FL; Orlando, FL; and Houston, TX.
The businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in D.C., MD, VA, NY, NJ, IL, GA, MA, PA, CT, TX, TN and NC, and manufacturing facilities in KY and VA for Framebridge; restaurant facilities and office space in D.C., MD, and VA for Clyde’s; office space in NY and D.C. for Slate; office space in D.C. for Foreign Policy; office space in CO for Society6; office space in the U.K. and Australia for Saatchi Art; and event space in CA for WGB.
The businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in D.C., MD, VA, NY, NJ, IL, GA, MA, PA, CT, TX, TN, NC, LA and CA and manufacturing facilities in KY, VA, and NV for Framebridge; restaurant facilities and office space in D.C., MD, and VA for CRG; office space in NY and D.C. for Slate; office space in D.C. for Foreign Policy; office space and production facilities in CO for Society6; and office space in the U.K. and Australia for Saatchi Art.
Item 2. Properties. The Company leases space for its corporate offices in Arlington, V A. In the education segment, Kaplan owns a total of five properties, including four in the U.S. and one property in South Kensington, London, U.K. used for school and dormitory space.
Item 2. Properties. The Company leases space for its corporate offices in Arlington, V A. Kaplan owns a total of six properties, including four in the U.S. and one property in South Kensington, London, U.K., used for school and dormitory space, and another in Nice, France.
It leases 12 additional properties that serve as the sales and service departments for its Lexus of Rockville, Ourisman Jeep, Ford of Manassas, and Kia of Bethesda dealerships, along with a service facility for Roda.
It leases 15 additional properties that serve as the sales and service departments for its Ourisman Lexus of Rockville, Ourisman Ford of Manassas and Ourisman Kia of Bethesda dealerships, along with two service facilities for Roda.
In the automotive segment, Graham Automotive owns properties for its Honda of Tysons Corner dealership in VA, Toyota of Woodbridge dealership in VA, Chrysler-Dodge-Jeep-Ram of Woodbridge dealership in VA, and Toyota of Richmond dealership in VA.
The remaining office and manufacturing facilities are leased, including one manufacturing facility in Monterrey, Mexico. Graham Automotive owns properties for its Ourisman Honda of Tysons Corner dealership in VA, Toyota of Woodbridge dealership in VA, Ourisman Chrysler-Dodge-Jeep-Ram of Woodbridge dealership in VA, Ourisman Toyota of Richmond dealership in VA, and Ourisman Honda of Woodbridge dealership in VA.
GHG also owns two properties that are used for pharmacy infusion services (Nash, TX) and home health and hospice administrative services (Lapeer, MI). In the manufacturing segment, Hoover operates 10 properties in AR, CA, FL, GA, MI, PA, TX, VA, WA, and WV.
In the manufacturing segment, Hoover operates 11 properties in AR, CA, FL, GA (2), MI, PA, TX, VA, WA, and WV. Dekko owns 10 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns three properties in OH and IN, which are used for manufacturing, warehouse and office space.
Removed
Dekko owns 6 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns 3 properties in OH and IN, which are used for manufacturing, warehouse and office space. The remaining office and manufacturing facilities are leased, including one manufacturing facility in Monterrey, Mexico.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings. Information with respect to legal proceedings may be found in Note 18, “Contingencies and Other Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference.
Biggest changeItem 3. Legal Proceedings. Information with respect to legal proceedings may be found in Note 18, “Contingencies and Other Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−3 removed1 unchanged
Biggest changeFor purposes of this graph, it has been assumed that dividends were reinvested on the date paid in the case of the Company, and on a quarterly basis in the case of the S&P 500 Index and the custom peer group index of composite companies. 44 December 31 2019 2020 2021 2022 2023 2024 Graham Holdings Company 100.00 84.68 100.99 97.93 114.15 144.19 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Composite Peer Group 100.00 132.43 66.93 80.53 91.38 97.93 Item 6.
Biggest changeFor purposes of this graph, it has been assumed that dividends were reinvested on the date paid in the case of the Company, and on a quarterly basis in the case of the S&P 500 Index and the custom peer group index of composite companies.
The S&P 500 Index is comprised of 500 U.S. companies in the industrial, transportation, utilities and financial industries and is weighted by market capitalization. The custom peer group of composite companies includes Adtalem Global Education Inc., Chegg, Inc., The E.W.
The S&P 500 Index is comprised of 500 U.S. companies in the industrial, transportation, utilities and financial industries and is weighted by market capitalization. The custom peer group of composite companies includes Covista Inc.
At January 31, 2025, there were 27 holders of record of the Company’s Class A Common Stock and 309 holders of record of the Company’s Class B Common Stock.
At January 31, 2026, there were 28 holders of record of the Company’s Class A Common Stock and 291 holders of record of the Company’s Class B Common Stock.
Performance Graph The following graph is a comparison of the yearly percentage change in the Company’s cumulative total shareholder return with the cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) and a custom peer group index comprised of a composite group of education and television broadcasting companies.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers There was no share repurchase activity during the quarter ended December 31, 2025. 42 Performance Graph The following graph is a comparison of the yearly percentage change in the Company’s cumulative total shareholder return with the cumulative total return of the Standard & Poor’s 500 Stock Index (S&P 500 Index) and a custom peer group index comprised of a composite group of education and television broadcasting companies.
Scripps Company, Grand Canyon Education Inc., Nexstar Media Group Inc., Gray Media, Inc (formerly Gray Television Inc.), New Oriental Education & Technology Group Inc., Pearson plc and Tegna Inc. The graph reflects the investment of $100 on December 31, 2019, in the Company’s Class B Common Stock, the S&P 500 Index and the custom peer group index of composite companies.
