Financial information concerning the principal segments of the Company’s business for the past three fiscal years is contained in Note 19 to the Company’s Consolidated Financial Statements appearing elsewhere in this Annual Report on Form 10-K. Revenues for each segment are shown in Note 19 gross of intersegment sales. Consolidated revenues are reported net of intersegment sales, which did not exceed 0.1% of consolidated operating revenues.

The Company’s operations in geographic areas outside the U.S. consist primarily of Kaplan’s non-U.S. operations. During each of the fiscal years 2021, 20202023, 2022 and 2019,2021, these operations accounted for approximately 22%21%, 22%20% and 24%22%, respectively, of the Company’s consolidated revenues, and the identifiable assets attributable to non-U.S. operations represented approximately 19%20% and 21% of the Company’s consolidated assets at December 31, 20212023 and 2020,2022, respectively.

Kaplan a subsidiary of the Company, provides an extensive range of education and related services worldwide for students, universities and professionals. In 2021,businesses. Kaplan servedproducts and services reach learners directly or through Kaplan’s many relationships. These relationships include approximately 700,000 students and professionals worldwide and had associations with approximately 12,30015,000 companies and commercial relationships with approximately 4,0003,300 universities, colleges, schools and school districts, acrosswhich, along with individual students and professionals, pay for Kaplan’s products and services. In 2023, Kaplan was the globe. provider for the educational needs of approximately 1.2 million 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 2023, Kaplan’s reach also included sales of 1.8 million units of book/study aid products to individuals, businesses, schools, colleges and universities.

Kaplan conducts its operationsbusiness through threetwo operating segments: Kaplan International (KI), and Kaplan North America Higher Education, Kaplan North America Supplemental Education and Kaplan International. As more fully described below, Kaplan consolidated its former Kaplan Higher Education, Kaplan Test Preparation and Kaplan Professional segments into one(KNA). KNA conducts business Kaplan North America, operating through two operating segments, Higher Education and Supplemental Education. In addition, the results of the Kaplan Corporate segment includeconsist of results of Kaplan’s investment activities in education technology companies. The following table presents revenues for each of Kaplan’s segments:

Kaplan International (KI)KI operates businesses in Europe and the Middle East, North America and the Asia Pacific region, each of which is discussed below.

The Kaplan UK business in Europe, through Kaplan Financial Limited, is a provider of apprenticeship training and test preparation services for accounting and financial services professionals, including those studying for ACCA, CIMA and ICAEW qualifications. Headquartered in London, England, Kaplan UK has 14 training centers located throughout the U.K. In 2021,2023, Kaplan UK provided courses to over 47,00048,000 students in accountancy and financial

services. In addition,2018, the Solicitors Regulation Authority (SRA) awarded Kaplan UK has beenthe contract to become the sole authorized assessment provider for the Solicitors Regulation Authority ofQualifying Examination (SQE) for all candidates seeking to become a solicitor in England and Wales. The first SQE assessments undertook place in 2021. The former Qualified Lawyers Transfer Scheme (QLTS) exam for candidates seeking to become solicitors of England and Wales who are already qualified lawyers in certain recognized jurisdictions. In 2021 Kaplan UK became the sole authorized assessment provider for the Solicitors Qualifying Examination forjurisdictions has now been discontinued as all candidates seekingare required to become a solicitor in England and Wales. Kaplan UK is headquartered in London, England, and has 19 training centers located throughouttake the U.K.SQE.

The KI Pathways business offers academic preparation programs especially designed for international students who wish to study for degrees fromat universities in English-speaking countries. KI Pathways also recruits international students for enrollment in certain U.S., U.K. and Canadian university partner programs. In 2021,2023, university preparation programs were delivered in Australia, Japan, Myanmar, Singapore, the U.K. and the U.K.U.S.

The Kaplan Languages Group business provides English-language training, academic preparation programs and test preparation for English proficiency exams, principally for students wishing to study and travel in English-speaking countries. As of December 31, 2021,2023, the Kaplan Languages Group operated 1920 English-language schools, with 1213 located in the U.K., Ireland and Canada and seven located in the U.S. In 2021,2023, the Kaplan Languages Group served approximately 10,30028,000 students for in-class and online English-language instruction. Through the Alpadia language schools located in France, Germany and Switzerland, Kaplan Languages Group also offers French and German language training to adolescents (from 16+) and adults, French and German language training.adults. Alpadia also operates language camps for juniors (from 8+) and teens during the fall, spring and summer seasons in the U.K., France, Germany and Switzerland. As of December 31, 2023, the Alpadia language schools served approximately 8,200 students.

Mander Portman Woodward (MPW) is a U.K. independent sixth-form college that prepares domestic and international students for the A-level examinations that are requiredU.K. universities require for admission to U.K. universities.admission. MPW operatescomprises three fifth- and sixth-form colleges in London, Cambridge and Birmingham.

KI also operates Dublin Business School in Ireland, a higher education institution, and Kaplan Open Learning in the U.K., an online learning institution.institution working in partnership with the University of Essex and the University of Liverpool. At the end of 2021,2023, these institutions enrolled an aggregate of approximately 10,40011,500 students.

In 2021,2023, Kaplan Professional Middle East, a financial training business operating in Dubai,the United Arab Emirates and Saudi Arabia, taught approximately 3,9004,700 students.

Each Student Route license holder is required to have passed the annual Basic Compliance Assessment (BCA) and hold Educational Oversight accreditation, which requires a current and satisfactory full risk assessment, audit or review by the appropriate governing academic standards body. Student Route license holders are also required to pass the annual Basic Compliance Assessment (BCA). For the tenthtwelfth consecutive year, all KI institutions have retained Educational Oversight accreditation, with high grades across colleges, and all Student Route annual BCA renewals have been approved with high scores in the core measurable requirements. Kaplan Languages Group has oneStudents at English language schools generally choose to enter the U.K. English-language school listed on the Kaplana Visitor or Short Term Student master license.visa. The MPW schools each hold current Student Route and Child Student Route (applicable to students aged 4-17) licenses and have performed well consistently, with good records in their Office for Standards in Education, Children’s Services and Skills (OFSTED) and Independent Schools Inspectorate (ISI) Educational Oversight inspections.inspections by their applicable oversight bodies.

The Higher Education and Research Act 2017 (HERA) significantly reformed the regulation of the higher education sector in the U.K., including the formation ofcreated a new regulator for higher education in England, the Office for Students (OfS). Students enrolled at Pathways institutions registered with the OfS are, subject to the institution meeting certain compliance requirements, given many of the same student privileges as students of universities in the U.K. All of KI’s other higher education businesses in the U.K., excluding Glasgow International College and University of York International Pathway College, retained registration with the OfS in 20212023 to ensure that they could continue operating and retain their Student Route sponsor licenses and/or continue to accept students funded by U.K. student loans. Glasgow International College, which is located in Scotland, is not regulated by the OfS and remains overseen by the Quality Assurance Agency for Higher Education (QAA). The University of York International

Kaplan Singapore’s Higher Education business provides students with the opportunity to earn bachelor’s and postgraduate degrees in various fields on either a part-time or full-time basis. Kaplan Singapore’s students receive degrees from affiliated educational institutions in Australia, Ireland and the U.K. In addition, this division offers pre-university and diploma programs.

Kaplan Singapore’s KHEA-Genesis (Financial)Kaplan Financial business provides preparatory courses for professional qualifications in accountancy and finance, such as the Association of Chartered Certified Accountants (ACCA) and Chartered Financial Analyst (CFA). Kaplan Singapore’s Professional business, through Kaplan Learning Institute, an authorized SkillsFuture Singapore (SSG) Approved Training Organization (ATO), provided professionals with various skills training through workforce skills qualifications (WSQ) courses. Kaplan Learning Institute ceased offering such courses and voluntarily deregistered Kaplan Learning Institute as a private education institution on March 9, 2020, following a notice in June 2019 from SSG suspending Kaplan Singapore Professional’s WSQ ATO status and revoking accreditation and funding for all WSQ courses effective July 1, 2019. These actions have adversely affected and will continue to adversely affect Kaplan Singapore’s revenues and operating results.

In June 2021, the Committee for Private Education (CPE) in Singapore instructed Kaplan Singapore to cease new enrollments for three marketing diploma programs on bothin a full and part-time basis due to noncompliance with minimum entry level requirements for admission and to teach out existing students in these programs. On August 23, 2021, the CPE issued the same instructions with respect to the Kaplan Foundation diploma and four information technology diploma programs on both a full and part-time basis. In November 2021, the CPE issued the same instructions with respect to a further 23 full-time or part-timenumber of diploma programs. Post regulatory action,In 2022, Kaplan Singapore is currently still able to offer 449 programs that are registered with the CPE, out of which there are 16 diplomas, 361 bachelors and the balance of which are certificate and postgraduate courses. Kaplan Singapore will

Kaplan Australia’s English-language business, which operates across five locations in Australia and one location in New Zealand, taught approximately 300 students in 2021. In July 2021, after the last student completed their course, the New Zealand English language business suspended its operations indefinitely. During 2021, due to the ongoing border closure, the Australian English businesses faced significant falls in student numbers leading to a consolidation of the four schools into one, with just the Sydney school offering online classes to a small number of remaining students. The Kaplan Australia Pathways business is also part of KI Pathways. In 2021,2023, it consisted of Murdoch Institute of Technology,College, the University of Newcastle College of International Education and the University of Adelaide College, and offered face-to-face pathways and foundational education in 2021 to approximately 1,0001,600 students wishing to enter Murdoch University, the University of Newcastle and the University of Adelaide. The contract with Murdoch University to run the Murdoch Institute of Technology expired in June 2021. In January 2021, Kaplan Australiaassociated universities. New programs were launched during 2023 at the University of Newcastle College of International Education, as part of a seven-year collaboration with the University of Newcastle. In March 2021, the University of AdelaideEducation. Murdoch College commenced delivery of teaching. In October 2021, English foundation studies and Murdoch University preparation courses in February 2023, and diploma programs in business and IT were approved by Australia’s national regulator, Tertiary Education Quality and Standards Agency (TEQSA), and will begin in early 2024. Offering other planned programs is dependent on regulatory approval. Kaplan Australia ceased to offer any standalone English language courses in 2023 as planned.

Kaplan International New Zealand obtained approval to establishoperates a new pathways college in Aukland in partnership with Massey University, College, which is scheduled to begin diploma and graduate diploma courses in July and October 2022, respectively.known as Massey University College. Kaplan Australia also owns Red Marker Pty Ltd., a machine learning and artificial intelligence-based provider of legal risk detection for digital, advertising and marketing content. Red Marker supports a wide variety of industries, including financial services, telecoms, automotive, pharmaceutical, food and beverage, media and government bodies. Red Marker’s Artemis product detects potentially noncompliant content as it is being created, helping advisers and licensees to identify and remediate compliance risks.

Kaplan Hong Kong’s Financial division delivers preparatory courses to approximately 8,9005,650 students and business executives wishing to earn professional qualifications in accountancy, financial markets designations and other professional fields.

Kaplan Hong Kong’s Language Training division offers test preparation for both overseas study and college applications, including TOEFL, IELTS, SAT and GMAT, to approximately 500160 students.

Kaplan Hong Kong’s Higher Education division offers both full-timepart-time and part-timefull-time programs to approximately 1,200local students studying for degreesin Hong Kong and international students from leading Western universities. StudentsEurope; providing students with the opportunity to earn doctorate, master’sdiplomas, bachelor’s and bachelor’spostgraduate degrees in Hong Kong. Kaplan also offers a proprietary pre-college diploma program throughvarious fields from affiliated educational institutions in Australia, the Kaplan BusinessU.K. and Accountancy School.Germany.

In 2014, Kaplan Holdings Limited (Hong Kong) signed a joint venture agreement with CITIC Press Corporation. Under the terms of the agreement, the parties incorporated a joint venture company, Kaplan CITIC Education Co. Limited, 49% of which is owned by Kaplan Holdings Limited. The joint venture company is carrying out the publishing and distribution of Kaplan Financial training products in the People’s Republic of China.

Each of Kaplan’s international businesses is subject to unique and often complex regulatory environments in the countries in which they operate, and the degree of consistency in the application and interpretation of such regulations can vary significantly in certain jurisdictions.

As previously discussed, in 2020 Kaplan combined its segments into one business named Kaplan North America (KNA),KNA is comprised of two segments, Kaplan North America Higher Education (comprising primarily former Kaplan Higher Education (KHE) products and services) and Kaplan North America Supplemental Education (comprising primarily former Kaplan Test Preparation (KTP) and former Kaplan Professional (KP) products and services).Education.

