Debt

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Debt

DEBT

The Company’s borrowings consist of the following:

				As of
(in thousands)	Maturities	Stated Interest Rate	Effective Interest Rate	March 31, 2026		December 31, 2025
Unsecured notes (1)	2033	5.625%	5.625%	$	493,550	$	493,625
Revolving credit facility	2030	5.04% - 7.13%	5.13%	149,115		222,466
Real estate term loan (2)	2028	5.42% - 5.45%	5.49%	90,596		91,836
Capital term loan (3)	2028	6.17% - 6.20%	6.24%	62,153		64,079
Other indebtedness	2026 - 2028	6.25% - 8.00%		26,568		8,750
Total Debt				821,982		880,756
Less: current portion				(107,098)		(175,138)
Total Long-Term Debt				$	714,884	$	705,618

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(1)     The carrying value is net of $6.4 million of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025.

(2)     The carrying value is net of $0.1 million of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025.

(3)     The carrying value is net of $0.4 million and $0.5 million of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025, respectively.

On November 24, 2025, the Company issued $500 million of 5.625% unsecured eight-year fixed-rate notes due December 1, 2033 (the Notes). Interest is paid semi-annually on June 1 and December 1. Also on November 24,

2025, the Company used the net proceeds from the sale of the notes, together with the borrowings under the revolving credit agreement, to (i) redeem the $400 million of 5.75% unsecured notes due June 1, 2026, (ii) refinance outstanding revolving loans under the existing revolving credit facility, and (iii) repay all amounts outstanding under the Company’s existing $150 million term loan. On October 21, 2025, the automotive subsidiary borrowed $38.7 million under the delayed draw term loan to finance the acquisition of a Honda automotive dealership, including the real property for the dealership operations.

In combination with the issuance of the Notes, the Company amended and restated the Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, to, among other things, (i) increase the Company’s borrowing capacity by replacing the existing revolving commitments with a new revolving credit facility in the aggregate principal amount of $400 million, (ii) extend the maturity of the facility to November 24, 2030, and (iii) increase the letter of credit sublimit to $40 million.

At March 31, 2026 and December 31, 2025, the fair value of the Company’s 5.625% unsecured notes, based on quoted market prices (Level 2 fair value assessment), totaled $489.5 million and $504.0 million, respectively.

The outstanding balance on the Company’s $400 million unsecured revolving credit facility was $149.1 million as of March 31, 2026, consisting of U.S. dollar borrowings of $83.0 million with interest payable at SOFR plus 1.375% or prime rate plus 0.375%, and British Pound borrowings of £50 million with interest payable at Daily Sterling Overnight Index Average (SONIA) plus 1.375%.

The fair value of the Company’s other debt, which is based on Level 2 inputs, approximates its carrying value as of March 31, 2026 and December 31, 2025. The Company is in compliance with all financial covenants of the revolving credit facility and term loans as of March 31, 2026.

During the three months ended March 31, 2026 and 2025, the Company had average borrowings outstanding of approximately $892.8 million and $789.1 million, respectively, at average annual interest rates of approximately 5.7% and 6.0%, respectively. During the three months ended March 31, 2026 and 2025, the Company incurred net interest expense of $13.8 million and $79.8 million, respectively.

During the three months ended March 31, 2026, the Company recorded interest income of $0.7 million to adjust the fair value of the mandatorily redeemable noncontrolling interest. During the three months ended March 31, 2025, the Company recorded interest expense of $66.4 million to adjust the fair value of the mandatorily redeemable noncontrolling interest. The fair value of the mandatorily redeemable noncontrolling interest was based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined by reference to either a discounted cash flow or EBITDA multiple, which approximates fair value (Level 3 fair value assessment) (See Note 2 and 8).