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Form 4: GHC insider disposes 6,839 shares at $1,085.29

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Graham Holdings (GHC) reported insider activity by its President and CEO, who is also a director. On 11/11/2025, he exercised 7,582 employee stock options for Class B Common Stock at $872.01 (code M), and recorded a disposition of 6,839 Class B shares at $1,085.29 (code F). Following these transactions, direct beneficial ownership stands at 27,484 Class B shares, which includes 8 shares held in a 401(k) account. He also reports 5,600 shares held indirectly in a trust.

Positive

  • None.

Negative

  • None.
Insider O'Shaughnessy Timothy J
Role President and CEO
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 7,582 $0.00 --
Exercise Class B Common Stock 7,582 $872.01 $6.61M
Tax Withholding Class B Common Stock 6,839 $1,085.29 $7.42M
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Class B Common Stock — 34,323 shares (Direct); Class A Common Stock — 5,550 shares (Indirect, Spouse); Class B Common Stock — 5,600 shares (Indirect, Trust for spouse and children)
Footnotes (1)
  1. Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account. The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis. The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities. The stock option is fully vested. After this exercise of 7,582 options, there are no options remaining under the related grant. 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.
Form 4 Insider Transactions: What Each Field Means →
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 Timothy J
(Last) (First) (Middle)
C/O GRAHAM HOLDINGS COMPANY
1300 NORTH 17TH STREET, SUITE 1700
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025
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 11/11/2025 M 7,582 A $872.01 34,323(1) D
Class B Common Stock 11/11/2025 F 6,839(2) D $1,085.29 27,484 D
Class B Common Stock 5,600 I Trust for spouse and children(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $872.01 11/11/2025 M 7,582 (4) 11/12/2025 Class B Common Stock 7,582 $0 0 D
Class A Common Stock (5) (5) (5) Class B Common Stock 5,550 5,500 I Spouse
Explanation of Responses:
1. Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.
2. The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.
3. The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
4. The stock option is fully vested. After this exercise of 7,582 options, there are no options remaining under the related grant.
5. 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.
/s/ Nicole Maddrey, attorney-in-fact 11/13/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Graham Holdings (GHC) report?

On 11/11/2025, the President and CEO exercised 7,582 options (code M) and disposed of 6,839 Class B shares (code F).

At what prices were the GHC transactions recorded?

The option exercise price was $872.01 per share; the disposition price was $1,085.29 per share.

What is the CEO’s direct ownership after the transactions?

Direct beneficial ownership is 27,484 Class B shares, including 8 shares in a 401(k) account.

Are there any indirect holdings reported for GHC?

Yes, 5,600 Class B shares are held indirectly in a trust. The reporting person disclaims beneficial ownership.

Were any options remaining after the exercise?

No. After exercising 7,582 options, there are no options remaining under the related grant.

Was an expiration date referenced?

Yes. The exercise was executed in anticipation of the November 12, 2025 expiration date.