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Graham Holdings (NYSE: GHC) exec vests 1,000 shares, withholds 501 for taxes

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Form Type
4

Rhea-AI Filing Summary

Graham Holdings Co (GHC) reported that Executive VP Jacob Maas had 1,000 shares of Class B Common Stock credited to him on August 28, 2026 from a price-based restricted stock unit award. On the same date, 501 Class B shares were withheld at $1,159.23 per share to cover tax liabilities from this vesting. Earlier tranches of the award vested as stock price targets were met, and a sixth tranche will vest only if the Class B share price exceeds $1,200 for 90 consecutive days on or before December 31, 2027.

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Insider Maas, Jacob
Role Executive VP
Type Security Shares Price Value
Grant/Award Class B Common Stock F1, F2, F3, F4 1,000 $0.00 $0.00
Tax Withholding Class B Common Stock F5 501 $1,159.23 $581K
Holdings After Transaction: Class B Common Stock — 7,156 shares (Direct)
Footnotes (5)
  1. F1. On January 19, 2022, the reporting person received a restricted stock unit award (Award) with price-based vesting conditions. The terms of the Award provide that 1,000 shares vest if the issuer's Class B Common Stock's closing price meets or exceeds $700 for 90 consecutive calendar days on or before December 31, 2027, with an additional 1,000 shares vesting following each additional incremental increase of $100 in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027.
  2. F2. On November 5, 2024, the first 1,000 shares vested following achievement of the first stock price goal. On January 27, 2025, the second 1,000 shares vested following achievement of the second stock price goal. On October 20, 2025, the third 1,000 shares vested following achievement of the third stock price goal. On January 16, 2026, the fourth 1,000 shares vested following achievement of the fourth stock price goal. On August 28, 2026, the fifth 1,000 shares vested following achievement of the fifth stock price goal.
  3. F3. Represents the sixth tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $1,200 for 90 consecutive calendar days on or before December 31, 2027. As noted above, if such price-based vesting condition is satisfied, the reporting person is eligible for vesting of additional 1,000 share increments of Class B Common Stock for each additional $100 increase in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027 (e.g., if the closing price of the issuer's Class B Common Stock exceeds $1,300 for 90 consecutive calendar days, then 1,000 additional shares of Class B Common stock will vest).
  4. F4. N/A
  5. F5. Represents withholding of Class B shares for the tax liability associated with the vesting and settlement of the restricted stock unit award referred to in footnote 1 above.
Shares acquired from RSU vesting 1,000 shares of Class B Common Stock Grant, award, or other acquisition on August 28, 2026
Shares withheld for tax liability 501 shares of Class B Common Stock Withholding to satisfy tax liability on August 28, 2026
Tax withholding price per share $1,159.23 per share Price used for 501 withheld shares related to RSU vesting
Initial vesting stock price goal $700 closing price Required for first 1,000-share tranche, maintained 90 consecutive days
Sixth tranche vesting threshold $1,200 closing price Must exceed for 90 consecutive days on or before December 31, 2027
Increment per additional tranche $100 stock price increase Each additional 1,000 shares vest for each $100 increase maintained 90 days
Award performance deadline December 31, 2027 Deadline to achieve price-based vesting conditions for RSU award
restricted stock unit award financial
"the reporting person received a restricted stock unit award (Award) with price-based"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
price-based vesting conditions financial
"received a restricted stock unit award (Award) with price-based vesting conditions."
Class B Common Stock financial
"if the issuer's Class B Common Stock's closing price meets or exceeds"
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.
withholding of Class B shares financial
"Represents withholding of Class B shares for the tax liability associated"
closing price financial
"if the issuer's Class B Common Stock's closing price meets or exceeds"

FAQ

What transactions did GHC Executive VP Jacob Maas report on this Form 4?
Jacob Maas reported receipt of 1,000 shares of Graham Holdings Class B Common Stock from a price-based restricted stock unit vesting on August 28, 2026, and the withholding of 501 shares at $1,159.23 per share to satisfy related tax liabilities.

What is the structure of Jacob Maas’s RSU award at GHC?
The award grants 1,000 shares when Class B’s closing price reaches $700 for 90 consecutive days, with additional 1,000-share tranches vesting at each additional $100 price increase maintained for 90 consecutive days, all on or before December 31, 2027.

How many GHC shares were withheld for taxes in this Form 4?
A total of 501 shares of Graham Holdings Class B Common Stock were withheld to cover the tax liability associated with the vesting and settlement of the restricted stock unit award reported on August 28, 2026.

What future stock price target could trigger more GHC shares vesting for Jacob Maas?
The sixth tranche of the award will vest if Graham Holdings Class B Common Stock exceeds $1,200 for 90 consecutive days on or before December 31, 2027. Further 1,000-share increments may vest at each additional $100 price increase maintained for 90 days.

Does this GHC Form 4 indicate any open Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked as an affirmative plan. The transactions disclosed relate to vesting of a price-based restricted stock unit award and associated tax withholding in shares.

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SEC Form 4
FORM 4UNITED 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*
Maas, Jacob
(Last)(First)(Middle)
C/O GRAHAM HOLDINGS COMPANY
1812 NORTH MOORE STREET, 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class B Common Stock(1)(2)08/28/2026A(3)1,000(3)A$0(4)7,657D
Class B Common Stock08/28/2026F501(5)D$1,159.237,156D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On January 19, 2022, the reporting person received a restricted stock unit award (Award) with price-based vesting conditions. The terms of the Award provide that 1,000 shares vest if the issuer's Class B Common Stock's closing price meets or exceeds $700 for 90 consecutive calendar days on or before December 31, 2027, with an additional 1,000 shares vesting following each additional incremental increase of $100 in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027.
2. On November 5, 2024, the first 1,000 shares vested following achievement of the first stock price goal. On January 27, 2025, the second 1,000 shares vested following achievement of the second stock price goal. On October 20, 2025, the third 1,000 shares vested following achievement of the third stock price goal. On January 16, 2026, the fourth 1,000 shares vested following achievement of the fourth stock price goal. On August 28, 2026, the fifth 1,000 shares vested following achievement of the fifth stock price goal.
3. Represents the sixth tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $1,200 for 90 consecutive calendar days on or before December 31, 2027. As noted above, if such price-based vesting condition is satisfied, the reporting person is eligible for vesting of additional 1,000 share increments of Class B Common Stock for each additional $100 increase in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027 (e.g., if the closing price of the issuer's Class B Common Stock exceeds $1,300 for 90 consecutive calendar days, then 1,000 additional shares of Class B Common stock will vest).
4. N/A
5. Represents withholding of Class B shares for the tax liability associated with the vesting and settlement of the restricted stock unit award referred to in footnote 1 above.
/s/ Nicole M. Maddrey, attorney-in-fact08/31/2026
** Signature of Reporting PersonDate
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