The support functions provided to Purdue Global are provided under a Transition and international student recruiting services.

To the extent that there is sufficient revenue, to pay the Purdue Efficiency Payment, Purdue Global will beis reimbursed for its operatingacademic costs (subject to a cap) and will beis paid theany Purdue Efficiency Payment and Purdue Priority Payment.Payment, if due. To the extent that there is remaining revenue, KNA willis then be reimbursed for its operating costs (subject to a cap) of providing the support activities.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). The TOSA, as amended, reflects the parties’ intent that, subject to available cash (calculated as cash balance minus cash deficiencies, if any, projected for the next six-month period based on applicable budget), KNA is entitled to receive a feepayment equal to 12.5% (increasing(increased to 13% frombeginning on June 30, 2023 and through June 30, 2027) of Purdue Global’s revenue, which served as the deferred purchase price for the transfer of KUKaplan University to Purdue Global (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 Contributor Service Fee is deducted from any amounts owed to KNA for the Deferred Purchase Price. Together these payments are known as “Contributor Compensation.” In each case, the Contributor Compensation remains subject to available cash and thecertain limitations of payment carryon unpaid amounts carrying over from year to year.

After the first five years of the TOSA, KNA and Purdue Global will be entitled to paymentsIn addition, beginning in a manner consistent with the structure described above, except that (i) Purdue Global will no longer be entitled to the Purdue Priority Payment and (ii)2023, to the extent that there are sufficient revenues after payment of the KNA Efficiency Payment (if any), Purdue Global will beis entitled to an annual payment equal to 10% of the remaining revenue after the KNA Efficiency Payment (if any) is paid, subject to certain other adjustments.

The TOSA has a 30-year initial term, which will automatically renew for five-year periods unless terminated. After the sixth year, Purdue Global has the right to terminate the agreement upon payment of an early termination fee equal to 125% of Purdue Global’s total revenue earned during the preceding 12-month period, which payment would be made pursuant to a 10-year note, and at the election of Purdue Global, for no additional consideration, it may receive for no additional

final payment of 75% of its total revenue earned during the preceding 12-month period, which payment will be made pursuant to a 10-year note, and, at the election of Purdue Global, it may receive for no additional consideration, it may receive certain assets used exclusively by KNA exclusively to provide the support activities pursuant to the TOSA. Either party may terminate the TOSA at any time if Purdue Global generates (i) $25 million in cash operating losses for three consecutive years or (ii) aggregate cash operating losses greater than $75 million at any point during the initial term. 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. Upon termination for any reason, Purdue Global will retain the assets that Kaplan contributed pursuant to the TOSA. Each party also has certain termination rights in connection with a material default or material breach of the TOSA by the other party. Short of termination, Purdue Global has the right to take over from Kaplan (in-source) the provision of certain back-office support functions at any time with nine-months’nine months’ notice. Those functions include technology support, human resources, facility and property management, finance and accounting, communications, and default management. In 2022, Purdue Global began working with KNA to provide, pursuant to the TOSA, certain human resources, finance and accounting, facility management, and communications services itself, in-house.

The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. For example, borrower defense to repayment regulations that allow students to discharge certain federal loans and provide a Negotiated Rulemaking began in October 2021 that covered, in part, rules relatedprocess 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. The ED also finalized changes to the borrower defense regulations which expand the types of claims that can be made by students, reinstating the ability of the ED to repayment adjudicationconsider claims as a group, removing limitation periods on claims, and changing the process and recoveryfor seeking recoupment from institutions, closed school loan discharges, disability loan discharges, public loan forgiveness, income driven repayment plans and arbitration agreements. Asinstitutions. In addition, as part of this currenta Negotiated Rulemaking, in a session that began in January 2022,new rules and changes to existing rules were finalized by the ED also proposedin the fourth quarter of 2022 and became effective on July 1, 2023. Included in these new rules is a change to the Title IV definition of “Nonprofit”“nonprofit” institution to generally exclude from that definition any institution that is an obligor on a debt owed to a former owner of the institution or that maintains a revenue-based service agreement with a former owner of the institution. The ED intends to apply this new definition to public institutions as well as private nonprofit institutions. Such regulatory changes as well asincluding those described above could subject Purdue GlobalKaplan or its partner institutions to additional regulatory requirements. Any resulting new rules or changes to existing rules are not likely to be effective until July 1, 2023.requirements and liabilities.

and programs and other institutional changes; require compliance with state professional licensure board requirements to the extent applicable to institutional programs and require state authorization and institutional and programmatic accreditation. 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:

OnIn May 6, 2021, Kaplan received a notice from the ED that it would be conducting a fact-finding process pursuant to the borrower defense to repayment (BDTR) regulations to determine the validity of more than 800 BDTR claims and a request for documents related to several of Kaplan’s previously owned schools. Beginning in JulyIn 2021, Kaplan started receiving the claims and related information requests. In total, Kaplan received 1,449 borrower defense applications that seekfrom the ED seeking discharge of approximately $35 million in loans. Most claims received areloans, excluding interest, from former KUKaplan University students. The ED’s process for adjudicating these claims is subject to the borrower defense regulations but itIt is not clear to what extent the ED will exclude claims based on the underlying statutes of limitations, evidence provided by Kaplan, prior settlements with these students relieving their debt outside of the BDTR process, or any prior investigation related to schools attended by the student applicants. The ED’s process

Kaplan believes it has substantive as well as procedural defenses to the borrower defense claims that would bar any student discharge or school liability including that the claims are barred by the applicable statute of limitations, are unproven, incomplete and fail to meet regulatory filing requirements. Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and is respondingdischarges. Kaplan responded to allthe initial set of claims in 2021 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 intends to similarly respond to any new claims that apply to Kaplan University or prior Kaplan-owned schools. 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 former students’ BDTR applications, Kaplan may be subject to significant liability.

In addition, Kaplan could be the subject of future compliance reviews or lawsuits related to formerly owned KUKaplan University and KHEKaplan Higher Education (KHE) schools in connection with the pre-sale conduct of such schools that could result in monetary liabilities or fines or other sanctions against Kaplan.

In 2021, KNA’s supplemental education included all products of the former KTP and KP segments, includingSupplemental Education includes exam preparation, professional licensure and certification, and corporate training and continuing education. KNA offers a wide array of programs and services across various markets focusing on lifetime value creation and professional lifecycles. These markets are discussed below.

Graham Media Group, Inc. (GMG), a subsidiary of the Company, owns seven television stations located in Houston, TX; Detroit, MI; Orlando, FL; San Antonio, TX; Jacksonville, FL; and Roanoke, VA, as well as SocialNewsDesk, a provider of social media management tools designed to connect newsrooms with their users. The following table sets forth certain information with respect to each of the Company’s television stations:

Revenue from broadcasting operations is derived primarily from the sale of advertising time to local, regional and national advertisers. In 2021,2023, advertising revenue accounted for 57.7%55% of the total 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. These factors include a station’s audience share and market ranking; seasonal fluctuations in demand for airtime; annual or biannual events, such as sporting events and political elections; and broader economic and other market trends, including alternative advertising platforms, among others.

GMG’s television broadcasting operations are subject to the jurisdiction of the U.S. Federal Communications Commission (FCC) under the U.S. Federal Communications Act of 1934, as amended (the Communications Act). Each GMG television station holds an FCC license that is renewable upon application for an eight-year period. As shown in the table above, the current terms of the GMG station licenses expire in 2022 through 2029.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.

Television stations may receive interference from a variety of sources, including interference from other broadcast stations, that is below a threshold established by the FCC. That interference could limit viewers’ ability to receive television stations’ signals. The amount of interference toreceived by television stations could increase in the future because of the FCC’s decision to allow electronic devices, known as “white space” devices, to operate in the television frequency band on an unlicensed basis on channels not used by nearby television stations.

In November 2017, the FCC voted to adopt rules authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV (NextGenTV) or ATSC 3.0. The new standard is designed to allow broadcasters to provide consumers with better sound and picture quality; hyper-localized programming, including news and weather; enhanced emergency alertsalerts; and improved mobile reception. The ATSC 3.0 standard allows for the use of targeted advertising and more efficient use of spectrum by, for example, by allowing for more multicast streams to be aired on the same six-megahertz channel. ATSC 3.0 is not backward compatible with existing television equipment, 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. A transitioning station’s DTV-formatted content must be substantially similar to the programming aired on its ATSC 3.0 channel until July17, 2023, five years fromJuly 17, 2027, to ensure that viewers continue to have access to the datesame DTV-formatted programming during the rulestransition to the NextGen TV standard. GMG is broadcasting in the original 2017 FCC order were finalized. In June 2020, the FCC re-affirmed this sunset date, but stated that it would open a proceeding one year priorATSC 3.0 standard in Detroit (WDIV-TV), Orlando (WKMG-TV), Houston (KPRC-TV) and Roanoke (WSLS-TV). GMG is preparing to the sunset date to determine whether the date should be extended.

The Communications Act and the FCC rules allow a commercial television broadcast station, under certain circumstances, to insist on mandatory carriage of its signal on cable systems serving the station’s market area (must carry). Alternatively, stations may elect, at three-year intervals, to forgo must-carry rights and allow their signals to be carried by cable systems only pursuant to a “retransmission consent” agreement. Commercial television stations may also may elect either mandatory carriage or retransmission consent with respect to the carriage of their signals on direct broadcast satellite (DBS) systems that provide “local-into-local” service (i.e., distribute the signals of local television stations to viewers in the local market area). Stations that elect retransmission consent may negotiate for compensation from cable orand DBS systems in exchange for the right to carry their signals. Each of GMG’s television stations has elected retransmission consent for both cable and DBS operators, and each is carried on all of the major cable and DBS systems serving each station’s respective local market pursuant to retransmission consent agreements. Retransmission consent elections must be made every three years. The most recent election deadline was October 1, 2020;2023; all GMG stations elected retransmission consent for both cable and DBS operators. The 2020 election process was less time-intensive than prior processes, as the FCC in July 2019 moved to an electronic election system that now allows broadcasters to post their carriage elections online and to send notices to covered MVPDs electronically. The next election deadline is October 1, 2023 and will follow the same process.

Recent statutory changes have required the FCC to modify its rules governing retransmission consent negotiations. The Television Viewer Protection Act, enacted on December 20, 2019, made changes to the “good faith” standards

for retransmission consent negotiations, calling for the FCC to implement regulations requiring “large station groups” (groups of television broadcast stations that have a national audience reach of more than 20%) to negotiate in good faith with MVPDMultichannel Video Programming Distributor (MVPD) “buying groups” (entities that negotiate on behalf of multiple small MVPDs). GMG does not qualify as a “large station group” under the statute and therefore willis not be subject to this obligation. While GMG does not anticipate that these recent changesrules 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 retransmission consent revenues.

The FCC has also considered proposals to alter its rules governing network non-duplication and syndicated exclusivity. InNearly ten 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, direct broadcast satellite 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. The FCC has not acted on that proposal to date. If Congress or the FCC were to enact further changes to the exclusivity rules, such changes could materially affect the GMG stations’ bargaining position in future retransmission consent negotiations.

The FCC’s most recentCommission initiated the 2018 quadrennial review in December 2018 and completed it via a Report and Order dated December 26, 2023 (Order). The Order largely retains the current local television ownership rule without significant substantive change, with one exception: going forward, the rule generally will prohibit a broadcaster from acquiring a second (or additional) top-four network affiliation and placing it on a station’s multicast stream or on a commonly owned low power television station in the same market. The Order exempts from this restriction ownership of its media ownership rules wastwo or more top-four network affiliations resulting from organic growth of a station’s market share or from a network’s choice to move an affiliation between stations in a market. The 2022 quadrennial, which the FCC initiated in December 2018. That proceeding2022, is pending.

It remains open. In June 2021,to be seen whether and how the FCC solicited comments to refreshorder resolving the record, but no2018 quadrennial review might affect the FCC’s action has been taken in that proceeding to date.the 2022 proceeding. GMG’s ability to enter into certain transactions in the future may be affected by ownership rules articulated in the 2018 quadrennial review and/or by the resolution of the current FCC2022 quadrennial review proceeding.

Under the national television ownership rule, a single person or entity may have an attributable interest in an unlimited number of television stations nationwide, as long as the aggregate audience reach of such stations does not exceed 39% of nationwide television households and as long as such interest complies with the FCC’s other

TheOther FCC has other regulations and policies to ensure that broadcast licensees operate in the public interest, including rules requiring the disclosure of certain information and documents in an online public inspection file; rules requiring the closed-captioning of programming to assist television viewing by the hearing impaired; video description rules to assist television viewing by the visually impaired; rules concerning the captioning of video programming distributed via the internet; rules governing the broadcast of emergency alerts; and rules concerning the volume of commercials. Compliance with these rules imposes additional costs on the GMG stations that could affect GMG’s operations.

