Graham Holdings CO 8-K Filing

Ticker: GHC · Form: 8-K · Filed: Nov 12, 2025 · CIK: 104889

Sentiment: neutral

Filing Stats: 902 words · 4 min read · ~3 pages · Grade level 13.9 · Accepted 2025-11-12 07:45:55

Key Financial Figures

Filing Documents

01 Other Events

Item 8.01 Other Events. On November 12, 2025, Graham Holdings Company (the Company) commenced a private offering of $500 million aggregate principal amount of senior unsecured notes due 2033 (the Notes), subject to market and other conditions. The Notes will be guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company's existing and future domestic subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Substantially concurrently with the offering of Notes, the Company intends to amend and restate its revolving credit facility, increasing the total commitments by lenders under such facility to $400 million. The offering of Notes is not conditioned on the closing of the amended revolving credit facility, though the closing of such amendment is conditioned on the closing of the offering of Notes. If the offering of Notes is consummated, the Company intends to use the net proceeds from the offering of Notes, together with the borrowings under the amended revolving credit facility, to (i) redeem all of the outstanding 5.750% notes due 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, (iii) repay all amounts outstanding under the Company's existing $150 million term loan facility and (iv) pay related fees and expenses. The Notes and related guarantees will be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to persons outside of the United States under Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The information in this Form 8-K does not constitute an offer to sell or a so

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 99.1 Press release dated November 12, 2025. 2 Exhibit Index Exhibit 99.1 Press Release dated Nove mber 12 , 2025. Exhibit 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. 3 Cautionary Statement Concerning Forward-Looking Statements This communication and the documents incorporated by reference herein may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on expectations, forecasts, and assumptions by the Company's management and involve a number of risks, uncertainties, and other factors that could cause actual results to differ from those stated, including, without limitation, the risks and uncertainties described in Item 1A of the Company's Form 10-Q for the quarter ended September 30, 2025 and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Accordingly, undue reliance should not be placed on any forward-looking statement made by or on behalf of the Company. The Company assumes no obligation to update any forward-looking statement after the date on which such statement is made, even if new information subsequently becomes available. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Graham Holdings Company (Registrant) Date: November 12, 2025 /s/ Wallace R. Cooney Wallace R. Cooney, Chief Financial Officer (Principal Financial Officer) 5

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing