Graham Holdings insider restructures share classes

Q: What transactions did Laura O'Shaughnessy report in the GHC Form 4?

Laura O'Shaughnessy reported code J restructuring transactions on August 13, 2026, exchanging 4,211 Class B shares for Class A and acquiring another 4,211 Class A shares from a trust distribution, while updating her remaining Class B holdings.

Q: How many Graham Holdings (GHC) Class B shares did O'Shaughnessy exchange?

O'Shaughnessy exchanged 4,211 shares of Class B Common Stock for an equivalent number of Class A shares. The footnote states this was an exchange transaction on a one-for-one basis between the two share classes.

Q: What are Laura O'Shaughnessy’s Class B holdings in GHC after these transactions?

After the restructuring, O'Shaughnessy directly holds 22,865 Class B Common Stock shares. An additional 13 Class B shares are held indirectly by her spouse, over which she has no voting or investment power and disclaims beneficial ownership.

Q: Did Laura O'Shaughnessy acquire additional Graham Holdings Class A shares?

Yes. She acquired 4,211 Class A Common Stock shares from a distribution pursuant to the terms of a trust, in addition to the 4,211 Class A shares received in exchange for Class B shares.

Q: How are the spouse-held Graham Holdings (GHC) shares treated in this Form 4?

The filing shows 13 Class B shares held indirectly through O'Shaughnessy’s spouse. A footnote states she has no voting or investment power over these shares and disclaims beneficial ownership.

Graham Holdings Co major shareholder Laura O'Shaughnessy reported several code J restructuring transactions involving the company’s dual-class shares.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Graham Holdings Co major shareholder Laura O'Shaughnessy reported several code J restructuring transactions involving the company’s dual-class shares. She disposed of 4,211 shares of Class B Common Stock in an exchange for an equivalent number of Class A shares, and separately acquired another 4,211 Class A shares from a trust distribution. Following these changes, she directly holds 22,865 Class B shares and has an additional 13 Class B shares held indirectly by her spouse, for which she has no voting or investment power and disclaims beneficial ownership.

Insider Trade Summary

Other: 12,633 shares

Other 4 txns

Insider O'Shaughnessy Laura

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock ^{F4, F5, F2}	4,211	--	--
Other	Class A Common Stock ^{F4, F6, F2}	4,211	--	--
Other	Class B Common Stock ^{F1, F2}	4,211	--	--
holding	Class B Common Stock ^F3	--	--	--

Holdings After Transaction: Class A Common Stock — 19,922 contracts (Direct); Class B Common Stock — 22,865 shares (Direct); Class B Common Stock — 13 shares (Indirect, Spouse)

Footnotes (6)

F1. Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares.
F2. N/A
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.
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.
F5. Acquisition of Class A shares in an exchange transaction for the equivalent number of Class B shares.
F6. Acquisition of Class A shares from a distribution pursuant to the terms of a trust.

Key Figures

Class B shares exchanged: 4,211 shares Class A shares acquired from trust: 4,211 shares Class B shares held directly after: 22,865 shares +2 more

5 metrics

Class B shares exchanged 4,211 shares Disposition of Class B in exchange for equivalent Class A shares

Class A shares acquired from trust 4,211 shares Acquisition of Class A from a distribution pursuant to the terms of a trust

Class B shares held directly after 22,865 shares Direct Class B Common Stock holdings following the reported transactions

Class B shares held indirectly (spouse) 13 shares Indirect Class B holdings via spouse, with disclaimed beneficial ownership

Total restructuring shares 12,633 shares Shares involved in code J restructuring transactions

Key Terms

exchange transaction, distribution pursuant to the terms of a trust, beneficial ownership, voting or investment power, +1 more

5 terms

exchange transaction financial

"Disposition of Class B shares in an exchange transaction for the equivalent number"

distribution pursuant to the terms of a trust financial

"Acquisition of Class A shares from a distribution pursuant to the terms of a trust."

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.

voting or investment power financial

"The reporting person has no voting or investment power with respect to such shares."

convertible financial

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

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

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

What transactions did Laura O'Shaughnessy report in the GHC Form 4?

Laura O'Shaughnessy reported code J restructuring transactions on August 13, 2026, exchanging 4,211 Class B shares for Class A and acquiring another 4,211 Class A shares from a trust distribution, while updating her remaining Class B holdings.

How many Graham Holdings (GHC) Class B shares did O'Shaughnessy exchange?

O'Shaughnessy exchanged 4,211 shares of Class B Common Stock for an equivalent number of Class A shares. The footnote states this was an exchange transaction on a one-for-one basis between the two share classes.

What are Laura O'Shaughnessy’s Class B holdings in GHC after these transactions?

After the restructuring, O'Shaughnessy directly holds 22,865 Class B Common Stock shares. An additional 13 Class B shares are held indirectly by her spouse, over which she has no voting or investment power and disclaims beneficial ownership.

Did Laura O'Shaughnessy acquire additional Graham Holdings Class A shares?

Yes. She acquired 4,211 Class A Common Stock shares from a distribution pursuant to the terms of a trust, in addition to the 4,211 Class A shares received in exchange for Class B shares.

How are the spouse-held Graham Holdings (GHC) shares treated in this Form 4?

The filing shows 13 Class B shares held indirectly through O'Shaughnessy’s spouse. A footnote states she has no voting or investment power over these shares and disclaims beneficial ownership.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 08/14/2026 - 04:24 PM Accepted by SEC EDGAR 08/14/2026 - 04:16 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^*

O'Shaughnessy Laura

(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)

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)
Class B Common Stock	08/13/2026		J⁽¹⁾		4,211	D	⁽²⁾	22,865	D
Class B Common Stock								13	I	Spouse⁽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)
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	⁽⁴⁾	08/13/2026		J⁽⁵⁾		4,211		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,211	⁽²⁾	15,711	D
Class A Common Stock	⁽⁴⁾	08/13/2026		J⁽⁶⁾		4,211		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,211	⁽²⁾	19,922	D

Explanation of Responses:

1. Disposition of Class B shares in an exchange transaction 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. 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. Acquisition of Class A shares in an exchange transaction for the equivalent number of Class B shares.

6. Acquisition of Class A shares from a distribution pursuant to the terms of a trust.

	/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