What does the 12,633-share transaction in GHC represent?

The 12,633-share transaction represents a distribution of Class A shares from trusts under their terms, reported as an “other acquisition or disposition” (transaction code J). It is classified as a restructuring event rather than a market sale or purchase.

Graham Holdings director reports trust share move

Q: What insider transaction did GHC’s Donald Graham report?

Donald Graham reported an indirect disposition of 12,633 Class A shares on 2026-08-13. The shares were distributed pursuant to the terms of trusts of which he is both trustee and beneficiary, classified as an “other” restructuring transaction (code J).

Q: Are GHC Class A shares convertible into Class B shares?

Yes. Shares of GHC Class A Common Stock are convertible into Class B Common Stock at any time on a one-for-one basis and have no expiration date, according to the footnote in the insider transaction report.

Q: Was the GHC insider transaction executed under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, indicating the reported restructuring transaction in GHC shares was not affirmed as executed under a pre-arranged Rule 10b5-1 trading plan.

Donald Graham, a director and more than 10% owner of Graham Holdings Co, reported an indirect disposition of 12,633 shares of Class A Common Stock on 2026-08-13 through trusts of which he is a trustee and beneficiary.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Donald Graham, a director and more than 10% owner of Graham Holdings Co, reported an indirect disposition of 12,633 shares of Class A Common Stock on 2026-08-13 through trusts of which he is a trustee and beneficiary. Following this trust-related distribution, his indirect holdings in Class A shares total 375,592. Shares of Class A Common Stock are convertible into Class B Common Stock on a one-for-one basis with no expiration date.

Insider Trade Summary

Other: 12,633 shares

Other 2 txns

Insider GRAHAM DONALD

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock ^{F1, F2, F3}	12,633	--	--
holding	Class A Common Stock ^F1	--	--	--

Holdings After Transaction: Class A Common Stock — 375,592 contracts (Indirect, Beneficiary of Trusts); Class A Common Stock — 0 contracts (Direct)

Footnotes (3)

F1. 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.
F2. Distribution of Class A shares pursuant to the terms of a trust of which the reporting person is a trustee and beneficiary.
F3. N/A

Key Figures

Shares restructured: 12,633 shares of Class A Common Stock Indirect holdings after transaction: 375,592 shares of Class A Common Stock Conversion ratio: 1 Class A share to 1 Class B share +1 more

4 metrics

Shares restructured 12,633 shares of Class A Common Stock Distribution via trusts on 2026-08-13, transaction code J

Indirect holdings after transaction 375,592 shares of Class A Common Stock Held indirectly as beneficiary of trusts after restructuring

Conversion ratio 1 Class A share to 1 Class B share Class A Common Stock convertible into Class B Common Stock, no expiration

Restructuring shares 12,633 Classified as restructuring shares in transaction summary

Key Terms

Class A Common Stock, Class B Common Stock, Beneficiary of Trusts, transaction code J, +1 more

5 terms

Class A Common Stock financial

"Shares of Class A Common Stock are convertible into shares of Class B"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"convertible into shares of Class B Common Stock at any time on a one-for-one"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Beneficiary of Trusts financial

"indirect, nature_of_ownership: Beneficiary of Trusts"

transaction code J financial

"transaction_code: J, transaction_code_description: Other acquisition or disposition"

Rule 10b5-1 regulatory

"aff_10b5_one is the filing's document-level Rule 10b5-1 checkbox"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GHC’s Donald Graham report?

Donald Graham reported an indirect disposition of 12,633 Class A shares on 2026-08-13. The shares were distributed pursuant to the terms of trusts of which he is both trustee and beneficiary, classified as an “other” restructuring transaction (code J).

How many Graham Holdings (GHC) shares does Donald Graham hold after this filing?

After the reported transaction, Donald Graham’s indirect holdings total 375,592 shares of Class A Common Stock. These shares are held through trusts where he is a beneficiary, as disclosed in the Form 4 and related footnotes.

Are GHC Class A shares convertible into Class B shares?

Yes. Shares of GHC Class A Common Stock are convertible into Class B Common Stock at any time on a one-for-one basis and have no expiration date, according to the footnote in the insider transaction report.

Was the GHC insider transaction executed under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, indicating the reported restructuring transaction in GHC shares was not affirmed as executed under a pre-arranged Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 08/14/2026 - 04:20 PM Accepted by SEC EDGAR 08/14/2026 - 04:14 PM

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^*

GRAHAM DONALD

(Last)

(First)

(Middle)

C/O GRAHAM HOLDINGS COMPANY

1812 NORTH MOORE STREET, SUITE 2100

(Street)

ARLINGTON

VIRGINIA

22209

(City)

(State)

(Zip)

UNITED STATES

(Country)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class B Common Stock	⁽¹⁾		150,469	D
Class A Common Stock	⁽¹⁾	08/13/2026		J⁽²⁾			12,633	⁽¹⁾	⁽¹⁾	Class B Common Stock	⁽¹⁾	⁽³⁾	375,592	I	Beneficiary of Trusts

Explanation of Responses:

1. 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.

2. Distribution of Class A shares pursuant to the terms of a trust of which the reporting person is a trustee and beneficiary.

3. N/A

	/s/ Nicole Maddrey, attorney-in-fact	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR