GHC Form 4: 2,800-share class exchange reported; 26,733 Class B retained

Rhea-AI Filing Summary

Director Laura O'Shaughnessy exchanged company share classes and reported her resulting holdings. On 10/07/2025 she reported an exchange transaction that moved 2,800 shares between Class A and Class B holdings. After the reported transactions she beneficially owns 26,733 Class B shares directly and reports an indirect holding of 5,600 Class B shares through a trust where she is a beneficiary but has no voting or investment power. She also disclaims beneficial ownership of certain shares held by her spouse and the trust. The filing was signed by an attorney-in-fact on 10/09/2025.

Positive

• Timely disclosure of the 10/07/2025 exchange and holdings (filed and signed by attorney-in-fact on 10/09/2025)
• Substantial direct stake retained by the director: 26,733 Class B shares reported
• Clear ownership disclaimers regarding spouse and trust holdings reduce ambiguity about voting and investment power

Negative

• None.

Insights

Corporate Governance Expert

Director executed a cross-class exchange without changing overall economic exposure.

The filing shows a Class B to Class A exchange and a corresponding exchange back noted for 10/07/2025

Such exchanges between Class A and Class B are typically administrative and do not change vote-weighted control when done on a one-for-one basis; the report clarifies her direct holding of 26,733 Class B shares and an indirect trust holding of 5,600. Monitor any future filings for net changes in either class over the next quarters for shifts in insider stake.

Insider Compliance Analyst

The Form 4 documents a routine, disclosed exchange and includes standard ownership disclaimers.

The transaction code and explanation indicate an exchange between share classes rather than an open-market purchase or sale; the reporting person disclaims voting and investment power over certain trust- and spouse-held shares.

From a compliance perspective the timely filing and use of an attorney-in-fact signature on 10/09/2025 meet disclosure requirements; watch subsequent Form 4s for any purchases/sales that change aggregate holdings materially within Q4 2025.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider O'Shaughnessy Laura

Role 10% Owner

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

Holdings After Transaction: Class A Common Stock — 5,500 shares (Direct); Class B Common Stock — 26,733 shares (Direct); Class B Common Stock — 8 shares (Indirect, Spouse); Class B Common Stock — 5,600 shares (Indirect, Trust)

Footnotes (6)

1. F1. Exchange of Class B shares held directly by the reporting person for the equivalent number of Class A shares.
2. F2. N/A
3. F3. The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.
4. F4. The reporting person's spouse is a trustee of the trust that owns the reported securities. The reporting person is a beneficiary of such trust but has no voting or investment power with respect to the shares held in such trust. The reporting person disclaims beneficial ownership of the reported securities.
5. F5. 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. F6. Exchange of Class A shares to be held directly by reporting person for the equivalent number of Class B shares.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/09/2025 - 04:12 PM Learn about SEC filing dates

FAQ

What transaction did Graham Holdings (GHC) director Laura O'Shaughnessy report on 10/07/2025?

She reported an exchange of 2,800 shares between Class A and Class B share classes on 10/07/2025.

How many Class B shares does Laura O'Shaughnessy beneficially own after the reported transaction?

The filing reports she beneficially owns 26,733 Class B shares directly following the transaction.

Are there any indirect holdings disclosed for the reporting person?

Yes. The filing discloses an indirect holding of 5,600 Class B shares through a trust where she is a beneficiary but has no voting or investment power.

Does the reporting person claim voting or investment power over the spouse or trust shares?

No. The filing explicitly states the reporting person disclaims beneficial ownership and has no voting or investment power over the spouse- or trust-held shares.

Who signed the Form 4 and when was it signed?

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

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 Laura

(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)

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

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(1)		2,800	D	(2)	26,733	D
Class B Common Stock								8	I	Spouse(3)
Class B Common Stock								5,600	I	Trust(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	(2)	5,500	D

Explanation of Responses:

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

2. N/A

3. The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.

4. The reporting person's spouse is a trustee of the trust that owns the reported securities. The reporting person is a beneficiary of such trust but has no voting or investment power with respect to the shares held in 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 directly by 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.