Hoover Treated Wood Products, Inc. (Hoover) is a supplier of pressure impregnatedpressure-impregnated kiln-dried lumber and plywood products for fire-retardant and preservative applications. Hoover, founded in 1955 and acquired by the Company in

Group Dekko Inc. (Dekko) is an electrical solutions company that focuses on innovative power charging and data systems; industrial and commercial indoor lighting solutions; and the manufacture of electrical components and assemblies for medical equipment, transportation, industrial and appliance products. Dekko, founded in 1952, is headquartered in Fort Wayne, IN, and operates 1311 facilities in fivefour states and Mexico.

Joyce/Dayton Corp. (Joyce/Dayton) is a leading manufacturer of screw jacks, linear actuators and related linear motion products and lifting systems in North America. Joyce/Dayton provides its lifting and positioning products to customers across a diverse range of industrial end markets, including renewable energy, metals and metalworking, oil and gas, satellite antennae and material handling sectors.

Forney Corporation (Forney) is a global supplier of burners, igniters, dampers, and controls for combustion processes in electric utility and industrial applications. Forney is headquartered in Addison, TX, and its manufacturing plant is in Monterrey, Mexico. Forney’s customers include power plants and industrial systems around the world.

Graham Healthcare Group (GHG) provides home health, hospice, palliative, home infusion and other healthcare services. GHG served approximately 120,000 patients in 2023. Its home health, palliative and hospice operations provides services to more than 50,000approximately 80,000 patients annually. GHG operates 13annually 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 18 home care, sevenhealth, 12 hospice, and twosix palliative care operating units in Michigan, Illinois, Pennsylvania and Florida. Sixunits. Sixteen of GHG’s 1936 operating units are operated through joint ventures with health systems and physician groups. Thegroups and the remainder are wholly ownedwholly-owned. Home health, palliative and operated under the “Residential” brand name. Home healthhospice services include a wide range of health care services that are provided wherever home may be and social services deliveredare tailored to the unique needs and goals of the patients. Home health care helps patients gain independence and remain safe at home to recovering, disabled and chronically or terminally ill persons in need of medical, nursing, social or therapeutic treatment and assistance with the essential activities of daily living.as active community members. Hospice care focuses on relieving symptomssupports patients and supporting patients with a life expectancy of six months or less. Hospice care involves an interdisciplinary approach to the provision of medical care, pain management andtheir families’ unique physical, emotional, and spiritual support, with an emphasisneeds, while focusing on comfort, not curing. Hospice services can be provided in the patient’s home, as well as in free-standing hospice facilities, hospitals, nursing homes and other long-term care facilities. Palliative care is a specialized form of medicine provided by nurse practitioners that aims to enhance theoptimizing quality of life, comfort, and dignity. Palliative care complements curative treatments and is provided by in-home nurse practitioners who aim to treat advanced pain and uncomfortable symptoms of patients and their families who are faced with serious illness. It focuses on increasing comfort through prevention and treatment of distressing symptoms. In addition to expert symptom management, palliative care focuses on clear communication, advance planning and coordination of care. Each GHG operating unit offers care coordination, healthcare solutions and clinical expertise.disease. All home health, palliative, and hospice operationsoperating units are Medicare certified and accredited by the Accreditation Commission for Health Care (ACHC) or are in the process of being ACHC accredited. GHG derives 90% of its revenues for home health, palliative, and hospice services from Medicare. The remaining sources of revenue are from Medicaid, commercial insurance, and private payers.payors.

In 2019, GHG acquired two business units, Clinical Specialty Infusions, LLC (CSI Pharmacy) located in Texarkana, Texas,additionally manages and Clarus Care, LLC (Clarus) in Nashville, Tennessee.operates five companies across the healthcare industry: CSI Pharmacy, Clarus, Impact Medical, Skin Clique, and Surpass Behavioral Health.

CSI Pharmacy, headquartered in Nash, Texas, is a nationwide specialty home infusion pharmacy licensed in 3848 states that servesserving patients suffering from chronic and rare illness. CSI Pharmacy specializes in treating rare diseases with biologics and plasma-derived therapies, with revenues derived primarily from intravenous immunoglobulin (IVIG) therapy. CSI Pharmacy delivers products to patients’ houseshomes and employs nurses to provide the specialized infusion therapies to patients.

Clarus, based in the home on a monthly basis. ClarusNashville, Tennessee, provides call management solutions to physician groups and hospitals. Clarus replaces traditional human-staffed answering services with a SaaS-based solution. Clarus streamlines calls,call handling, provider call coverage management, eliminates patient hold times, and manages referrals and new appointments. The solution eliminates delays, call routing errors, and malpractice risk inherent with traditional call centers.

In December 2021, GHG acquired two businesses, one of which expanded GHG’s home health operations into Florida and WeissImpact Medical operates a full servicefull-service physician practice dedicated to providing advanced care for allergies, asthma, and immunology throughout New Jersey, New York, and the surrounding areas.

Skin Clique is a concierge in-home provider of aesthetic products and services. Skin Clique generates much of its revenue from neurotoxin injections and the remaining revenue from skin peels, skin consultations, Ultherapy, dermal fillers, and medical grade skin care products. Skin Clique, based in Riverdale, New Jersey. Weiss has expertiseCharleston, South Carolina, serves clients across approximately 30 states.

Surpass Behavioral Health operates approximately 16 Applied Behavior Analysis (ABA) clinics throughout Kentucky, South Carolina, Illinois, Georgia, and Pennsylvania as well as a school program in all allergicPennsylvania and immunologic conditions,a positive behavior support program in Kentucky. Surpass Behavioral Health is headquartered in Nashville, Tennessee. The majority of its revenue is center-based, with a smaller portion coming from school settings, and specializes in challenging cases. It is often able to help patients even after they have seen numerous other specialists. The practice also offers infusion services.the remaining from telehealth and adult programs.

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,Go), which provides valet repair services to and from a network of dealership service centers in the Washington, D.C. area.

Society6 is a diversified consumer internet company that builds creator-driven brands in lifestyle and home and art design categories. Through its Society6 Group, Leaf operates leadingan online art and design marketplacesmarketplace where large communities of artists and designers can market and sell their original art and designs printed on a wide variety of products. Its made-to-order marketplaces, consisting of Society6.com (Society6) and its wholesale channel (collectively,Deny Designs (together, Society6 Group), provide artists and designers with an online commerce platform to feature and sell their original art and designs on an array of consumer products primarily in the home décor category. Society6 Group’s wholesale channel sells products to trade and hospitality clients, as well as retail distribution partners. Through Leaf’s Saatchi Art Group, including SaatchiArt.com (Saatchi Art) and its art fair event brand, The Other Art Fair,

World of Good Brands (WGB), (formerly Leaf provides an online art gallery where a global community of artists exhibit and sell their original artwork directly to consumers through a curated online gallery, virtual reality or in-person at art fairs hosted in the United Kingdom, Australia, Canada and the United States. Saatchi Art’s online art gallery features a wide selection of original paintings, drawings, sculptures and photography. Leaf’s Media GroupMedia), consists of a diverse portfolio of media properties that educate and inform consumers across a wide variety of life topics, including fitness and wellness brands such as Well+Good and Livestrong.com Hunker in the home and design space and Only In Your State in the travel sector. Together with these premium brands, LeafWGB owns and operates or hosts and operates over 45 websites focused on specific categories or interests. LeafWGB generates the majority of its media revenue from the sale of advertising.

In July 2019, the Company acquired Clyde’s Restaurant Group (Clyde’s). Clyde’s,, founded in 1963, owns and operates 1112 restaurants and entertainment venues in the Washington, D.C. metropolitan area, including sevensix Clyde’s locations, Old Ebbitt Grill, The Hamilton, Hamilton Live, 1789 Restaurant, Fitzgerald’s and The Tombs. Clyde’s has three new restaurants under development and/or construction with planned openings in 2024 and 2025.

In May 2020, the Company acquired an additional interest in Framebridge, Inc. (Framebridge), a custom framing service company, that resulted in the Company’s ownership of approximately 93% of Framebridge. The CEO of Framebridge continues to hold an approximately 7% ownership stake in Framebridge. 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. Framebridge is headquartered in Washington, D.C., has 5six retail locations in the Washington, D.C./Maryland/Northern Virginia market, three locationsnine in Manhattan and Brooklyn, NY,the New York metropolitan area, three in the Chicago, market, two locations in Atlanta, GA, one each in the Boston, andone in Philadelphia, markets, and two manufacturing facilities in Kentucky and New Jersey.

Code3 is a marketing and insights company that manages digital advertising for global and mid-market brands and early-stage companies. It delivers media, creative and data services to transform consumer and performance data into planning, content, media activation and measurement to maximize ROI. Code3 works across platforms such as Facebook, Instagram, Amazon, Google, Twitter,TikTok, Twitter/X, Pinterest, Snapchat, YouTube, as well as direct digital media relationships and YouTube.streaming TV and audio solutions. The legacy business surrounding the Audience Intelligence Platform (AIP) has been operated since the beginning of 2021 as a separate software company under the name, Decile LLC. “Code3” is the trade name of Social Code, LLC and Marketplace Strategy, LLC.

City Cast LLC (City Cast) is a network of daily local news podcasts in cities around the country, accompanied by a daily email newsletter about local communities, includingcommunities. The podcasts and newsletters cover local news, events and places. Currently City Cast is available in Chicago, IL; Denver, CO; Houston, TX; Salt Lake City, UT; Pittsburgh, PA; Washington, D.C.; Madison, WI; Portland, OR; Philadelphia, PA; Las Vegas, NV; Boise, ID; Austin, TX; and Pittsburgh.Nashville, TN.

wealth management, where competition includes a wide variety of national, regional and local companies seeking the same market share and resulting in deep price discounting and commoditization of offerings.

Hoover’s predominant product line is fire-retardant treatedfire-retardant-treated wood products for building interior applications that are specified by architects in accordance with building code requirements for multi-family residential, commercial and institutional nonresidential buildings. Hoover’s fire-retardant product lines are sold through a stocking distributor network of more than 100 locations spanning the U.S. and Canada. Hoover’s competitors are licensees of other chemical suppliers to the wood treatingwood-treating industry who compete with Hoover’s stocking distributors on a local basis. The primary areas of competition are product availability and price, although brand loyalty due to product quality is significant. Wood products are commodities with volatile market pricing; however, Hoover’s reputation for quality products and its unique distribution model, which provides superior product availability, enable Hoover to maintain a leading position across the continent.

Dekko has three distinct product families that compete in fragmented, competitive global markets: power and data distribution for office and furniture products, lighting solutions, and electrical harness manufacturing. These products are sold through dealer and distribution channels and original equipment manufacturer (OEM) customers, focused primarily on the North American market. While all markets and products are price sensitive, technology, engineering solutions, quality and delivery performance are critical in purchase decisions. Dekko’s multiple long-term relationships, high-quality manufacturing facilities, engineering support and reputation as a solutions provider, in addition to being a product supplier, all contribute to sustaining its competitive advantages.

The home health and hospice industries are extremely competitive and fragmented, consisting of both for-profit and nonprofit companies. According to the Medicare Payment Advisory Commission’s July 20212023 Data Book, there are approximately 11,45611,353 Medicare-certified home health providersagencies and approximately 4,840 hospice providers5,358 hospices in the U.S., with the number of active home healthcare providers rapidly increasing. GHG markets its services to physicians, discharge planners and social workers at hospitals, nursing homes, senior living communities and physicians’ offices through a direct sales model. GHG differentiates its offerings based on

response time, clinical programming, clinical outcomes and patient satisfaction. Throughout the three 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.

The retail automotive industry is highly competitive and fragmented. Automobile dealerships compete with dealerships offering the same brands as well as those offering other manufacturers’ brands. 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. The principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts, factory-trained technicians and the quality of customer service.

Operating an e-commerce marketplace is highly competitive, and developing industries that are characterized by rapid technological change, a variety of business models and frequent disruption of incumbents by innovative entrants. Its art and design marketplaces, Society6 Group and Saatchi Artexpects competition to increase in the future. Society6 Group competecompetes with a wide variety of online and brick-and-mortar companies selling comparable products. Its made-to-order marketplace business Society6 Group, 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, Wayfair, Urban Outfitters and West Elm. Its online art galleryWayfair. Additionally, Society6 Group is facing, and in-person art fair business, Saatchi Art Group, competes with traditional offline art galleries, art consultants and online platforms selling original artwork,will likely continue to face, increased international competition from brands offering ultra-low-cost goods, such as Artfinder, Artspace, Rise Art, Singulart, eBayShein and Amazon Art, as well as various art fairsTemu.

