Acquisitions. On October 21, 2025, the Company’s automotive subsidiary acquired a Honda automotive dealership, including the real property for the dealership operations. In addition to a cash payment and the assumption of $4.9 million in floor plan payables, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition (see Note 7). The dealership is operated and managed by an entity affiliated with Christopher J. Ourisman, a member of the Ourisman Automotive Group family of dealerships. This acquisition expands the Company’s automotive business operations and will be included in automotive.

During 2025, the Company acquired two businesses: one in education and one in manufacturing for $19.9 million in cash and the assumption of $107.4 million in net pension obligations. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of acquisition.

In July 2025, Hoover acquired 100% of Arconic Architectural Products, LLC, a wholly-owned subsidiary of Arconic Corporation, which manufactures aluminum cladding products and operates within the broader non-residential materials space from its facility in Eastman, GA. A significant portion of the purchase price was funded by the Company’s assumption of certain pension obligations. The acquisition expands Hoover’s product offerings and is included in manufacturing.

During 2024, the Company acquired two small businesses. In January 2024, the Company acquired one small business which is included in other businesses. In May 2024, Kaplan acquired one small business which is included in its international division.

Acquisition-related costs for acquisitions that closed during the first nine months of 2025 were $2.0 million and were expensed as incurred. The aggregate purchase price of the 2025 acquisitions was allocated as follows, based on the acquisition date fair values to the following assets and liabilities:


	Purchase Price Allocation
	Nine Months Ended
(in thousands)	September 30, 2025
Accounts receivable	$	11,641
Inventory	26,004
Property, plant and equipment	14,014
Lease right-of-use assets	2,540
Goodwill	42,777

Amortized intangible assets	41,300
Deferred income taxes	9,716
Other assets	202
Pension liabilities	(107,365)
Other liabilities	(18,423)
Current and noncurrent lease liabilities	(2,540)



Aggregate purchase price, net of cash acquired	$	19,866

The 2025 fair values recorded were based upon preliminary valuations and the estimates and assumptions in such valuations are subject to change within the measurement period (up to one year from the acquisition date). The recording of the amounts of residual goodwill, other intangibles and pension liabilities are not yet finalized. Goodwill

is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded due to these acquisitions is attributable to the assembled workforce of the acquired companies and expected synergies. The Company expects to deduct $1.3 million of goodwill for income tax purposes for the acquisitions completed in 2025.

The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The Company’s Condensed Consolidated Statement of Operations for the three months ended September 30, 2025 includes aggregate revenues and operating losses for the companies acquired in 2025 of $25.7 million and $1.2 million, respectively. The Company’s Condensed Consolidated Statement of Operations includes aggregate revenues and operating losses of $25.7 million and $1.3 million, respectively, for the nine months ended September 30, 2025. The following unaudited pro forma financial information includes the 2025 acquisitions as if they occurred at the beginning of 2024:


	Three Months Ended September 30				Nine Months Ended September 30
(in thousands)	2025		2024		2025		2024
Operating revenues	$	1,282,805	$	1,231,970	$	3,714,292	$	3,619,085
Net income	129,195		75,236		197,452		180,257

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable, and include the historical results of operations of the acquired companies and adjustments for depreciation and amortization of identified assets and the effect of pre-acquisition transaction related expenses incurred by the Company and the acquired entities. The pro forma information does not include efficiencies, cost reductions and synergies expected to result from the acquisitions. They are not the results that would have been realized had these entities been part of the Company during the periods presented and are not necessarily indicative of the Company’s consolidated results of operations in future periods.

Disposition of Businesses. The Company recently decided to cease operations of the Ourisman Jeep of Bethesda dealership, which was closed in early September 2025.

In the first half of 2025, World of Good Brands (WGB) completed the sale of various websites and related businesses that made up the WGB operations, which were included in other businesses. All remaining WGB operations were substantially shut down by the end of the third quarter of 2025.

In June and September 2024, WGB completed the sales of small businesses. In July 2024, Kaplan completed the sale of a small business, Red Marker, which was included in Kaplan International.

Other Transactions. In July 2025, CSI Pharmacy Holding Company, LLC (CSI) exercised its call option to purchase some of the minority-owned interest of CSI for $1.8 million.

On February 25, 2025, the Company and a group of minority shareholders entered into an agreement to settle a significant portion of the mandatorily redeemable noncontrolling interest related to GHC One LLC (GHC One), including CSI, for a total of $205 million, which consisted of approximately $186.25 million in cash and $18.75 million in Graham Holdings Company Class B common stock.

The settlement agreement resulted in a $66.2 million increase to the mandatorily redeemable noncontrolling interest obligation, which the Company recorded as interest expense in the first quarter of 2025. The remaining mandatorily redeemable noncontrolling interest obligation related to GHC One and GHC Two LLC (GHC Two) was $22.2 million at September 30, 2025, with $8.7 million included in current liabilities due to the expected dissolution of GHC One by March 31, 2026.

In December 2024, the Company acquired some of the minority-owned shares of CSI for a total estimated amount of $2.0 million. The Company paid cash of $0.6 million and entered into a promissory note with the minority owner for the remaining $1.4 million at an interest rate of 5.5% per annum. The note is included in other indebtedness (see Note 7) and is due and payable on January 31, 2026. Following the redemption, the Company owns 87.5% of CSI.

As of September 30, 2025, the Company holds a controlling financial interest in GHC One and GHC Two and therefore includes the assets, liabilities, results of operations and cash flows in its consolidated financial statements. GHC One acquired Clarus during 2019. GHC Two acquired Impact Medical during 2021 and Skin Clique and Surpass in 2022. The Company accounts for the minority ownership of the group of senior managers in GHC One and GHC Two as a mandatorily redeemable noncontrolling interest (see Note 8).