[Form 4] Graham Holdings Co Insider Trading Activity

Rhea-AI Filing Summary

Timothy J. O'Shaughnessy, President and CEO and a director of Graham Holdings Company (GHC), reported option exercise and share transactions dated 09/29/2025. He exercised 7,580 vested employee stock options with an exercise price of $872.01, resulting in 7,580 Class B shares issued on a net settlement basis. A separate transaction shows 6,568 Class B shares were disposed of at a reported price of $1,190.80. Following the reported transactions the filing shows beneficial ownership figures of 32,007 and 25,439 Class B shares in two reported rows, plus indirect holdings of 4,099 shares held for a spouse and 5,600 shares held in a trust for spouse and children. The reporting person retains 7,582 vested and exercisable options after the exercise. The form was signed by an attorney-in-fact on 09/30/2025.

Positive

• Exercise of vested options (7,580) shows alignment of management with equity compensation structure
• Remaining vested options (7,582) indicate continued potential future equity-based alignment
• Clear disclosures include net settlement method and trust/spouse holdings with disclaimers

Negative

• Disposition of 6,568 Class B shares reduces the reporting person's direct shareholdings
• Multiple beneficial ownership figures in the filing could require investor reconciliation to determine net change

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold a portion of shares, leaving meaningful equity and remaining vested options.

The exercise of 7,580 options at $872.01 increases the CEO's issued Class B shares while a contemporaneous disposition of 6,568 Class B shares at $1,190.80 was executed on a net settlement basis. The filing reports direct beneficial ownership levels and shows the CEO still holds 7,582 vested options. For investors, this is a routine executive liquidity event rather than an operational disclosure; it changes share count for the reporting person but does not by itself provide new financial performance information.

Corporate Governance Expert

TL;DR: This Form 4 documents standard insider option exercise and sale with appropriate explanatory footnotes.

The filing includes required disclosures: exercise method (net settlement), remaining vested options, and disclaimers about trust-held shares. The reporting person is both CEO and director, so regular reporting is expected. The form appears complete with explanation of ownership and the signature by an attorney-in-fact. No governance red flags or unexplained related-party transfers are disclosed in this filing.

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

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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).

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)
09/29/2025

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	09/29/2025		M		7,580	A	$872.01	32,007(1)	D
Class B Common Stock	09/29/2025		F		6,568(2)	D	$1,190.8	25,439	D
Class B Common Stock								4,099	I	Spouse
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	09/29/2025		M			7,580	(4)	11/12/2025	Class B Common Stock	7,580	$0	7,582	D
Class A Common Stock	(5)							(5)	(5)	Class B Common Stock	2,700		2,700	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 7,580 options, the reporting person has 7,582 vested and exercisable options remaining.

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	09/30/2025
	** 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.

FAQ

What transactions did GHC CEO Timothy O'Shaughnessy report on Form 4 dated 09/29/2025?

The filing reports the exercise of 7,580 employee stock options at an exercise price of $872.01 and a disposition of 6,568 Class B shares at a reported price of $1,190.80.

How many Class B shares does Timothy O'Shaughnessy beneficially own after the reported transactions?

The Form 4 shows reported beneficial ownership figures of 32,007 and 25,439 Class B shares in the transaction rows, plus indirect holdings of 4,099 (spouse) and 5,600 (trust for spouse and children).

Were the exercised options vested and how many options remain vested?

Yes; the filing states the option exercised was fully vested and that after the exercise the reporting person has 7,582 vested and exercisable options remaining.

What does 'net settlement basis' mean in this filing?

The filing states the options exercise was executed on a net settlement basis, meaning shares were issued and a portion were surrendered to cover the exercise cost rather than a cash payment being made (as disclosed in the explanation).

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Nicole Maddrey, attorney-in-fact on 09/30/2025.