WGB operates in highly competitive and developing industries that feature reasonably priced artwork from emerging artists, such as The Affordable Art Fair. Leaf’s marketplaces must successfully attract, retainare characterized by rapid technological change, a variety of business models and engage both buyers and sellers to use our platforms and attend our fairs. The principal competitive factors for such marketplaces include the quality, price and uniquenessfrequent disruption of the products, artwork or services being offered; the selection of goods and artists featured; the ability to source numerous products efficiently and cost-effectively with respect to its made-to-order products; customer service; the convenience and ease of the shopping experience; and its reputation and brand strength. Competition is expected to continue to intensify as online and offline businesses increasingly compete with each other and the barriers to enter online channels are reduced. For properties within its Media Group, Leafincumbents by innovative entrants. WGB faces intense competition from a wide range of competitors.competitors, including those of much larger scale. These markets are rapidly evolving and highly fragmented, and competition could increase in the future as more companies enter the space. The Media GroupWGB competes for advertisers on the basis of a number of factors, including return on marketing expenditures, price of ourits offerings, and the ability to deliver large audiences or precise types of segmented audiences. Principal competitors in this space currently include various online media companies ranging from large internet media companies to specialized and enthusiast properties that focus on particular areas of consumer interest, as well as social media outlets such as Facebook, TikTok, YouTube, Snapchat, Instagram and Pinterest, where brands and advertisers are focusing a significant portion of their online advertising spend in order to connect with their customers. Some of its competitors have larger audiences and more financial resources and many of its competitorsthem are making significant investments in order to compete with various aspects of this business. Many of Leaf’sWGB’s current competitors have, and potential competitors may have, substantially greater financial, marketing and other resources than Leaf;WGB; greater technical capabilities; greater brand recognition; longer operating histories; differentiated products and services; and larger customer bases. These resources may help some of these competitors and potential competitors respond more quickly as the industry and technology evolves,

The restaurant industry is highly competitive. Clyde’s competes with national and regional chains and independent, locally owned restaurants for customers and personnel. The principal basisbases for competition are types of food and service, quality, price, location, brand and attractiveness of facilities.

Framebridge operates in a highly fragmented market. Competitors include small local retail operations and a few national retail chains. The competitive factors in the framing industry are price, selection and convenience. Framebridge’s centralized manufacturing, clear and transparent pricing, retail stores that are optimized for foot traffic and a curated buying experience rather than framing workshops, and strong e-commerce and digital capabilities contribute to its competitive advantages.

The business of managed digital advertising is highly competitive. Public multinational advertising agencies may exacerbate price competition in an attempt to protect existing relationships with advertising clients in traditional media formats such as television. Public and private advertising technology companies, digital media agencies and newer market entrants such as consulting firms also compete on price, service and technology offerings. Code3 seeks to maintain a competitive advantage and maximize its clients’ return on advertising budgets by utilizing a combination of best-in-class third-party technologies, artificial intelligence (AI), and the deep expertise of its employees, who manage media spending on the largest digital platforms and a full-service creative team with a nuanced understanding of digital media.

Decile faces competition from lower-cost providers that provide a narrower data analytics and reporting offering. In addition, at higher price points aimed at larger marketers ($50M+ annual revenue), there are several large customer data platform (CDP) competitors that attempt to unify many disparate sources of data to improve omnichannel advertising outcomes. Decile seeks to maintain a competitive advantage by simplifying the connection between dataproviding a better view of high-value customers and marketingpersonas and bridging the gap between financialtheir associated value and marketing analyticsmaking it easier for clients to help marketers extract the most value out of their customer and sales data, all atactivate those customers in a competitive price.more personalized way. Decile’s additional third-party data enrichment capabilities and data scienceadvanced analytics serve as key differentiators in the mid-market space where those capabilities are not available at a competitive price.

As a digital media company, Slate operates in highly competitive markets for subscribers, audiences and advertisers. For written work, Slate faces competition from other online publishers, especially magazines and newspapers. In podcasting, Slate faces competition from other podcast networks, as well as traditional radio networks. In the face of stiff competition, Slate is able to attract and retain a large educated, affluent audience and subscriber base by creating high-quality content, and is then able to compete for advertisers who wish to reach that audience on trusted, brand-safe properties.

PinnaCity Cast is currently the only ad-free, audio on-demand streaming service designed justnational network of daily local podcasts and newsletters. City Cast faces significant competition in all aspects of its business. Several companies operate large national networks of local daily newsletters, notably Axios and 6am City, both of which have many more subscribers than City Cast. There are also single-city daily newsletters–often created by the local newspaper–in every city where City Cast is located. On the podcasting side, public radio stations in most City Cast markets create local podcasts, as do some commercial radio stations. City Cast competes for children that offers multiple audio formats in one space that compliesadvertising dollars with the Children’s Online Privacy Protection Act (COPPA). The market for children’s subscriptionall these newsletter and podcast competitors, as well as with local radio, newspaper, TV and digital media entertainment is large. It includes media subscription services for families, subscription services for children, online learning/gaming destinations, audiobooks and podcasts for children, gaming subscriptions and free digital content. Key differentiators for Pinna include its access to multiple formats and its offering of curated best-in-class brands and original shows all in one ad-free COPPA-compliant place.outlets.

The executive officers of the Company, each of whom is elected annually by the Board of Directors, are as follows:

Wallace R. Cooney, age 59,61, 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. Maas, age 45,47, 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. 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 57,59, became Senior Vice President, General Counsel and Secretary of the Company in April 2015. Ms. 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 47,49, became Vice President and Chief Accounting Officer of the Company in January 2018. Mr. 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 37,39, became Vice President–Chief Human Resources Officer of the Company in January 2021. Prior to joining the Company, Ms.Mrs. Stonesifer was a consultant with S-Squared Consulting, an organization development consulting company.

The Company employs approximately 18,00019,900 people worldwide, of which approximately 12,350 were12,511 are employed in the United StatesU.S. and approximately 5,650 were7,390 are employed outside the United States.U.S. Employment across each of the Company’s businesses is further discussed below.

Worldwide, Kaplan employs approximately 6,1007,015 people on a full-time basis in 27 countries. Kaplan also employs substantial numbers of part-time employees who serve in instructional and administrative capacities. Kaplan’s part-time workforce comprises approximately 4,0003,533 individuals in 1716 countries. Collectively, in the U.S. and Canada, 52approximately 95 Kaplan employees are represented by a union. In countries where Kaplan has a presence but union membership is not disclosed to the employer – employer–the U.K., Australia, and Singapore – Singapore–there may be union union–represented employees as well.

Graham Media GroupGMG has approximately 1,012946 employees, including 968913 full-time employees and 4433 part-time employees, of whom approximately 10595 are represented by a union.

In the Manufacturingmanufacturing segment, Hoover has approximately 356477 full-time employees, of whom 15 are represented by a union, and one part-time employee.union. Dekko has approximately 1,1851,164 full-time employees and approximately two part-time employees, none of whom is represented by a union. Joyce/Dayton has approximately 165181 full-time employees and two part-time employees, none of whom is represented by a union. Forney has approximately 109107 full-time employees. Of those employees, of whom 4345 are represented by a union.union, all of whom are employed in Mexico.

In the Healthcarehealthcare segment, Graham Healthcare GroupGHG has approximately 1,1591,861 full-time employees and 243524 part-time employees. None of these employees is represented by a union.

Graham Automotive employs approximately 412950 full-time employees. Noneemployees, none of these employeeswhom is represented by a union.

In the Other Businesses segment, Leaf Group employs 390other businesses, Saatchi Art, Society6 and WGB employ approximately 261 full-time and part-time employees collectively, none of whom is represented by a union. Clyde’s has approximately 148181 full-time employees and 1,3421,630 part-time employees, none of whom is represented by a union. Framebridge has approximately 782482 employees including 243 seasonaland 60 part-time employees, none of whom is represented by a union. Code3 has approximately 236143 full-time employees, none of whom is

The parent Company has approximately 7284 full-time employees, and one part-time employee, 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. The following is a description of the Company’s efforts to manage and promote human capital within its organization.

For example, CyberVista conducts web-basedGHG offers ongoing resources and support to all clinical field employees to ensure they are confident in their ability to advance in their careers. In 2023, they launched a career mobility resource center where employees can access career promoting resources across various job functions. In 2023, Joyce/Dayton continued conducting assessments for all current and new employees to gain insight into individual strengths, foster effective team dynamics, and support ongoing business success. Additionally, key leadership team members completed a six-month immersive leadership program to enhance their strategic leadership skills.

At GMG, employees have access to several development and training programs, including Boss School, a management training session, PROduce! for first-time managers. Leafhigh potential producers to enhance their innovative mindset and leadership skills, and access to several other resources that provide individual learning and group activities on a variety of leadership and workplace collaboration topics.

Kaplan offers personalized and immersive learning experiences to support employees, managers, and leaders in building capabilities and driving personal and business growth. In 2023, Kaplan Languages Group hashosted its annual “Learning at Work Week”, a series of sessions where employees can explore topics ranging from developing their careers in the language travel sector to new product development and managing quality in schools. Additionally, they conducted a comprehensive training needs analysis and deployed several continuous learning platforms, including a diversity and inclusion learning platform; an eLearning and development platform; and a performance management platform. Leaf Group’s leadership development program includes personal assessments and one-on-one coaching for senior leadership. Joyce/Dayton conducted leadership assessments for executives and managers as well as a personal assessment tool to improve organizational communication. GMG has established learning and development opportunities to support its mission to be the authentic, local voice in the communities they serve. GMG proudly offers in-house leadership programs such as ‘Boss School’ which focusestrainings focused on key skillsareas, including Diversity, Equity and knowledgeInclusion (DEI) for new managers, unconscious bias awareness, conflict resolution, change management, and critical thinking skills. To further support their commitment to tailored individual development, Kaplan offers four days a continuingyear of study leave for employees to invest in professional development program for experienced producers.activities.

The Company is committed to a culture in which its diverse employee base can thrive in an inclusive and respectful environment. As of December 2021,2023, the diversity of the Company’s employees in the U.S. was: 54% female; 46% male; 63% White; 14%15% Hispanic or Latino; 13% Black or African American; 14% Hispanic or Latino; 7%6% Asian; and 2%3% Other.

The Company’s businesses have launched various initiatives to support their individual DEI efforts.diversity, equity and inclusion strategies in ways that are tailored to their employees, customers, and products. For example, GMG launchedKaplan focuses on improving diversity, equity and inclusion in its workforce through a strategy that includednumber of external partnerships as well as educating current employees and leaders on their DEI roles. In 2023, DEI-focused education campaigns were infused throughout newsletters, the adoption of new training tools, the creation of employee resource groups, virtual employee learning activities around JuneteenthKaplan INSPIRE: Global Inclusion Week, panel discussions, and other celebration events, and talent sourcing focused on attracting underrepresented talent. At Kaplan, they have prioritized educating managers and employees on DEI best practices and expectations, including creation of a Globalupdated Inclusive Leader training. Kaplan’s talent teams worked with organizations committed to recruit, train, and Inclusive Colleague trainingmentor diverse and under-represented youth for all current and new employees.careers across different sectors. Kaplan also sponsors diversity appreciation monthscontinues to advance diverse representation across Kaplan by conducting a ‘Race in the Workplace’ survey to gather data points that include social activities and discussion forums around relevant topics that raise awareness and increase understanding of diversity.help create an environment where ethnically diverse employees thrive. Kaplan continues to beexplore ways they can cultivate diversity across their supplier networks by educating functional leaders on how to incorporate supplier diversity dashboards and metrics, sourcing guidance and identification of diverse suppliers, and raising awareness of organizations that could attract even more diverse suppliers. In 2023, Code3 established several dedicated spaces and Diversity, Equity, Inclusion and Belonging (DEIB) Roundtables to foster a sense of belonging among employees and gain valuable real-time feedback about their culture. Additionally, they launched a committee dedicated to highlighting areas of the business where they want to incorporate DEIB principles and elevate underrepresented-owned brands they serve.

