Graham Holdings (NYSE: GHC) CEO shifts 12,000 Class A/B shares in family restructure
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Graham Holdings Co President and CEO Timothy J. O'Shaughnessy reported a restructuring involving 12,000 shares linked to his family and related entities. The filing shows 400 shares of Class B Common Stock moved in an exchange transaction, leaving him with 27,087 Class B shares, including shares in his 401(k) plan.
A trust for his spouse and children exchanged 5,600 Class B shares, and he is a trustee but not a beneficiary and disclaims beneficial ownership of those securities. Separately, his spouse acquired 6,000 shares of Class A Common Stock in an exchange for an equivalent number of Class B shares, which are convertible into Class B on a one-for-one basis with no expiration date. These are coded as "other" transactions rather than open-market buys or sells.
Positive
- None.
Negative
- None.
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 | 6,000 | $0.00 | -- |
| Other | Class B Common Stock | 5,600 | $0.00 | -- |
| Other | Class B Common Stock | 400 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 11,500 shares (Indirect, Spouse);
Class B Common Stock — 0 shares (Indirect, Trust for spouse and children);
Class B Common Stock — 27,087 shares (Direct, null)
Footnotes (1)
- Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares. Includes 11 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account. 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. Acquisition of Class A shares by the spouse of the reporting person in an exchange transaction for the equivalent number of Class B shares.
Key Figures
Restructured shares total: 12,000 shares
Direct Class B shares after: 27,087 shares
Direct Class B shares moved: 400 shares
+4 more
7 metrics
Restructured shares total
12,000 shares
Aggregate restructuringShares coded as other (J)
Direct Class B shares after
27,087 shares
Class B Common Stock held directly after transaction
Direct Class B shares moved
400 shares
Class B Common Stock in exchange transaction
Trust Class B shares exchanged
5,600 shares
Class B shares in trust for spouse and children
Spouse Class A shares
6,000 shares
Class A Common Stock acquired in exchange
Spouse Class A after
11,500 shares
Total Class A Common Stock held by spouse after transaction
Reported share price
$0.0000 per share
Price per share for all three J-coded transactions
Key Terms
Class B Common Stock, Class A Common Stock, beneficial ownership, 401(k) plan, +1 more
5 terms
Class B Common Stock financial
"Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares."
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.
Class A Common Stock financial
"Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis"
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.
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the reported securities."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
401(k) plan financial
"Includes 11 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account."
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
trust financial
"The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust."
FAQ
What insider transactions did GHC CEO Timothy O'Shaughnessy report?
Timothy J. O'Shaughnessy reported three "other" transactions totaling 12,000 shares. These involved exchanges between Class A and Class B shares held directly, by a family trust, and by his spouse, rather than open-market purchases or sales, indicating internal restructuring of holdings.
Were the reported GHC insider transactions open-market buys or sells?
No. All three transactions are coded "J" as other acquisitions or dispositions, with a reported price of $0.0000 per share. Footnotes describe them as exchange transactions between share classes, not open-market purchases or sales, and some involve entities where ownership is disclaimed.