Graham Holdings (GHC) Form 4: 7,582 options exercised, 6,839 withheld

Graham Holdings (GHC) insider filed a Form 4 reporting an option exercise and related share withholding.

Rhea-AI Filing Summary

Graham Holdings (GHC) insider filed a Form 4 reporting an option exercise and related share withholding. On 11/11/2025, the reporting person exercised 7,582 options (code M) at $872.01 per share, executed on a net settlement basis ahead of the November 12, 2025 expiration. A subsequent transaction (code F) showed 6,839 shares disposed at $1,085.29, consistent with tax/settlement withholding. Following these transactions, direct beneficial ownership was 27,476 Class B shares. The filing also lists 8 shares held indirectly by a spouse and 5,600 shares held in a trust, with beneficial ownership disclaimed.

Insider Trade Summary

7,582 shares exercised/converted

Exercise 6 txns

Insider O'Shaughnessy Laura

Role 10% Owner

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	7,582	$0.00	$0.00
Exercise	Class B Common Stock	7,582	$872.01	$6.61M
Exercise Price or Tax Liability	Class B Common Stock	6,839	$1,085.29	$7.42M
holding	Class A Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 contracts (Indirect, Spouse); Class B Common Stock — 27,476 shares (Direct); Class A Common Stock — 5,500 contracts (Direct); Class B Common Stock — 8 shares (Indirect, Spouse); Class B Common Stock — 5,600 shares (Indirect, Trust)

Footnotes (5)

1. F1. The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.
2. F2. The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.
3. F3. 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.
4. F4. 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.
5. F5. The stock option is fully vested. After this exercise of 7,582 options, the reporting person's spouse has no options remaining under the related grant.

FAQ

What insider transaction did GHC report on Form 4?

An option exercise of 7,582 Class B shares (code M) at $872.01 on 11/11/2025, followed by a withholding/disposition of 6,839 shares (code F) at $1,085.29.

What are the reporting person’s direct holdings after the transactions for GHC?

Direct beneficial ownership is 27,476 Class B shares after the reported transactions.

Were any shares reported as indirectly owned for GHC?

Yes. 8 shares via spouse and 5,600 shares via a trust; the filing disclaims beneficial ownership and notes no voting or investment power.

What was the option expiration related to the GHC exercise?

The exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.

What do the transaction codes M and F mean in the GHC Form 4?

Code M indicates an option exercise. Code F reflects share withholding/disposition, typically for taxes or exercise costs.

Is there any conversion feature noted for GHC shares?

Yes. Class A Common Stock is convertible into Class B on a one-for-one basis with no expiration date.

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Accepted by SEC EDGAR 11/13/2025 - 04:29 PM Learn about SEC filing dates

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)
11/11/2025

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	11/11/2025		M		7,582	A	$872.01	34,315	D
Class B Common Stock	11/11/2025		F		6,839(1)	D	$1,085.29	27,476	D
Class B Common Stock								8	I	Spouse(2)
Class B Common Stock								5,600	I	Trust(3)

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	(4)							(4)	(4)	Class B Common Stock	5,500		5,500	D
Employee Stock Option (Right to Buy)	$872.01	11/11/2025		M			7,582	(5)	11/12/2025	Class B Common Stock	7,582	$0	0	I	Spouse

Explanation of Responses:

1. The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.

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

3. 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.

4. 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.

5. The stock option is fully vested. After this exercise of 7,582 options, the reporting person's spouse has no options remaining under the related grant.

	/s/ Nicole Maddrey, attorney-in-fact	11/13/2025
	** 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.