The service-oriented nature of the Company’s businesses, along with its core values, enables its businesses to authentically engage in service through its normal business activities. For example, at the education segment, Kaplan is the primary donor and supporter of The Kaplan Educational Foundation (KEF), an independent public charity founded by Kaplan executives to help promote racial equalityequity through higher education. Other business unitsThe program has provided academic, financial, and social support to low-income underserved students working with the City University of New York (CUNY) and other community colleges in the New York area, to help high-achieving, underrepresented community college students prepare for, gain acceptance to, pay for, and succeed at top four-year institutions such as Stanford University, Yale University, Brown University, Morehouse College, Smith College, and numerous others. The Foundation relies on Kaplan grants, in-kind service, donations from the Kaplan community, and volunteers from Kaplan’s employee base. A number of KEF alumni have established strategic diversitybeen hired by Kaplan as full-time employees or served as interns at Kaplan over the years; and inclusion initiativesmany have secured post-graduation employment with Fortune 500 and multinational corporations.

Additionally at Kaplan, through a partnership with ACT, Inc., maker of the ACT® college admissions test, Kaplan provides free ACT prep for low-income students. In 2023, Kaplan enrolled approximately 150,000 students who qualified as such – according to eligibility in waysACT’s fee waiver program – delivering over $17 million in free ACT prep to low-income students.

In the U.K., Kaplan Financial UK supports RefuAid, a charitable fund in the U.K. that speakhelps refugees with language tuition, education, finance, or meaningful employment, by providing free accountancy and English language training to enable them to get their professional qualification and find work in accounting. Additionally, at Kaplan International Pathways, Kaplan provides funding support for Plan International U.K., a development and humanitarian organization that advances children’s rights and equality for girls, through three programs across sub-Saharan Africa: supporting 1,000 girls, aged 9–16, across 16 schools in Senegal in improving their education, giving 483 young women in Sierra Leone the chance to become teachers, and working with communities across 11 Zimbabwean districts to offer a way back into education for 16,500 out-of-school girls.

At GMG, its stations and their employees are committed to their unique environmentlocal communities by providing educational, public affairs and human capital needs.special broadcasts addressing current affairs and issues related to their communities. Additionally, each media hub elevates the work of several non-profit and community organizations by spotlighting their work in the community, hosting community forums to voice and address community concerns, volunteering at local classrooms to conduct science experiments and partnering with local organizations to assist people who have been impacted by natural disasters. For example, GHG has committedstations WJXT and WCWJ in Jacksonville, FL promoted awareness of a variety of

community issues and related fund-raising events, such as the Wolfson Children’s Challenge to building a career pathingraise funds and mentorship programprovide awareness of services for all field-based positionsstudents who are deaf or hard of hearing; the Annual Kilwins Jacksonville Ice Cream Run in which 725 runners raised over $100,000 in funds to help families in need; the Walk to Defeat ALS to raise awareness of ALS which raised over $181,000 to help support people in the community with ALS; Kick for the Kids – a back to school shoe drive for children in need at which 1,004 students received new shoes for school; and, Wreaths Across America whereby employees especially underrepresented talent, achievevolunteered at Jacksonville National Cemetery and laid 200 wreaths on the headstones of fallen soldiers. At station WDIV, the station sponsored BookStock – a used book and media sale that raised over $2 million for education and literacy programs in the Metro Detroit area. Station WDIV also teamed up with the U.S. Marine Corp to sponsor two Toys for Tots drives to help collect toys for underprivileged children in the Metro Detroit area. Each year WDIV partners with DTE Energy for a “Gift of Warmth Telethon” to raise money for the Heat and Warmth Fund. “THAW” helps neighbors in an energy crisis pay their career advancement goals. Mostutility bills. Neighbors include seniors, unemployed, underemployed and people with disabilities. This annual telethon raises over $1 million dollars each year.

At the Company’s healthcare segment, GHG partners with We Honor Veterans to serve the unique hospice needs of veterans and their families. Additionally, GHG is proud to be a regional corporate sponsor for the Walk to End Alzheimer’s, a disease that directly impacts many of the Company’s businesses have incorporated diversity, equitycommunities and inclusion related questions in their engagement surveys and are beginning to gather and analyze their human capital data to better understand existing conditions, set goals, and measure progress moving forward.patients that GHG serves.

All public statements made by the Company and its representatives that are not statements of historical fact, including certain statements in thisthe Company’s Annual Report on Form 10-K and elsewhere in the Company’s 20212023 Annual Report to Stockholders, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include comments aboutare based on expectations, related to the durationforecasts, and severity of the COVID-19 pandemic and its effects onassumptions by the Company’s operations, financialmanagement and involve a number of risks, uncertainties, and other factors that could cause actual results liquidity and cash flows. Other forward-looking statements includeto differ from those stated, including, without limitation, comments about expectations related to acquisitions or dispositions or related business activities, including the TOSA, the Company’s business strategies and objectives, anticipated results of license renewal applications, the prospects for growth in the Company’s various business operations, and the Company’s future financial performance. As with any projection or forecast, forward-looking statements are subject to various risksperformance, and uncertainties, including the risks and uncertainties described in Item 1A of thisthe Company’s Annual Report on Form 10-K, that could cause actual results or events to differ materially from those anticipated in such statements.10-K. 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.

The Company’s internet address is www.ghco.com. The Company makes available free of charge through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements on Schedule 14A and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) as soon as reasonably practicable after such documents are electronically filed with the Securities and Exchange Commission (SEC). In addition, the Company’s Certificate of Incorporation, its Corporate Governance Guidelines, the Charters of the Audit and Compensation Committees of the Company’s Board of Directors and the codes of conduct adopted by the Company and referred to in Item 10 of this Annual Report on Form 10-K are all available on the Company’s website; printed copies of such documents may be obtained by any stockholder upon written request to the Secretary, Graham Holdings Company at 1300 North 17th Street, Arlington, VA 22209. 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.

This risk factor summary does not contain all of the information that may be important to you, and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section under the heading “Risk Factors,” as well as elsewhere in this Annual Report on Form 10-K. Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report on Form 10-K, may apply to the Company’s business, activities or operations as currently conducted or as may be conducted in the future. These risks include, but are not limited to, the following:

•     Changes in International Laws and Regulations, Travel Restrictions and Sanctions.

•     Difficulties ofin Managing Foreign Operations and Failure to Comply with Foreign Regulatory Requirements.

•     Changes in U.K. Tax Laws.

•     Failure to Comply with Statutory and Regulatory Requirements as a Third-Party Servicer to Title IV Participating Institutions.

•     Failure to Comply with the ED’s Title IV Incentive Compensation Rule.

•     Failure to Comply with the ED’s Title IV Misrepresentation Regulations.

•     Compliance Reviews, Program Reviews, Audits and Investigations, Including in Connection with Borrower Defense to Repayment Claims.

•     Noncompliance with Regulations by KNA’s Client Institutions.

•     Kaplan May FailFailure to Realize the Anticipated Benefits of the Purdue Global Transaction.

•    Regulatory Changes and Developments.

•     ChangesReductions in the Extent to WhichUse of Standardized Tests Are Used in the Admissions Process by Colleges or Graduate Schools and Increased Competition.

•     Postponement and Cancellation of Examinations and     Changes in the Extent to Which Licensing and Proficiency Examinations Are Used to Qualify Individuals to Pursue Certain Careers.

•     Changing Perceptions aboutAbout the Effectiveness of Television Broadcasting in Delivering Advertising.

•     Increased Competition Resulting from Technological Innovations in News, Information and Video Programming Distribution Systems and Changing Consumer Behavior.

•    Changes in the Nature and Extent of Government Regulations.

•    Transition to New Technical Standards for Broadcast Television Stations.

•    Potential Liability for Intellectual Property Infringement.

•     Failure to Recruit and Retain Production Staff Needed to Meet Customer Demand.

•     Extensive Regulation of the Healthcare Industry.

•    Termination or Non-renewal of a Dealership Agreement by an Automobile ManufacturerAgreements and Limitations on the Company’s Ability to Acquire Additional Dealerships.

•    Changes Affecting Automobile Manufacturers.

•    Changes to State Dealer Franchise Laws to Permit Manufacturers to Enter the Retail Market Directly and Technological Innovations.

•    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. Region.

•     System Disruptions and Security Threats to the Company’s Information Technology Infrastructure.

•     Failure to Comply with Privacy Laws or Regulations.

•     Failure to Successfully Integrate Acquired Businesses.

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. 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.

Kaplan is subject to a wide range of laws and regulations relating to its international operations. These include domestic laws with extraterritorial reach, such as the U.S. Foreign Corrupt Practices Act, international laws, such as the U.K. Bribery Act, as well as the local regulatory regimes of the countries in which Kaplan operates. These laws and regulations change frequently. Failure to comply with these laws and regulations could result in significant penalties or the revocation of Kaplan’s authority to operate in the applicable jurisdiction, each of which could have a material adverse effect on Kaplan’s operating results.

Further changes to the regulatory environment, including changes to government policy or practice in oversight and enforcement, or other factors, including geopolitical instability, imposition or extension of international sanctions, a natural disaster or a pandemic in either the students’ countries of origin or countries in which they desire to study, could continue to negatively affect Kaplan’s ability to attract and

A substantial portion of KI’s revenue comes from programs that prepare international students to study and travel in English-speaking countries. In 2021,2023, university preparation programs were principally delivered in Australia, Singapore and the U.K. KI’s ability to enroll students in these programs is directly dependent on its ability to comply with complex regulatory environments. For example, the impact of Brexit on KI over time will depend on the agreed terms of the U.K.’s withdrawal from the EU. Uncertainty over the impact and terms of Brexit trade deals may materially diminish interest in traveling to the U.K. for study. If the U.K. is no longer viewed as a favorable study destination,

KI’s ability to recruitenroll international students would be adversely impacted, which would materially adversely affectin programs in the U.K., Singapore, Australia, and other countries and to recruit students for study with KI’s results of operationspartners is directly dependent on the laws and cash flows.

Changes to levels of direct and indirect government funding for international education programs would also materially affect the success of KI’s operations. For example, if access to student loans or other funding were to be lost for KI operations that admit students who are entitled to receive the benefit of this funding, Kaplan’s operating results could be materially adversely affected.

In January 2021, President Biden reversed a previously enacted ban on travel from certain countiescountries to the U.S. and directed the State Department to restart visa processing for individuals from the affected countries. There have since been new, unrelated travel restrictions intoin the U.S. due to COVID-19, and those restrictions can be expected to continue changing. On September 25, 2020, the previous U.S. presidential administration proposed significant changes to the visa rules governing entry of non-immigrant academic students and exchange visitors. In July 2021, the Biden administration formally withdrew the notice of proposed rulemaking regarding these changes. Nevertheless, negative perceptions regarding travel to the U.S. could continue to have a significant negative impact on KI’s ability to recruit international students, and Kaplan’s business could be materially adversely and materially affected. In 2018, the Australian government introduced legislation that requires higher-level education standards, a compulsory national exam and increased continuing professional development requirements for all financial advisers in Australia. It had been expected that the new requirements could result in financial advisers leaving the industry, which would have resulted in a loss of those existing students for Kaplan Professional Australia. Although advisers did leave the industry, the market leading position of Kaplan Professional meant that its student numbers actually increased. In 2021, the numbers of advisers pursuing compulsory education upgrades slowed as advisers focused on completing the national exam requirement before a year-end deadline. As predicted, there has been a loss of existing advisers as a result of their unwillingness to meet the new standards. Although Kaplan Professional was able to increase its market share due, in part, to the increased annual continuing education development requirements, the legislation has had a negative impact on results of operations.

Kaplan has operations and investments in a growing number of foreign countries and regions, including Australia, Canada, the People’s Republic of China, Colombia, France, Germany, Hong Kong, India, Ireland, Japan, Myanmar (in which operations are in the process of being closed), New Zealand, Nigeria, Saudi Arabia, Singapore, the U.K. and the United Arab Emirates. Operating in foreign countries and regions presents a number of inherent risks, including the difficulties of complying with unfamiliar laws and regulations, effectively managing and staffing foreign operations, successfully navigating local customs and practices, preparing for potential political and economic instability and adapting to currency exchange rate fluctuations. Countries have also increasingly begun imposing national data protection laws, which increases compliance costs and creates additional legal risk in relation to operating internationally. Failure to effectively manage these risks could have a material adverse effect on Kaplan’s operating results.

