Graham Holdings (GHC) EVP Maas logs 1,000-share vesting, 377-share tax sale

Rhea-AI Filing Summary

Graham Holdings Company executive vice president Jacob Maas reported equity compensation activity in the company’s Class B Common Stock. On January 16, 2026, he acquired 1,000 shares at $0 per share upon vesting of a restricted stock unit award tied to stock price performance, then had 377 shares withheld at a price of $1,150.5 per share to cover associated taxes. After these transactions, Maas directly owned 6,657 Class B shares.

The filing explains that this award was granted on January 19, 2022 with price-based vesting. Each 1,000-share tranche vests when the Class B stock closes at or above specified price levels for 90 consecutive days on or before December 31, 2027. Earlier tranches vested when price goals up to the fourth threshold were met, and a fifth 1,000-share tranche may vest if the closing price exceeds $1,100 for 90 consecutive days, with potential additional 1,000-share increments for each further $100 price increase maintained for 90 days in that period.

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)
01/16/2026

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)	01/16/2026		A(2)		1,000(2)	A	$0(3)	7,034	D
Class B Common Stock	01/16/2026		F		377(4)	D	$1,150.5	6,657	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. On January 16, 2026, the fourth 1,000 shares vested following achievement of the fourth stock price goal.

2. Represents the fifth tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $1,100 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 $1,200 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	01/21/2026
	** 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 insider transaction did Graham Holdings (GHC) report for Jacob Maas?

The filing shows Executive VP Jacob Maas acquired 1,000 shares of Graham Holdings Class B Common Stock on January 16, 2026 from vesting of a restricted stock unit award, with a portion of shares then withheld for taxes.

How many Graham Holdings (GHC) shares does Jacob Maas own after this Form 4?

Following the reported transactions, Jacob Maas directly beneficially owned 6,657 shares of Graham Holdings Class B Common Stock.

What are the vesting conditions of Jacob Maas’s Graham Holdings (GHC) restricted stock unit award?

The award granted on January 19, 2022 vests in 1,000-share tranches when the Class B Common Stock closing price meets or exceeds specified levels (starting at $700 and increasing by $100) for 90 consecutive days on or before December 31, 2027.

How many tranches of the Graham Holdings (GHC) award to Jacob Maas have vested so far?

According to the filing, four 1,000-share tranches have vested after achieving successive stock price goals, with vesting dates on November 5, 2024, January 27, 2025, October 20, 2025, and January 16, 2026.

What is the next potential vesting milestone for Jacob Maas’s Graham Holdings (GHC) award?

The filing states the fifth 1,000-share tranche will vest if the Class B Common Stock closing price exceeds $1,100 for 90 consecutive days on or before December 31, 2027, with additional 1,000-share increments possible for each further $100 price increase maintained for 90 days.

Why were 377 Graham Holdings (GHC) shares disposed of in Jacob Maas’s Form 4?

The 377-share disposition at $1,150.5 per share is described as withholding of Class B shares to cover the tax liability from the vesting and settlement of the restricted stock unit award.