Acquisitions. In March 2026, the Company acquired one small business which is included in other healthcare businesses. The assets and liabilities of the company acquired were recorded at their estimated fair values at the date of acquisition.

During 2025, the Company acquired five businesses: one in education, two in other healthcare businesses, one in manufacturing and one in automotive for $71.2 million in cash and the assumption of floor plan payables and $107.5 million in net pension obligations. The assets and liabilities of the companies acquired were recorded at their estimated fair values at the date of acquisition.

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

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

Acquisition-related costs for the acquisition that closed during the first three months of 2026 were expensed as incurred. The aggregate purchase price of the 2025 acquisitions was allocated as follows, based on the acquisition date fair values to the following assets and liabilities:


	Purchase Price Allocation
	Year Ended
(in thousands)	December 31, 2025
Accounts receivable	$	11,641
Inventory	32,731
Property, plant and equipment	35,920
Lease right-of-use assets	3,642
Goodwill	51,943
Indefinite-lived intangible assets	15,500
Amortized intangible assets	41,300
Deferred income taxes	13,947
Other assets	221
Pension liabilities	(107,517)
Floor plan payables	(4,939)
Other liabilities	(18,371)
Current and noncurrent lease liabilities	(4,783)


Aggregate purchase price, net of cash acquired	$	71,235

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded due to these acquisitions is attributable to the assembled workforces of the acquired companies and expected synergies. The Company expects to deduct $12.4 million of goodwill for income tax purposes for the acquisitions completed in 2025.

The acquired companies were consolidated into the Company’s financial statements starting on their respective acquisition dates. The following unaudited pro forma financial information includes the 2025 acquisitions as if they occurred at the beginning of 2024:

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

Disposition of Businesses. During the first quarter of 2026, Kaplan entered into a Share Purchase Agreement to sell the KLG business, which is included in Kaplan international. KLG comprises Kaplan International Languages, Alpadia Language Schools, Azurlingua and English as a second language (ESL) Education. As a result, the Company classified the assets and liabilities of KLG as held for sale in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2026. The sale is expected to close on May 1, 2026.


	As of
(in thousands)	March 31, 2026
Cash and cash equivalents	$	28,801
Restricted cash	6,041
Accounts receivable, net	7,779
Prepaid expenses	5,934
Other current assets	585
Current Assets Held for Sale	49,140
Property, plant and equipment, net	8,106
Lease right-of-use assets	19,772
Amortized intangible assets, net	458
Deferred charges and other assets	2,400
Valuation allowance on assets held for sale	(16,587)
Noncurrent Assets Held for Sale	$	14,149

Accounts payable and accrued liabilities	$	18,877
Deferred revenue	31,696
Income taxes payable	(35)
Current portion of lease liabilities	5,464
Current Liabilities Held for Sale	56,002
Other liabilities	1,768
Deferred income taxes	(3,545)
Lease liabilities	14,124
Noncurrent Liabilities Held for Sale	$	12,347

The Company measures the assets and liabilities of a disposal group classified as held for sale at the lower of its carrying value or fair value less costs to sell. The Company determined that the fair value less costs to sell of the KLG disposal group did not exceed its carrying value. As a result, upon classification of the KLG disposal group as held for sale, the Company recognized total impairment charges of $19.0 million, consisting of a $1.0 million goodwill impairment charge and an $18.0 million impairment charge related to the asset group held for sale. This resulted in the Company recording a $16.6 million valuation allowance in order to reduce the carrying value of the KLG disposal group to its fair value less costs to sell. The Company used a market approach to estimate the fair value of the KLG disposal group.

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

Other Transactions. In March 2026, the Company acquired some of the minority-owned shares of CSI Pharmacy Holding Company, LLC (CSI) for a total amount of $41.0 million. The Company paid cash of $16.4 million and entered into promissory notes with the minority owners for the remaining $24.6 million at an interest rate of 8% per annum. The notes are included in other indebtedness (see Note 7) and payable in quarterly installments with the final payment due on April 1, 2028. Following the redemption, the Company owns 93.4% of CSI.

In January 2026, pursuant to the exercise of a put right, the Company purchased some of the minority-owned interest of Clarus for $1.0 million. Following the redemption, the Company owns 97.5% of Clarus.

In October 2025, pursuant to the exercise of a put right, the Company purchased some of the minority-owned interest of Clarus for $0.4 million. Following the redemption, the Company owned 95.75% of Clarus.

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

The settlement agreement resulted in a $66.2 million increase to the mandatorily redeemable noncontrolling interest obligation, which the Company recorded as interest expense in the first quarter of 2025. The remaining mandatorily redeemable noncontrolling interest obligation related to GHC One and GHC Two LLC (GHC Two) was $7.6 million at March 31, 2026, with $6.0 million included in current liabilities due to the expected dissolution of GHC One within one year.

In December 2024, the Company acquired some of the minority-owned shares of CSI for a total estimated amount of $2.0 million. The Company paid cash of $0.6 million and entered into a promissory note with the minority owner for the remaining $1.4 million at an interest rate of 5.5% per annum. The note was included in other indebtedness (see Note 7) and was due and payable on January 31, 2026. Following the redemption, the Company owned 87.5% of CSI. Pursuant to the terms of the purchase agreement, the purchase price was finalized in December 2025, resulting in an additional amount payable of $0.1 million, plus interest at 5.5% per annum, to the minority owner. The note was subsequently paid in the first quarter of 2026.

As of March 31, 2026, the Company holds a controlling financial interest in GHC One and GHC Two and therefore includes the assets, liabilities, results of operations and cash flows in its consolidated financial statements. GHC One acquired Clarus during 2019. GHC Two acquired Impact Medical during 2021 and Skin Clique and Surpass in 2022. The Company accounts for the minority ownership of the group of current and former senior managers in GHC One and GHC Two as a mandatorily redeemable noncontrolling interest (see Note 8).