GHC Form 4: O'Shaughnessy converts 2,800 Class B to Class A; trust holds 5,600

Rhea-AI Filing Summary

Graham Holdings Company director and President & CEO Timothy J. O'Shaughnessy reported related transactions on 10/07/2025. He disposed of 2,800 Class B common shares via an exchange for the equivalent number of Class A shares, leaving him with 26,741 Class B shares directly. The filing also shows 5,600 Class B shares held indirectly in a trust for his spouse and children, where he is trustee but disclaims beneficial ownership. Eight Class B shares are held in his 401(k) account. The Form 4 was signed by an attorney-in-fact on 10/09/2025.

Positive

• Timothy J. O'Shaughnessy remains a significant direct holder with 26,741 Class B shares following the exchange
• Transaction disclosed the trustee relationship and explicit disclaimer, improving transparency
• 8 Class B shares held in the reporting person's 401(k) are separately identified

Negative

• 2,800 Class B shares were disposed of (exchanged), reducing direct Class B holdings
• Indirect trust holdings of 5,600 Class B shares are controlled by a trust for spouse and children, which may limit the reporting person's direct voting influence on those shares

Insights

Corporate Insider / Governance Analyst

Insider converted voting shares and retained meaningful direct holdings.

The reporting person exchanged 2,800 Class B shares for Class A shares on 10/07/2025

The transaction reduced direct Class B holdings to 26,741 while leaving 5,600 Class B shares in a trust where the reporting person is trustee but disclaims beneficial ownership; this preserves governance structure while enabling transfer to family. Watch any future filings for additional conversions or sales over the next several reporting periods.

Compliance / SEC Reporting Specialist

Form 4 shows compliant disclosure of exchange and indirect holdings.

The filing uses transaction code J to indicate exchanges between share classes and discloses the trustee relationship and disclaimer of beneficial ownership for the trust-held 5,600 shares.

Key items to monitor include subsequent Form 4 amendments or additional transactions that change direct ownership counts; filings within the statutory reporting window confirm timely disclosure.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider O'Shaughnessy Timothy J

Role President and CEO

Type	Security	Shares	Price	Value
Other	Class A Common Stock	2,800	$0.00	--
Other	Class B Common Stock	2,800	$0.00	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 5,500 shares (Indirect, Spouse); Class B Common Stock — 26,741 shares (Direct); Class B Common Stock — 5,600 shares (Indirect, Trust for spouse and children)

Footnotes (1)

1. Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account. Exchange of Class B shares held directly by the reporting person for the equivalent number of Class A shares. N/A The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities. Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date. Exchange of Class A shares to be held by the spouse of the reporting person for the equivalent number of Class B shares.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Shaughnessy Timothy J

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS COMPANY

1300 NORTH 17TH STREET, SUITE 1700

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Graham Holdings Co [ GHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	10/07/2025		J(2)		2,800	D	(3)	26,741(1)	D
Class B Common Stock								5,600	I	Trust for spouse and children(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock	(5)	10/07/2025		J(6)		2,800		(5)	(5)	Class B Common Stock	2,800	(3)	5,500	I	Spouse

Explanation of Responses:

1. Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.

2. Exchange of Class B shares held directly by the reporting person for the equivalent number of Class A shares.

3. N/A

4. The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.

5. Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date.

6. Exchange of Class A shares to be held by the spouse of the reporting person for the equivalent number of Class B shares.

	/s/ Nicole Maddrey, attorney-in-fact	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Graham Holdings (GHC) insider Timothy O'Shaughnessy report on 10/07/2025?

He reported an exchange of 2,800 Class B shares for Class A shares and retained 26,741 Class B shares directly after the transaction.

How many Class B shares does the reporting person hold indirectly after the filing?

The filing shows 5,600 Class B shares held indirectly in a trust for the spouse and children, where he is trustee but disclaims beneficial ownership.

Does the Form 4 disclose any 401(k) holdings for the reporting person?

Yes. The report includes 8 Class B shares held in the reporting person's Graham Holdings Company 401(k) plan account.

What transaction code indicates the exchange between share classes?

The filing uses transaction code J, which denotes an exchange of one class of security for another.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Nicole Maddrey, attorney-in-fact on 10/09/2025.