In June 2021, the Committee for Private Education (CPE)CPE in Singapore instructed Kaplan Singapore to cease new enrollments for three marketing diploma programs on both a full and part-time basis due to noncompliance with minimum entry level requirements for admission and to teach out existing students in these programs. On August 23, 2021, the CPE issued the same instructions with respect to the Kaplan Foundation diploma and four information technology diploma programs on both a full and part-time basis. In November 2021, the CPE issued the same instructions with respect to a further 23 full-time or part-timecertain diploma programs. Post regulatory action, Kaplan Singapore is currently still able to offer 449 programs that are registered with the CPE, out of which there are 16 diploma programs, 361 bachelors programs, with the balance comprising certificate and postgraduate courses. Kaplan Singapore will applysuccessfully applied for re-registration of certain diploma and additional full-time and part-time programs in 2022. TheIn May 2022, CPE also renewed Kaplan Singapore’s registration as a private education institution for a four-year period expiring in 2026. In 2023, Kaplan Singapore successfully renewed the certification required for private education institutions to enroll international students and offer certain programs. As enrollments in diploma programs and undergraduate degree programs are not yet at levels existing prior to the regulatory actions in 2021, the impact from regulatory actions by the CPE will continue to have a significantan adverse impact on Kaplan Singapore’s revenues, operating results and cash flows in the future. No assurance can be given that applications for re-registration of the impacted programs will be successful. An inability to re-register one or more impacted programs could have a further material adverse effect on Kaplan Singapore’s revenues, operating results and cash flows.future while enrollment levels stabilize.

The UK Pathways Colleges located in England were required to register with the Office for Students (OfS)OfS to ensure they could continue operating as English higher education providers. The UK Pathways Colleges (excluding Glasgow and York) were entered on the OfS register of approved providers with Approved Fee Cap Status in August 2020. These colleges now operate under the regulatory oversight of the OfS. Colleges registered with the OfS under Approved Fee Cap status do not charge students Value Added Tax (VAT) on tuition fees based on a statutory exemption available to Approved Fee Cap providers. The York College forms part of the University of York’s Approved Fee Cap registration. 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. Under a different statutory VAT exemption, bodies whichthat qualify for VAT purposes as “colleges of a university” are able to exempt their tuition fees from VAT, and UK Pathways Glasgow International College applies this status. In 2019;2019, a tax case was determined by the U.K. Supreme Court on the meaning of “college of a university.” The U.K. Supreme Court decided the case in the college’s favor. The result was more favorable to private providers working in collaboration with a university. The U.K. Supreme Court emphasized five principal tests for a private provider to meet, for it to be sufficiently integrated with a university, to qualify as a “college of a university” even if it does not have a constitutional link to the university. Although the focus on these five tests has now been incorporated into official Her Majesty'sHis Majesty’s Revenue and Customs (HMRC) guidance, it is not yet clear how HMRC will apply the Supreme Court judgment and the five key tests in practice. If the HMRC’s application of the Supreme Court judgment and the five key tests deemsdeem 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.

Following the departure of the U.K. from the EUEuropean Union (EU) on December 31, 2020, the U.K. may further develop its VAT rules in this complex area separate from the EU rules.rules but has not yet done so. Kaplan iscontinues to closely monitoringmonitor this area.

KNA provides services to Purdue Global, Purdue University and other Title IV participating institutions. KNA also providesincluding financial aid services, to Purdue Global, and as such, KNA meets the definition ofis a “third-party servicer”“Third-Party Servicer” for Purdue Global containedas currently defined by the ED and in the Title IV regulations. 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. Separately, if the ED expands the definition of what services or entities fall within the Third-Party Servicer regulations, and/or, if KNA provides financial aid services to more than one Title IV participating institution, it will be required to arrange for an independent auditor to conduct an annual Title IV audit of KNA’s

KNA 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.

Failure to comply with these and other federal and state laws and regulations could result in adverse consequences, including, for example:

Although KNA endeavors to comply with all U.S. Federalfederal 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. The laws, regulations and other requirements applicable to KNA and its client institutions are subject to change and to interpretation. In addition, there are other factors related to KNA’s client institutions’ compliance with federal, state and accrediting agency requirements, some of which are outside of KNA’s control, that could have a material adverse effect on KNA’s client institutions’ revenues and, in turn, on KNA’s operating results.

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. 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. 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. In addition, Purdue Global’sKNA’s client Title IV institutions’ payments to KNA (including payments under the TOSA (as well as any other agreement with any Title IV participating institution)Purdue Global) must comply with revenue sharing guidance provided by the ED related to bundled services agreements. In 2011 guidance, the ED provided that in certain arrangements with Title IV participating institutions where student recruiting services are “bundled” with other non-recruiting services, revenue sharing may be allowable despite the incentive compensation rule’s general prohibition on such revenue sharing with entities or individuals that provide recruiting services. Because this guidance is not codified in any rule or law, but is instead an ED opinionguidance on the applicability of the

incentive compensation rule, such guidance can be revoked at any time and without notice. SomeThe ED has indicated it is considering a change to this guidance as some lawmakers and states, such as California, have publicly called for the revocation of this guidance or sought to introduce federal and state legislation seeking to prevent any such revenue sharing.sharing with entities that engage in recruiting students. The change of control of the executive branch and Congress in 2021 could increaseincreased the likelihood of changes to this guidance and to the incentive compensation rule.rule or limitations on the bundled service allowance through additional federal rulemaking. As previously described, the TOSA revenue sharing fee provisions are defined as deferred purchase price payments rather than payments for services. KNA’s services under the TOSA are paid for as a percentage of KNA’s costs of delivering those services to Purdue Global. 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. Any revisions or changes in interpretation or enforcement could require KNA and its client institutions to change their practices or renegotiate the tuition revenue sharing payment terms of KNA’s agreements with such client institutions and could have a material adverse effect on Kaplan’s business and results of operations. Additionally, failure to comply with the incentive compensation rule could result in litigation or enforcement actions against KNA or its clients and could result in liabilities, fines or other sanctions against KNA or its clients, which could have a material adverse effect on Kaplan’s business and results of operations.

A Title IV participating institution is required to comply with the ED regulations related to misrepresentations and with related federal and state laws. These laws and regulations are broad in scope and may extend to statements by servicers, such as KNA, that provide marketing or certain other services to such institutions. These laws and regulations may also apply to KNA’s employees and agents, with respect to statements addressing the nature of an institution’s programs, financial charges or the employability of its graduates. KNA provides certain marketing and other services to Title IV participating institutions. On October 31, 2022, the ED published a new final rule governing the “Borrower Defense to Repayment” rules that became effective July 1, 2023. Among other things, the final rule refines the standard for aggressive and deceptive recruitment tactics that might constitute misrepresentation and provides additional bases for future borrowers’ defense claims against their current or former institutions. 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. 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.

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. These compliance reviews can result in findings of noncompliance with statutory and regulatory requirements that can, in turn, result in the imposition of fines, liabilities, civil or criminal penalties or other sanctions against KNA and its client institutions, which could have an adverse effect on Kaplan’s financial results and operations. Separately, if KNA provides financial aid services to more than one Title IV participating institution, it will be required to arrange for an independent auditor to conduct an annual Title IV compliance audit of KNA’s compliance with applicable ED requirements. 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). As part of the transaction, similar to the transfer of KU,Kaplan University, Kaplan retained liability for the pre-sale conduct of the KHE schools. Although Kaplan no longer owns KUKaplan University or the former KHE Campuses, Kaplan may be liable to the current owners of KUKaplan University and the former KHE Campuses, for the pre-sale conduct of the schools, and the pre-sale conduct of the schools has been and could be the subject of future compliance reviews, regulatory proceedings or lawsuits that could result in monetary liabilities or fines or other sanctions.

OnIn May 6, 2021, Kaplan received a notice from the ED that it would be conducting a fact-finding process pursuant to the borrower defense to repayment regulations to determine the validity of more than 800 borrower defense to repayment claims and a

request for documents related to several of Kaplan’s previously owned schools. Beginning in JulyIn 2021, Kaplan started receiving thereceived claims and related information requests. In total, Kaplan received 1,449 borrower defense applications that seekrequests seeking discharge of approximately $35 million in loans. Most claims received areloans, excluding interest, from former KUKaplan 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. The ED’s process for adjudicating these claims is subject to the borrower defense regulations but it is not clear to what extent the ED will exclude claims based on the underlying statutes of limitations, evidence provided by Kaplan, or any prior investigation related to schools attended by the student applicants. On August 16, 2022, the ED announced the approval of discharges for just under 100 borrowers who had enrolled in the medical assistant  or medical billing and coding program at Kaplan Career Institute’s Kenmore Square location in Massachusetts from July 1, 2011 to February 16, 2012, when the institution stopped enrolling new students. These are borrowers the Massachusetts Attorney General identified as part of an investigation in 2013-2015. The location closed in February 2013. To date, the ED has not sought to recoup any discharged amount from Kaplan. Although the ED did not announce the total amount discharged, Kaplan believes it has defensesto be approximately $200,000. Kaplan believes that would bareach of the students subject to discharge was likely previously covered by Kaplan’s prior settlement with the Massachusetts Attorney General through which they should have received refunds of all or part of their tuition.

In any case, Kaplan expects to vigorously defend any attempt by the ED to hold Kaplan liable for any ultimate student discharges and is respondingresponded to allthe 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. IfKaplan will similarly respond to all future claims it receives. 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.

KNA currently provides services to higher education institutions that are heavily regulated by federal and state laws and regulations and by accrediting bodies. 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

changes in the administration of federal financial assistance programs, the interpretation of which may not yet be fully understood.

If the ED finds that Purdue Global or any other KNA client institution has 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, includingincluding: 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 the 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, requiring the institution to comply with additional regulatory requirements reserved for schools not meeting the definition of a nonprofit institution including 90/10 and Gainful Employment requirements, and/or referring the matter for possible civil or criminal investigation. There can be no assurance that the ED will not take any of these or other actions in the future, whether as a result of lawsuits, program reviews or otherwise. In addition, on October 15, 2021,August 18, 2022 the ED granted Purdue Global received from the ED a new PPPA granting provisional certification (“PPPA”) until June 30, 2022.2024. Under this most recent PPPA, Purdue Global must apply for and receive approval for expansion or any substantial change before it may award, disburse or distribute Title IV funds based on the substantial change. Substantial changes generally include, but are not limited to: (a) the establishment of an additional location; (b) an increase in the level of academic offering beyond those listed in the institution'sinstitution’s Eligibility and Certification Approval Report (ECAR);Report; (c) the addition of any educational program (including degree, non-degree or short-term training programs), or (d) the addition of any new degree program. In addition, the institution must pay any liabilities found in a currently open program review prior to the expiration of the PPPA. Purdue Global must also quarterly inform the ED of any governmental investigations involving the university as well as provide a summary of any student complaints. The provisional certification ends upon the ED'sED’s notification to the institution of the ED'sED’s decision to grant or deny a six-year certification to participate in the Title IV, HEAHigher Education Act programs. 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. Additionally, as a prior owner of Title IV institutions, KNA may retain certain liability for student loans related to the current or future BDTR applications described above or future similar applications.

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:

Kaplan’s ability to realize the anticipated benefits of the Purdue Global transaction will depend, in part, on its ability to successfully and efficiently provide services to Purdue Global. Achieving the anticipated benefits is subject to a

Any legislative, regulatory or other development that has the effect of materially reducing the amount of Title IV financial assistance or other federal, state or private financial assistance available to the students of Purdue Global or any other client institution 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.

The laws, regulations and other requirements applicable to KNA or any KNA client institutions are subject to change and to interpretation. Regulatory activityRegulations drafted as a result of the 2021 Negotiated Rulemaking and released in 2022 mayand effective in July 2023 include possible restrictions on revenue sharingrevenue-sharing arrangements withbetween universities and former university owners, as discussed above, whichabove. This could impact KNA Higher Education managed service provider contracts with Purdue Purdue Global,Global. In addition, any change in general to the currently allowed revenue sharing requirements or limitations could impact other KNA client institutions such as Wake Forest, Purdue, Creighton, or Lynn (or others). These and other client institutions. Additional regulatory, policy or legal changes could include imposing outcome metrics on universities, a form of free community college, and changes to the financial aid system, and the reinstatement of broader borrower defenses toincluding broad loan repayment.forgiveness. In addition, athe 2021 Negotiated Rulemaking beganalso resulted in October 2021new rules that covered,cover, in part, rules related to the borrower defense to repayment adjudication process and recovery from institutions, closed school loan discharges, disability loan discharges, public loan forgiveness, income drivenincome-driven repayment plans and arbitration agreements. As part of this current Rulemaking, in a session that began in January 2022, theThe ED also proposed a change tochanged the Title IV definition of “Nonprofit”“nonprofit” institution to generally exclude from that definition any institution that is an obligor on a debt owed to a former owner of the institution or maintains a revenue-based service agreement with a former owner of the institution. Such regulatory changes as well as those described above could subject Purdue Global to additional regulatory requirements. Any resultingThe new rules orand changes to existing rules are not likely to bebecame effective until July 1, 2023. In addition, there are other factors related to Purdue Global’s and other client institutions’ compliance with federal, state and accrediting agency requirements—many of which are largely outside of Kaplan’s control—that could have a material adverse effect on Purdue Global’s and other client institutions’ revenues and, in turn, on Kaplan’s operating results, including, for example:

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. Kaplan’s operating results may be adversely affected if student demand for KNA’s traditional comprehensive programs shifts to KNA’s lower-cost, standalonestand-alone offerings, or if competitors offer lower-cost, standalonestand-alone offerings or free test prep products that are more attractive to students than KNA’s products.

