What is the Director Share Purchase Program mentioned in the Graham Holdings Form 4?

The Director Share Purchase Program allows directors to receive part of their service fees in stock instead of cash. In this filing, 19 Class B shares were acquired under that program as compensation to director Danielle Y. Conley through a revocable trust.

Graham Holdings (NYSE: GHC) director takes fees in 19 Class B shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Graham Holdings Co director Danielle Y. Conley reported an acquisition of Class B Common Stock through a compensation-related program. On July 1, 2026, a revocable trust associated with her received 19 shares at a reference price of $1,161.11 per share.

The footnote explains these shares were acquired under the Director Share Purchase Program, where a portion of director fees is taken in stock instead of cash. After this award, the revocable trust held 461 Class B shares in total, categorized as indirect ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CONLEY DANIELLE Y.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	19	$1,161.11	$22K

Holdings After Transaction: Class B Common Stock — 461 shares (Indirect, Revocable Trust)

Footnotes (1)

[object Object]

Key Figures

Shares acquired: 19 shares Reference price per share: $1,161.11 per share Total shares after transaction: 461 shares

3 metrics

Shares acquired 19 shares Class B Common Stock grant on July 1, 2026

Reference price per share $1,161.11 per share Value used for director fee stock election

Total shares after transaction 461 shares Class B Common Stock held indirectly by revocable trust

Key Terms

Director Share Purchase Program, Revocable Trust, Class B Common Stock, indirect ownership

4 terms

Revocable Trust financial

"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.

indirect ownership financial

"total_shares_following_transaction: 461.0000, ownership_type: indirect"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:54 PM Accepted by SEC EDGAR 07/06/2026 - 04:53 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^*

CONLEY DANIELLE Y.

(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)
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	07/01/2026		A⁽¹⁾		19	A	$1,161.11	461	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)
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)

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 Danielle Conley	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Graham Holdings (GHC) director Danielle Y. Conley report on this Form 4?

Danielle Y. Conley reported an acquisition of Class B Common Stock. A revocable trust associated with her received 19 shares as part of a director fee program, increasing its total holdings to 461 shares categorized as indirect ownership.

How many Graham Holdings Class B shares were acquired and at what price?

The filing shows an acquisition of 19 Class B Common Stock shares at a reference price of $1,161.11 per share. This price reflects the value used for the director fee conversion into stock under the Director Share Purchase Program.

Is the Graham Holdings (GHC) transaction a market purchase or compensation grant?

The transaction is a compensation-related grant, not an open-market purchase. The footnote states the shares were acquired through the Director Share Purchase Program, where a portion of director fees is taken in stock instead of cash.

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

After this transaction, the revocable trust holds 461 Class B Common Stock shares. This total reflects indirect ownership attributed to Danielle Y. Conley and includes the 19 new shares acquired through the director fee stock program.

What does indirect ownership via a revocable trust mean for this Graham Holdings filing?

Indirect ownership via a revocable trust means the shares are held by the trust rather than directly by the individual. The Form 4 attributes 461 Class B shares to a revocable trust associated with director Danielle Y. Conley as indirect holdings.