Graham Holdings Co. Files 8-K: Material Agreement & Financial Obligation

TL;DR

Graham Holdings Co. signed a big deal and took on new debt/obligation. Details TBD.

AI Summary

Graham Holdings Co. entered into a material definitive agreement on November 24, 2025. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Specific details of the agreement and the financial obligation are not provided in this excerpt.

Why It Matters

This filing signals a significant new contractual commitment or financial arrangement for Graham Holdings Co., which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a financial obligation, which inherently carry risks that are not yet fully disclosed.

Key Players & Entities

• Graham Holdings Co (company) — Registrant
• November 24, 2025 (date) — Date of Report
• 1812 North Moore Street, Suite 2100, Arlington, Virginia 22209 (address) — Principal Executive Offices
• 703-345-6300 (phone_number) — Registrant's telephone number
• WASHINGTON POST CO (company) — Former Company Name

FAQ

Key Financial Figures

• $1.00 — stered Class B Common Stock, par value $1.00 per share GHC New York Stock Exchange
• $400 million — atement Agreement) providing for a U.S. $400 million five year revolving credit facility (th
• $20.0 million — tter of credit sublimit thereunder from $20.0 million to $40.0 million and (iii) increase or
• $40.0 million — blimit thereunder from $20.0 million to $40.0 million and (iii) increase or modify certain ot
• $500 million — pany completed the issuance and sale of $500 million aggregate principal amount of senior un
• $150 million — utstanding under the Company's existing $150 million term loan facility and (iv) pay related
• $2,000 — l be issued in minimum denominations of $2,000 and integral multiples of $1,000 in exc
• $1,000 — ons of $2,000 and integral multiples of $1,000 in excess thereof. The Company may rede
• $500,000,000 — issuance by Graham Holdings Company of $500,000,000 aggregate principal amount of 5.625% Se

Filing Documents

• ghc-20251124.htm (8-K) — 50KB
• a2025-11x24form8xkexhibit41.htm (EX-4.1) — 658KB
• a2025-11x24form8xkex101.htm (EX-10.1) — 1082KB
• 0001628280-25-053825.txt ( ) — 2200KB
• ghc-20251124.xsd (EX-101.SCH) — 2KB
• ghc-20251124_lab.xml (EX-101.LAB) — 21KB
• ghc-20251124_pre.xml (EX-101.PRE) — 12KB
• ghc-20251124_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement On November 24, 2025, Graham Holdings Company (the Company), a Delaware corporation, entered into an Amendment and Restatement Agreement (the Amendment and Restatement Agreement) providing for a U.S. $400 million five year revolving credit facility (the New Revolving Credit Facility) with certain of the Company's foreign subsidiaries from time to time party thereto as foreign borrowers, certain of the Company's domestic subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, the issuing lenders from time to time party thereto and Wells Fargo Bank, National Association (Wells Fargo), as administrative agent, which amended and restated the Company's Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, by and among the Company, the foreign borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo, as administrative agent (as amended or otherwise modified prior to November 24, 2025, the Existing Credit Agreement; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the Amended and Restated Credit Agreement). The Amendment and Restatement Agreement amends the Existing Credit Agreement to (i) replace the revolving commitments under the existing revolving credit facility (the Existing Revolving Credit Facility) with the New Revolving Credit Facility, (ii) increase the letter of credit sublimit thereunder from $20.0 million to $40.0 million and (iii) increase or modify certain other baskets and thresholds in the Existing Credit Agreement. Under the Amended and Restated Credit Agreement, the Company is required to pay a commitment fee on a quarterly basis, based on the Company's leverage ratio, of between 0.15% and 0.30% of the amount of the average daily unused portion of the New Revolving Credit Facility. Any borrowings under the Amended an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 4.1 Indenture, dated as of November 24, 2025, relating to the issuance by Graham Holdings Company of $500,000,000 aggregate principal amount of 5.625% Senior Notes due 2033. Exhibit 4.2 Form of 5.625% Senior Notes due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.1). Exhibit 10.1 Amendment and Restatement Agreement, dated as of November 24, 2025, among Graham Holdings Company, certain of the Company's foreign subsidiaries from time to time party thereto as foreign borrowers, certain of the Company's domestic subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, the issuing lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. 3 Exhibit Index Exhibit 4.1 Indenture, dated as of November 24, 2025, relating to the issuance by Graham Holdings Company of $500,000,000 aggregate principal amount of 5.625% Senior Notes due 2033. Exhibit 4.2 Form of 5.625% Senior Notes due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.1). Exhibit 10.1 Amendment and Restatement Agreement, dated as of November 24, 2025, among Graham Holdings Company, certain of the Company's foreign subsidiaries from time to time party thereto as foreign borrowers, certain of the Company's domestic subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, the issuing lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. Exhibit 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. 4 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

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View this 8-K filing on SEC EDGAR