A material portion of KNA’s and KI’s revenue comes from preparing individuals for licensing or technical proficiency examinations in various fields. Any significant relaxation or elimination of licensing or technical proficiency requirements in those fields served by KNA’s and KI’s businesses could negatively affect Kaplan’s operating results. As a result of the COVID-19 pandemic, a number of professional certification examinations have been cancelled or

Historically, television broadcasting has been viewed as a cost-effective method of delivering various forms of advertising. There can be no guarantee that this historical perception will guide future decisions by advertisers. 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.

The continuing growth and technological expansion of internet-based services has increased competitive pressure on the Company’s media businesses. Examples of such developments include online 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. Changing consumer behavior may also put pressure on the Company’s media businesses to change traditional distribution methods. The Company obtains significant revenue from its retransmission consent agreements with traditional cable and satellite distributors. These payments are calculated on a per-subscriber basis, andso that payments to the Company may decrease as customers “cut the cord” and cancel their cable and satellite subscriptions. The Company also receives payments for the distribution of its stations’ signals on certain online “over-the-top” services,internet-based services; however, these revenues may be less than those received from traditional cable and satellite distribution. Anticipating and adapting to changes in technology and consumer behavior on a timely basis will affect the ability of the Company’s media businesses’ abilitybusinesses to continue to increase their revenue. The development and deployment of new technologies and changing consumer behavior have the potential to negatively and significantly affect the Company’s media businesses in ways that cannot now be reliably predicted and that may have a material adverse effect on the Company’s operating results.

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. Changes in regulations have the potential to negatively impact the television broadcasting business, not only by increasing compliance costs and reducing revenues through restrictions on certain types of advertising, limitations on pricing flexibility, or other means, but also by possibly creating more favorable regulatory environments for the providers of competing services.services, including unregulated digital programming distribution platforms. 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. More generally, all of the Company’s businesses could have their profitability or their competitive positions adversely affected by significant changes in applicable regulations.

TheAs the number of subscribers to traditional cable, satellite and telecommunications services declines, the Company periodicallyfaces the possibility of declining revenues under its existing retransmission agreements, which typically provide for payment to the Company on a per-subscriber basis. Those subscribers who “cut the cord” and move to internet-based streaming services may not generate the same revenues as the Company receives claims from third parties allegingunder its existing retransmission consent agreements, because the distribution agreements that apply to “virtual” MVPDs are negotiated by the national networks, and the per-subscriber fees paid to network-affiliated stations are determined by the network rather than by the Company in direct negotiation with those distributors.

At the same time, the Company’s businesses infringe onnetwork affiliation agreements typically require payments to the intellectual property rightsnetworks with which GMG stations are affiliated in the form of others. It is likely that“reverse retransmission consent fees,” which require the Company willto share a specified portion of retransmission consent fees with the respective networks. As reverse retransmission consent fee payments required to be paid to the networks escalate, the Company 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. In those cases, as the number of subscribers to traditional MVPD platforms decreases, the Company alone bears the costs and risks of declining retransmission consent revenues.

As the national networks have launched and continue to be subject to similar claims, particularly as they relate toinvest in their direct-to-consumer platforms, an increasing amount of network programming that was once available exclusively on an in-market network-affiliated station is now being made available on ad-supported or subscription services, either exclusively or simultaneously with its media businesses. Other parts of the Company’s businessover-the-air broadcast. The diminishing program exclusivity provided by network affiliation could also be subject to such claims. Addressing intellectual product claims is a time-consumingdecrease local broadcasters’ leverage in retransmission consent negotiations with MVPDs.

Taken together, these factors together could adversely affect GMG’s revenues and expensive endeavor, regardless of the merits of the claims. In order to resolve such claims, the Company may have to change its method of doing business, enter into licensing agreements or incur substantial monetary liability. It is also possible that one of the Company’s businesses could be enjoined from using the intellectual property at issue, causing it to significantly alter its operations. 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.results.

The Company’s manufacturing operations are subjectexperiencing a highly competitive market for production labor that may limit its ability to extensive federal, state and local laws and regulations relatingmeet customer demand. If staffing cannot be hired at a cost-efficient wage rate relative to the environment, as well as health and workplace safety, including those set forth by the OSHA, the Environmental Protection Agency (EPA) and state and local regulatory authorities in the U.S. Such laws and regulations affect operations and require compliance with various environmental registrations, licenses, permits, inspections and other approvals. The Company incurs substantial costs to comply with these regulations, and any failure to comply may expose the Company to civil, criminal and administrative fees, fines, penalties and interruptions in operations that could have a material adverse impact on the Company’s results of operations, financial position or cash flows.product pricing, volume will be impacted.

The Company’s manufacturing operations are subject to hazards inherent in manufacturing and production-related facilities. An accident involving these operations or equipment may result in losses due to personal injury; loss of life; damage or destruction of property, equipment or the environment; or a suspension of operations. Insurance may not protect the Company against liability for certain kinds of events, including those involving pollution or losses resulting from business interruption. Any damages caused by the Company’s operations that are not covered by insurance, or are in excess of policy limits, could materially adversely affect the Company’s results of operations, financial position or cash flows.

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. These laws and regulations change frequently, and the manner in which they will be interpreted is subject to change in ways that cannot be predicted.

Reimbursement for services by third-party payers,payors, including Medicare, Medicaid and private health insurance providers, may decline, while authorization, audit and compliance requirements continue to add to the cost of providing those services.

Managed-care organizations, hospitals, physician practices and other third-party payerspayors continue to consolidate in response to the evolving regulatory environment, thereby enhancing their ability to influence the delivery of healthcare services and decreasing the number of organizations serving patients. This consolidation could adversely impact GHG’s businesses if they are unable to maintain their ability to participate in established networks. In addition, CSI Pharmacy and Weiss Medical both face risks from manufacturer supply shortages, competitive vertical integration and pricing power, and government intervention on drug pricing.

GHG is also subject to periodic and routine reviews, audits and investigations by federal and state government agencies and private payers,payors, which could result in negative findings that adversely impact the business. CMSThe federal Centers for Medicare and Medicaid Services (CMS) increasingly uses third-party, for-profit contractors to conduct these reviews, many of which share in the amounts that CMS denies. These reviews, audits and investigations consume significant staff and financial resources and may take years to resolve.

The country’s severe shortage of nurses could adversely affect GHG’s ability to meet customer demand and may impact its ability to take on new business. In addition, competition to attract new nurses necessitates offering increased wages and benefits, which increases costs.

The Company’s automobile dealerships are dependent on maintaining strong relationships with manufacturers, and the Company’s ownership and operation of automobile dealerships is subject to its ability to comply with various requirements established by automobile manufacturers. The Company’s dealerships operate under separate agreements with each applicable automobile manufacturer. Manufacturers may terminate their agreements for a variety of reasons, including a dealership’s failure to meet a manufacturer’s standards for financial and sales performance, customer satisfaction, facilities and the quality of dealership management; and any unapproved change in ownership or management. These agreements also limit the Company’s ability to acquire multiple dealerships of the same brand within a particular market and preclude the Company from establishing new dealerships within an area already served by another dealer of the same vehicle brand. In addition, dealerships controlled by related parties of the management team operating the Company’s dealerships may restrict the

Company’s ability to acquire new dealerships within an area in which such dealerships operate. Manufacturers also have the right of first refusal if the Company seeks to sell dealerships and may limit the Company’s ability to transfer ownership of a dealership without the prior approval of the manufacturer. Failure to maintain ownership of the dealerships in compliance with manufacturer agreements could constitute a breach of the agreements and could result in termination or non-renewal of existing dealer agreements. 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 authorizedmanufacturer-authorized warranty service, which would adversely affect the Company’s automotive business.

The Company’s dealerships are dependent on the products and services offered by the brand of automobiles that its dealerships sell. The ability of the Company’s dealerships to sell and service these brands may be adversely

Changes to state dealer franchise laws to permit the sale of new vehicles without the involvement of franchised dealers could adversely affect the Company’s dealerships. Certain manufacturers have been challenging state dealer franchise laws in many states and some have expressed interest in selling directly to customers. The Company’s dealership model could be adversely affected if new vehicle sales are allowed to be conducted on the internet without the involvement of franchised dealers.

Sales of new and used vehicles are cyclical. Historically there have been periods of downturns characterized by weak demand due to general economic conditions, excess supplies, consumer confidence, discretionary income and credit availability. Recently, supply shortages have led to a period of higher average new and used selling prices as a result of strong consumer demand and inventory shortages related to supply chain disruptions and production delays at vehicle manufacturers. These conditions may deteriorate in the future. Changes in these conditions could materially adversely impact sales and related margins of new and used vehicles, parts and repair and maintenance services.

In order for Leaf’s businessesWGB’s business to grow, LeafWGB must attract new visitors and customers to its marketplaces and media properties and retain its existing visitors and customers. Leaf’svisitors. WGB’s success in attracting traffic to its media properties and converting these visitors into repeat users depends, in part, upon Leaf’sWGB’s ability to identify, create and distribute high-quality and reliable content through engaging products and Leaf’sWGB’s ability to meet rapidly changing consumer demand. LeafWGB may not be able to identify and create the desired content or produce an engaging user experience in a cost-effective or timely manner, if at all. LeafWGB depends on search engines, primarily Google, to direct a significant amount of traffic to its media and marketplace properties, and LeafWGB utilizes search engine optimization efforts to help generate search referral traffic to its media and marketplace

properties. Changes in the methodologies or algorithms used by search engines to display results could cause WGB’s properties to receive less favorable placements in the search results. If LeafWGB is unable to successfully modify its search engine optimization practices in response to changes regularly implemented by search engine algorithms and in search query trends, or

The number of people who access the internet through mobile devices such as smartphones and tablets, rather than through desktop or laptop computers, has increased substantially in recent years. Additionally, individuals are increasingly consuming publisher content through social media platforms. If LeafWGB cannot effectively distribute its media content, products and services on these devices or through these platforms, LeafWGB could experience a decline in visits and traffic and a corresponding decline in revenue. The significant increase in consumptionConsumption of Leaf’sWGB’s media content on mobile devices andrather than through social media platforms depressesdesktop or laptop computers decreases revenue per one thousand visits, or RPVs.visits. As a result of these factors, the increasing use of mobile devices and social media platforms to access Leaf’sWGB’s content could negatively impact its business and results of operations.

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. Tipped wage legislation is presenting new challenges to balance menu pricing, service standards, staffing levels, operating costs and public awareness as new wage laws are implemented.

Historically, reports of food-borne illness or food safety issues at restaurants, even if caused by food suppliers or distributors, have had negative effects on restaurant sales. Because food safety issues could be experienced at the source by food suppliers or distributors, food safety could, in part, be out of the Company’s control. Even instances of food-borne

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'sCompany’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. These and other national, regional and local economic pressures could result in decreases in customer traffic and lower sales and profits.

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’s systems and the third-party systems on which it relies are 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, security breaches; cyberattacks, including phishing and other forms of social engineering, hacking, denial-of-service attacks, cyber extortion, including the use of ransomware;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 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 (AI), including generative AI to enhance their attacks, which may increase our cybersecurity risk. 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 may not be successful. 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. 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. If an actual or perceived breach of the Company’s security occurs, or if the Company’s consumer facingconsumer-facing sites become the subject of external attacks that affect or disrupt service or availability, the market perception of the effectiveness of the Company’s security measures could be harmed and the Company could lose users, customers, advertisers or partners, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations. Any security breach at a company providing services to the Company or the Company’s users, including third-party payment processors, could have similar effects and the Company may not be fully indemnified for the costs it may incur as a result of any such breach. To the extent that such vulnerabilities require remediation, such remedial measures could require significant resources and may not be implemented before such vulnerabilities are exploited. As the cybersecurity landscape evolves, the Company may also find it necessary to make significant further investments to protect data and infrastructure, including continuing to evaluate control changes and investments needed to support an increased remote workforce. Any of these events could have a material adverse effect on the

Company’s businesses and results of operations. Sustained or repeated system failures or security breaches that interrupt the Company’s ability to process information in a timely manner or that result in a breach of proprietary or personal information could have a material adverse effect on the Company’s operations and reputation. 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.

