GHC insider reports 1,000-share RSU vesting and 501-share tax cover

Rhea-AI Filing Summary

Graham Holdings (GHC)October 20, 2025, 1,000 Class B Common Stock shares vested from a price-based RSU award and were acquired at $0. To cover taxes, 501 shares were withheld at a price of $987.72. Following these transactions, the reporting person beneficially owns 6,034 shares directly.

The RSU award vests in 1,000‑share increments upon stock-price milestones maintained for 90 consecutive days through December 31, 2027. Prior milestones vested on November 5, 2024 and January 27, 2025; the next tranche would vest if the Class B closing price exceeds $1,000 for 90 consecutive days, with additional 1,000‑share increments for each further $100 increase achieved within the period.

10/22/2025 - 04:17 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

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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^*

Maas, Jacob

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS COMPANY

1812 NORTH MOORE STREET, SUITE 2100

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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(1)	10/20/2025		A(2)		1,000(2)	A	$0(3)	6,535	D
Class B Common Stock	10/20/2025		F		501(4)	D	$987.72	6,034	D

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

Explanation of Responses:

1. On January 19, 2022, the reporting person received a restricted stock unit award (Award) with price-based vesting conditions. The terms of the Award provide that 1,000 shares vest if the issuer's Class B Common Stock's closing price meets or exceeds $700 for 90 consecutive calendar days on or before December 31, 2027, with an additional 1,000 shares vesting following each additional incremental increase of $100 in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027. On November 5, 2024, the first 1,000 shares vested following achievement of the first stock price goal. On January 27, 2025, the second 1,000 shares vested following achievement of the second stock price goal. On October 20, 2025, the third 1,000 shares vested following achievement of the third stock price goal.

2. Represents the fourth tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $1,000 for 90 consecutive calendar days on or before December 31, 2027. As noted above, if such price-based vesting condition is satisfied, the reporting person is eligible for vesting of additional 1,000 share increments of Class B Common Stock for each additional $100 increase in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027 (e.g., if the closing price of the issuer's Class B Common Stock exceeds $1,100 for 90 consecutive calendar days, then 1,000 additional shares of Class B Common stock will vest).

3. N/A

4. Represents withholding of Class B shares for the tax liability associated with the vesting and settlement of the restricted stock unit award referred to in footnote 1 above.

Remarks:

	/s/ Nicole M. Maddrey, attorney-in-fact	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did GHC disclose in this Form 4?

An Executive VP reported the vesting of 1,000 Class B shares from an RSU on October 20, 2025 and tax withholding of 501 shares.

What price was used for the tax withholding?

The company withheld 501 shares at a price of $987.72 to satisfy tax obligations.

How many GHC shares does the insider own after the transactions?

The reporting person beneficially owns 6,034 Class B shares directly after these transactions.

What are the RSU vesting conditions mentioned for GHC?

The award vests in 1,000-share increments when the Class B closing price meets increasing milestones for 90 consecutive days through December 31, 2027.

Which prior RSU tranches already vested?

Tranches vested on November 5, 2024 and January 27, 2025, in addition to the October 20, 2025 tranche.

What triggers the next tranche to vest?

Vesting occurs if the Class B closing price exceeds $1,000 for 90 consecutive days, with additional 1,000 shares for each further $100 increase achieved within the period.