Director Jack A. Markell acquires GHC (GHC) Class B shares via fees

Rhea-AI Filing Summary

Graham Holdings Co director Jack A. Markell reported receiving 7 shares of Class B Common Stock at $1,161.11 per share. The shares were acquired indirectly through a Revocable Trust under a Director Share Purchase Program, where he elected to take director fees in stock instead of cash, bringing the trust’s holdings to 48 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Markell Jack A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	7	$1,161.11	$8K

Holdings After Transaction: Class B Common Stock — 48 shares (Indirect, Revocable Trust)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 7 shares Reported price per share: $1,161.11 per share Shares held after transaction: 48 shares

3 metrics

Shares acquired 7 shares Class B Common Stock awarded on 2026-07-01

Reported price per share $1,161.11 per share Value used for the 7 awarded shares

Shares held after transaction 48 shares Indirect holdings in Revocable Trust after award

Key Terms

Director Share Purchase Program, Revocable Trust, Class B Common Stock, grant/award acquisition

4 terms

Director Share Purchase Program financial

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

Revocable Trust financial

"direct_or_indirect": "I", "nature_of_ownership": "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": "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 acquisition financial

""transaction_action": "grant/award acquisition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:57 PM Accepted by SEC EDGAR 07/06/2026 - 04:56 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^*

Markell Jack A.

(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)		7	A	$1,161.11	48	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:

	/s/ Nicole M. Maddrey for Jack A. Markell	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)

FAQ

What insider transaction did GHC director Jack A. Markell report?

Jack A. Markell reported an acquisition of 7 shares of Graham Holdings Class B Common Stock. The shares were awarded under a Director Share Purchase Program in which he chose stock instead of cash fees, increasing indirect holdings in a Revocable Trust to 48 shares.

Was the GHC insider transaction an open-market buy or a share award?

The GHC insider transaction was a share award, not an open-market purchase. Shares were acquired under a Director Share Purchase Program by electing to receive director fees in stock in lieu of cash, reflecting compensation structure rather than a discretionary market trade.

How many Graham Holdings Class B shares does the Revocable Trust hold after this Form 4?

After this Form 4 transaction, the Revocable Trust holds 48 shares of Graham Holdings Class B Common Stock. This reflects the prior position plus 7 newly acquired shares received as director fees taken in stock instead of cash under the Director Share Purchase Program.

At what price per share were the GHC Class B shares attributed in this Form 4?

The 7 Class B shares in this Form 4 were attributed at $1,161.11 per share. This price is used for reporting the value of the stock received as director compensation under the Director Share Purchase Program rather than indicating an open-market trade price.

How is ownership of the reported GHC shares held in this insider filing?

Ownership of the reported Graham Holdings shares is indirect through a Revocable Trust. The filing classifies the holding type as indirect and identifies the nature of ownership as a Revocable Trust, meaning the shares are held by that trust rather than directly in the director’s name.