Graham Holdings Co (GHC) director adds Class B shares via fee election

Rhea-AI Filing Summary

Graham Holdings Co director reports small stock acquisition under fee program

A Graham Holdings Co director reported acquiring Class B common stock through the company’s Director Share Purchase Program. On 01/02/2026, the director elected to receive a portion of board fees in stock instead of cash, resulting in the acquisition of 8 shares of Class B common stock at a price of $1,091.18 per share. After this transaction, the director beneficially owned 33 shares of Class B common stock, held indirectly through a revocable trust.

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
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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^*

Markell Jack A.

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS 1812 NORTH MOORE ST.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A(1)		8	A	$1,091.18	33	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	01/05/2026
	** 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.

FAQ

What insider transaction did Graham Holdings Co (GHC) report?

A Graham Holdings Co director reported acquiring 8 shares of Class B common stock on 01/02/2026 through an election to receive director fees in stock instead of cash.

At what price were the newly acquired Graham Holdings (GHC) shares recorded?

The 8 newly acquired Class B common shares were recorded at a price of $1,091.18 per share.

How many Graham Holdings (GHC) shares does the director own after this transaction?

Following the reported transaction, the director beneficially owned 33 shares of Graham Holdings Class B common stock.

How does the director hold the reported Graham Holdings (GHC) shares?

The 33 Class B common shares are held indirectly through a revocable trust, as indicated on the form.

What is the purpose of the Director Share Purchase Program at Graham Holdings (GHC)?

The Director Share Purchase Program allows directors to elect to receive a portion of their fees for board service in company stock instead of cash.

Is the reporting person a director of Graham Holdings Co (GHC)?

Yes. The form identifies the reporting person’s relationship to Graham Holdings Co as a director.