Various U.S. federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumerpersonal data. This area of the law is evolving, and interpretations of applicable laws and regulations differ. Legislative activity in the privacy area may result in new laws that are relevant to the Company’s operations, including restrictions on the collection, use and sharing of consumerpersonal data that could limit our ability to use the data for marketing or advertising, and could result in exposure to material liability. For example, general data privacy regulations adopted by the European UnionEU known as the General Data Protection Regulation (GDPR), became effective in May 2018. These regulations require certain of the Company’s operations to meet extensive requirements regarding the handling of personal data, including its use, protection and transfer. In addition, the GDPR provides the legal right for persons whose data is stored to request access to or correction or deletion of their

The California Consumer Privacy Act of 2018 (CCPA), which became effective on January 1, 2020, provided a new private right of action for data breaches and requires companies that process personal information pertaining to California residents to make disclosures to consumers about their data collection, use and sharing practices and allows consumers to opt out of certain data sharing with third parties. The enforcement of the CCPA by the California Attorney General commenced on July 1, 2020. In November 2020, the California Privacy Rights Act (CPRA) was approved by California voters, and goeswent into effect on January 1, 2023. The CPRA includesincluded new requirements that arewere not in the CCPA. In 2020,Similar privacy laws also went into effect in Virginia, Colorado, Connecticut and ColoradoUtah during 2023, other privacy laws have been passed similar laws that are effective January 1, 2023will go into effect in 2024 and July 1, 2023, respectively. In addition,2025, and data privacy bills have beencontinue to be introduced in various U.Sat the state legislatures, including, but not limited to Washington, New York and Florida.level. There are also comprehensive privacy bills that have been introduced at the U.S. federal level. In addition to the comprehensive privacy laws and bills, the recent emergence of new AI tools has raised some additional information security and privacy issues. There are currently numerous bills for new laws to regulate the use of AI both at the U.S. federal and state level, and in other locations in which the Company does business such as the EU. 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. 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 consumeran 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.

Claims of failure to comply with the Company’s privacy policies or applicable laws or regulations could form the basis of governmental or private party actions against the Company and could result in significant penalties. Additionally, evolving concerns regarding data privacy may cause the Company’s customers and potential customers to resist providing the data necessary to allow the Company to deliver its solutions effectively. Even the perception that personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales and any failure to comply with such laws and regulations could lead to significant fines, penalties or other liabilities. Such claims and actions could cause damage to the Company’s reputation and could have an adverse effect on the Company’s businesses.

development, deployment and use of assimilatingAI. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and retaining key personnel;may limit the consequencesCompany’s ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm.

The Company periodically receives claims from third parties alleging that the Company’s businesses infringe on the intellectual property rights of divertingothers. It is likely that the attention of senior management from existing operations; the possibility that an acquired business does not meet or exceed the financial projections that supported the purchase price; and the possible failureCompany will continue to be subject to similar claims, particularly as they relate to its media businesses. Other parts of the due diligence processCompany’s business could also be subject to identify significant business risks or liabilities associated withsuch claims. Addressing intellectual property claims is a time-consuming and expensive endeavor, regardless of the acquired business.merits of the claims. In June 2021,order to resolve such claims, the Company acquired Leaf, a diversified consumer internet companymay have to change its method of doing business, enter into licensing agreements with copyright holders, or incur substantial monetary liability. It is also possible that builds creator-driven brands in lifestyleone of the Company’s businesses could be enjoined from using the intellectual property at issue, causing it to significantly alter its operations. 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 home and art design categories. A failure to effectively manage growth and integrate acquired businesses such as Leaf could have a material adverse effect on the Company’s operating results.

Not applicable.

In the Company to extend.

In the U.S., KNAtelevision broadcasting segment, Graham Media Group 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.

In the healthcare segment, Graham Healthcare Group leases space in Fort Lauderdale, FL,49 facilities for corporate offices, data and call centers and employee-training facilities, which leases expire in 2024. In addition, KNA leases corporate offices in La Crosse, WI, under a lease expiring in 2023 and in Pittsburgh under a lease expiring in 2024. KNA has 18 smaller leases in the U.S. and also delivers classes at schools, colleges, hotelsnursing and other premises for which KNA is not a leaseholder. Kaplan, Inc. leases office space in Alpharetta, GA, pursuantacross 15 states to a lease that expires in 2024. The Kaplan Languages Group business maintains 14support its home health, hospice, pharmacy infusion, physician practices and behavioral services and leases for office12 facilities through its joint ventures with health systems and instructional space in the U.S.

In the manufacturing segment, Hoover owns 11 properties in AR, CA, FL, GA, MI, NC, PA, TX, VA, WA, and WV. Dekko owns 5 properties in IN, TX, AL and Juarez, Mexico; and Joyce/Dayton owns three properties: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.

In the automotive segment, Graham Automotive owns properties for its corporate headquartersHonda of Tysons Corner dealership in Kettering, OH,VA, Toyota of Woodbridge dealership in VA, Chrysler-Dodge-Jeep-Ram of Woodbridge dealership in VA, and Toyota of Richmond dealership in VA. 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.

The businesses that comprise the Company’s other businesses lease space for their operations, including office space and retail locations in DC, MD, VA, NY, NJ, IL, GA, MA and PA, and manufacturing facilities in Portland, IN,KY and Clayton, OH. It also leases a manufacturing facilityNJ for Framebridge; restaurant facilities in Newington, CT.

Graham Automotive ownsThe Company considers its properties suitable for the Honda dealership space in Tysons Corner, VA. Graham Automotive leases space in Rockville, MD,conduct of its respective businesses and adequate for its Lexus dealership, Bethesda MD for its Jeep dealership, and Manassas, VA for its Ford dealership. Thesecurrent use. The Company believes that suitable additional or alternative space is available at commercially reasonable terms as leases expire between 2036or premises become unavailable. However, it recognizes that replacements for student dormitory space leased by Kaplan International may be difficult to 2060, including renewal options.

Information with respect to legal proceedings may be found in Note 18, “Contingencies and other commitmentsOther Commitments - Litigation, Legal and Other Matters” to the consolidated financial statements in Part II of this Annual Report, which is incorporated herein by reference.

Not applicable.

The Company’s Class B Common Stock is traded on the New York Stock ExchangeNYSE under the symbol “GHC.” The Company’s Class A Common Stock is not publicly traded.

At January 31, 2022,2024, there were 27 holders of record of the Company’s Class A Common Stock and 339319 holders of record of the Company’s Class B Common Stock.

During the quarter ended December 31, 2021,2023, the Company purchased shares of its Class B Common Stock as set forth in the following table:

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 4951 hereof.

The Company is exposed to market risk in the normal course of its business due primarily to its ownership of marketable equity securities, which are subject to equity price risk; to its borrowing and cash-management activities, which are subject to interest rate risk; and to its non-U.S. business operations, which are subject to foreign exchange rate risk.

At December 31, 2021,2023, the Company had $400 million principal amount of 5.75% unsecured fixed-rate notes due June 1, 2026 (the Notes). At December 31, 2021,2023, the aggregate fair value of the Notes, based upon quoted market prices, was $417.5$400.4 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. A 100 basis point decrease in market interest rates would increase the fair value of the Notes by $9.5$9.0 million at December 31, 20212023 using a yield to par call.maturity. A 100 basis point increase in market interest rates would decrease the fair value of the Notes by $9.3$8.8 million at December 31, 2021,2023, using a yield to par call.maturity. The Company also had approximately $13$26 million of other fixed-rate debt, primarily relating to the healthcare business (as discussed in Note 11 to the Company’s Consolidated Financial Statements).business.

At December 31, 2021,2023, the Company had approximately $290$538 million of variable-rate debt, including floor plan facility obligations. Approximately $24.6$74.6 million of this debt is hedged by an interest rate swap. 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 $2.6$4.6 million.

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 2021,2023, the Company’s pre-tax income for 20212023 would have been approximately $13$15 million lower. Conversely, if such values had been 10% higher, the Company’s reported pre-tax income for 20212023 would have been approximately $13$15 million higher.

See the Company’s Consolidated Financial Statements at December 31, 2021,2023, and for the periods then ended, together with the report of PricewaterhouseCoopers LLP thereon, which are included in this Annual Report on Form 10-K and listed in the index to financial information on page 4951 hereof.

Not applicable.

An evaluation was performed by the Company’s management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and the Company’s Chief Financial Officer (principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of December 31, 2021.2023. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as

Management of Graham Holdings Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021,2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.

There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2021,2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Not applicable.

The information contained under the heading “Executive Officers” in Item 1 hereof and the information contained under the headings “Nominees for Election by Class A Shareholders,” “Nominees for Election by Class B Shareholders,” “Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for the Company’s 20222024 Annual Meeting of Stockholders is incorporated herein by reference thereto.

In addition to the certifications of the Company’s Chief Executive Officer and Chief Financial Officer filed as exhibits to this Annual Report on Form 10-K, on May 20, 2021,31, 2023, the Company’s Chief Executive Officer submitted to the New York Stock Exchange the annual certification regarding compliance with the NYSE’s corporate governance listing standards required by Section 303A.12(a) of the NYSE Listed Company Manual.

The information contained under the headings “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Compensation Committee Report” in the definitive Proxy Statement for the Company’s 20222024 Annual Meeting of Stockholders is incorporated herein by reference thereto.

The information contained under the heading “Stock Holdings of Certain Beneficial Owners and Management” in the definitive Proxy Statement for the Company’s 20222024 Annual Meeting of Stockholders is incorporated herein by reference thereto.

The information contained under the headings “Transactions With Related Persons, Promoters and Certain Control Persons” and “Controlled Company” in the definitive Proxy Statement for the Company’s 20222024 Annual Meeting of Stockholders is incorporated herein by reference thereto.

The information contained under the heading “Audit Committee Report” in the definitive Proxy Statement for the Company’s 20222024 Annual Meeting of Stockholders is incorporated herein by reference thereto.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2022.23, 2024.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2022:23, 2024:

 

An original power of attorney authorizing Timothy J. O’Shaughnessy, Wallace R. Cooney and Nicole M. Maddrey, and each of them, to sign all reports required to be filed by the Registrant pursuant to the Securities Exchange Act of 1934 on behalf of the above-named directors and officers has been filed with the Securities and Exchange Commission.

This analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Graham Holdings Company's 2020Company’s 2022 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 20202022 compared to the year ended December 31, 2019.2021.

Education is the largest business, and throughoperating division of the Company, making up 36% of the Company’s consolidated revenues in 2023. Through its subsidiary Kaplan, Inc., the Company provides extensive worldwide education services for individuals, schools and businesses. The Company’s second largest business is television broadcasting. In 2021, the Company completed an acquisition of a consumer internet company. The Company’s business units are diverse and subject to different trends and risks.

The Company’s manufacturing division has provided meaningful operating cash flow over the last few years, despite reducedalthough revenues and operating results at Dekko have been adversely impacted by lower product demand, due toparticularly in the COVID-19 pandemic at certain businesses. The Company’s healthcare businesscommercial office electrical products sector. Graham Healthcare Group (GHG) has grown substantially over the last few years due toand provided meaningful operating cash flow from acquisitions and internal growthgrowth. GHG has expanded from its home health and acquisitions, with a meaningful increase in operating results in the past two years.

The Company’s other businesses include several investment stage businesses as well as investments into new lines of business over the last few years. In total, there are ten operating business units that make up this group in three categories: retail, media and specialty. The largest of these businesses from a revenue standpoint is Clyde’s Restaurant Group (CRG), followed by the combined three former Leaf businesses, and then Framebridge, a custom framing service company. In 2023, CRG, Slate and Foreign Policy each reported positive operating income, while the other businesses each reported operating losses, which were significant at the combined three former Leaf businesses and Framebridge.

The Company generates a significant amount of cash from its businesses that is used to support its operations, pay down debt and fund capital expenditures, share repurchases, dividends, acquisitions and other investments.

Education division revenue in 20212023 totaled $1,361.2$1,587.6 million, up 4%11% from $1,305.7$1,427.9 million in 2020.2022. Kaplan reported operating income of $50.6$104.5 million for 2021,2023, an increase from $11.6$82.9 million in 2020. The COVID-19 pandemic adversely impacted Kaplan’s operating results beginning in February 2020 and continued through 2021.2022.

A summary of Kaplan’s operating results is as follows: