Graham Holdings director granted 21 Class B shares

Graham Holdings Co director G. Richard Wagoner Jr. received additional stock compensation through a board fee program.

Rhea-AI Filing Summary

Graham Holdings Co director G. Richard Wagoner Jr. received additional stock compensation through a board fee program. A revocable trust associated with him acquired 21 shares of Class B Common Stock on July 1 at $1,161.11 per share, in lieu of cash director fees. Following this grant, the trust holds 1,554 shares indirectly.

Insider Trade Summary

Grant/Award: 21 shares

Grant/Award 1 txn

Insider WAGONER G RICHARD JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	21	$1,161.11	$24K

Holdings After Transaction: Class B Common Stock — 1,554 shares (Indirect, Revocable Trust)

Footnotes (1)

1. F1. Securities acquired pursuant to the Director's election under the Director Share Purchase Program to receive a portion of the fees received for service as a director in stock in lieu of cash.

Key Figures

Shares acquired: 21 shares Price per share: $1,161.11 per share Total shares after transaction: 1,554 shares

3 metrics

Shares acquired 21 shares Class B Common Stock grant on July 1, 2026

Price per share $1,161.11 per share Valuation used for director fee stock election

Total shares after transaction 1,554 shares Indirect holdings in revocable trust after grant

Key Terms

Director Share Purchase Program, Revocable Trust, Class B Common Stock, Grant, award, or other acquisition

4 terms

Director Share Purchase Program financial

"Director's election under the Director Share Purchase Program to receive a portion of the fees"

Revocable Trust financial

"direct or indirect ownership noted as Revocable Trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

Class B Common Stock financial

"security title listed as Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Grant, award, or other acquisition financial

"transaction code A described as Grant, award, or other acquisition"

FAQ

What did GHC director G. Richard Wagoner Jr. report in this Form 4?

He reported an acquisition of 21 shares of Class B Common Stock. These shares were received as stock compensation under a director fee program instead of cash, increasing indirect holdings in a revocable trust to 1,554 shares.

Was the Graham Holdings (GHC) transaction an open-market stock purchase?

No, it was not an open-market purchase. The 21 shares were acquired as a grant under the Director Share Purchase Program, where the director elected to receive part of his board fees in stock rather than in cash.

How many Graham Holdings Class B shares does the trust hold after this grant?

After the grant, the revocable trust holds 1,554 Class B Common shares. This figure reflects the total indirect holdings reported for G. Richard Wagoner Jr. following the July 1 stock compensation transaction.

At what price were the GHC shares credited in this director fee transaction?

The 21 Class B Common Stock shares were valued at $1,161.11 per share. This price was used to convert a portion of the director’s cash fees into stock under the Director Share Purchase Program on July 1.

How is ownership of the reported GHC shares structured for this director?

The shares are held indirectly through a revocable trust. The Form 4 lists the ownership as indirect with the nature of ownership identified as a Revocable Trust, rather than shares held directly in the director’s own name.

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Available on EDGAR 07/06/2026 - 04:59 PM Accepted by SEC EDGAR 07/06/2026 - 04:59 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^*

WAGONER G RICHARD JR

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS 1812 NORTH MOORE ST.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	07/01/2026		A(1)		21	A	$1,161.11	1,554	I	Revocable Trust

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. Securities acquired pursuant to the Director's election under the Director Share Purchase Program to receive a portion of the fees received for service as a director in stock in lieu of cash.

Remarks:

	Nicole Maddrey for G. Richard Wagoner, Jr.	07/06/2026
	** 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)