The graph reflects the investment of $100 on December 31, 2020, in the Company’s Class B Common Stock, the S&P 500 Index and the custom peer group index of composite companies.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the quarter ended December 31, 2024, the Company purchased shares of its Class B Common Stock as set forth in the following table: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plan (2) Maximum Number of Shares That May Yet Be Purchased Under the Plan (2) 2024 October 1 - 31 18,223 $ 812.87 18,223 467,909 November 1 - 30 1,400 851.40 1,400 466,509 December 1 - 31 49 875.93 49 466,460 Total 19,672 $ 815.77 19,672 ____________ (1) Average price paid per share includes costs associated with repurchases, including commissions and excise taxes.
Added
(formerly Adtalem Global Education Inc.), Chegg, Inc., Grand Canyon Education Inc., Gray Media, Inc., New Oriental Education & Technology Group Inc., Nexstar Media Group Inc., Pearson plc, Tegna Inc., and The E.W. Scripps Company.
Removed
(2) On September 12, 2024, the Company’s Board of Directors authorized the Company to purchase, on the open market or otherwise, up to 500,000 shares of its Class B Common Stock. This authorization includes shares that remained under the previous authorization. There is no expiration date for this authorization.
Added
December 31 2020 2021 2022 2023 2024 2025 Graham Holdings Company 100.00 119.25 115.65 134.79 170.27 216.22 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 Composite Peer Group 100.00 50.54 60.81 69.00 73.95 73.22 Item 6. Reserved.
Removed
Share purchases made during the quarter ended December 31, 2024 occurred through open market transactions or to enable employees to obtain the funds necessary to satisfy taxes incurred in connection with the vesting of restricted stock awards. Some of these shares were purchased pursuant to a 10b5-1 trading plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. See the information contained under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which is included in this Annual Report on Form 10-K and listed in the index to financial information on page 52 hereof.
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. See the information contained under the heading “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” which is included in this Annual Report on Form 10-K and listed in the index to financial information on page 50 hereof.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed3 unchanged
Biggest changeIn 2024, 2023 and 2022, the Company reported a net foreign currency gain of $5.4 million and net foreign currency losses of $1.1 million and $2.0 million, respectively.
Biggest changeIn 2025, 2024 and 2023, the Company reported a net foreign currency loss of $10.1 million, a net foreign currency gain of $5.4 million and a net foreign currency loss of $1.1 million, respectively.
The Company is 45 subject to earnings and liquidity risks for changes in the interest rate on the unhedged portion of this debt. A 100 basis point increase in the applicable floating rates for the unhedged portions of our variable-rate debt would increase annual interest expense by approximately $4.1 million. Foreign Exchange Rate Risk.
The Company is subject to earnings and liquidity risks for changes in the interest rate on the unhedged portion of this debt. A 100 basis point increase in the applicable floating rates for the unhedged portions of our variable-rate debt would increase annual interest expense by approximately $4.3 million. Foreign Exchange Rate Risk.
If the values of the British pound, the Australian dollar, and the Singapore dollar relative to the U.S. dollar had been 10% lower than the values that prevailed during 2024, the Company’s pre-tax income for 2024 would have been approximately $33 million lower.
If the values of the British pound, the Australian dollar, and the Singapore dollar relative to the U.S. dollar had been 10% lower than the values that prevailed during 2025, the Company’s pre-tax income for 2025 would have been approximately $37 million lower.
The Company has common stock investments in several publicly traded companies (as discussed in Note 4 to the Company’s Consolidated Financial Statements) that are subject to market price volatility. The fair value of these common stock investments totaled $852.4 million at December 31, 2024. Interest Rate Risk.
The Company has common stock investments in several publicly traded companies (as discussed in Note 4 to the Company’s Consolidated Financial Statements) that are subject to market price volatility. The fair value of these common stock investments totaled $1,081.9 million at December 31, 2025. 43 Interest Rate Risk.
At December 31, 2024, the aggregate fair value of the Notes, based upon quoted market prices, was $398.9 million. There were no earnings or liquidity risks associated with the Company’s Notes. The fair value of the Notes varies with fluctuations in market interest rates.
At December 31, 2025, the aggregate fair value of the Notes, based upon quoted market prices, was $504.0 million. There were no earnings or liquidity risks associated with the Company’s Notes. The fair value of the Notes varies with fluctuations in market interest rates.
Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 2024 would have been approximately $33 million higher.
Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 2025 would have been approximately $37 million higher.
The Company also had approximately $16 million of other fixed-rate debt, primarily relating to the healthcare business. At December 31, 2024, the Company had approximately $483 million of variable-rate debt, including floor plan facility obligations. Approximately $70.9 million of this debt is hedged by an interest rate swap.
The Company also had approximately $9 million of other fixed-rate debt relating to the healthcare business. At December 31, 2025, the Company had approximately $498 million of variable-rate debt, including floor plan facility obligations. Approximately $67.1 million of this debt is hedged by an interest rate swap.
The Company manages the risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt. At December 31, 2024, the Company had $400 million principal amount of 5.75% unsecured fixed-rate notes due June 1, 2026 (the Notes).
The Company manages the risk associated with interest rate movements through the use of a combination of variable and fixed-rate debt. At December 31, 2025, the Company had $500 million principal amount of 5.625% unsecured fixed-rate notes due December 1, 2033 (the Notes).
A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $5.4 million at December 31, 2024 using a yield to maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $5.3 million at December 31, 2024, using a yield to maturity.
A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $33.1 million at December 31, 2025 using a yield to maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $30.7 million at December 31, 2025, using a yield to maturity.

Other GHC 10-K year-over-year comparisons