Graham Holdings (NYSE: GHC) CEO details option exercise and share withholding

Rhea-AI Filing Summary

O'Shaughnessy Timothy J reported disposition transactions in this Form 4 filing.

Graham Holdings President and CEO Timothy J. O'Shaughnessy exercised 7,580 employee stock options to acquire Class B Common Stock at $872.01 per share on September 29, 2025, ahead of their November 12, 2025 expiration. On a net settlement basis, 6,568 Class B shares at $1,190.80 per share were delivered to cover the exercise price or tax obligations. He now directly holds 25,439 Class B shares, including some in a 401(k) account, and retains 7,582 vested, exercisable options. Additional shares are held indirectly through his spouse (including Class A shares convertible one-for-one into Class B) and a trust for his spouse and children, for which he serves as trustee but disclaims beneficial ownership.

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.

Insider Trade Summary

Net Buyer: 1,012 shares

Net Buy 6 txns

Insider O'Shaughnessy Timothy J

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	7,580	$0.00	$0.00
Exercise	Class B Common Stock	7,580	$872.01	$6.61M
Exercise Price or Tax Liability	Class B Common Stock	6,568	$1,190.80	$7.82M
holding	Class A Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 7,582 shares (Direct); Class B Common Stock — 25,439 shares (Direct); Class A Common Stock — 2,700 shares (Indirect, Spouse); Class B Common Stock — 4,099 shares (Indirect, Spouse); Class B Common Stock — 5,600 shares (Indirect, Trust for spouse and children)

Footnotes (5)

1. F1. Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.
2. F2. The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.
3. F3. 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. F4. 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. F5. 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.

Key Figures

Options Exercised: 7,580 options Option Exercise Price: $872.01 per share Shares Delivered for Obligations: 6,568 shares +4 more

7 metrics

Options Exercised 7,580 options Employee stock options exercised on September 29, 2025

Option Exercise Price $872.01 per share Exercise price for Class B Common Stock received from options

Shares Delivered for Obligations 6,568 shares Class B shares delivered at $1,190.80 per share to cover exercise price or tax liability

Direct Class B Holdings Post-Transaction 25,439 shares Direct Class B Common Stock held after reported transactions

Remaining Vested Options 7,582 options Fully vested and exercisable options remaining after the 7,580-option exercise

Indirect Spouse Holdings 2,700 Class A; 4,099 Class B shares Shares held indirectly through spouse, with Class A convertible one-for-one into Class B

Family Trust Holdings 5,600 Class B shares Shares held in trust for spouse and children; reporting person disclaims beneficial ownership

Key Terms

net settlement basis, tax-withholding disposition, beneficial ownership, Class A Common Stock

4 terms

net settlement basis financial

"The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis."

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities is reported as a tax-withholding disposition."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

beneficial ownership regulatory

"The reporting person disclaims beneficial ownership of the reported securities."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class A Common Stock financial

"Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/30/2025 - 06:56 PM Learn about SEC filing dates

FAQ

What option exercise did Graham Holdings (GHC) CEO Timothy O'Shaughnessy report?

Timothy O'Shaughnessy exercised 7,580 employee stock options, receiving Class B Common Stock at $872.01 per share on September 29, 2025, just before the November 12, 2025 expiration, and using a net settlement structure for the transaction.

How many Graham Holdings (GHC) Class B shares does Timothy O'Shaughnessy hold directly after this Form 4?

Following the reported transactions, Timothy O'Shaughnessy directly holds 25,439 Class B Common shares. This direct stake includes shares held in his Graham Holdings 401(k) account, in addition to other personally held Class B shares.

What tax-related share disposition did Timothy O'Shaughnessy report in Graham Holdings (GHC) stock?

O'Shaughnessy reported a tax-withholding disposition of 6,568 Class B shares at $1,190.80 per share. These shares were delivered to satisfy the option exercise price or related tax liabilities under a net settlement arrangement.

What remaining options and indirect holdings does Timothy O'Shaughnessy have in Graham Holdings (GHC)?

After exercising 7,580 options, O'Shaughnessy still has 7,582 vested, exercisable options. Indirectly, his spouse holds 2,700 Class A (convertible one-for-one into Class B) and 4,099 Class B shares, plus 5,600 Class B in a family trust where he disclaims beneficial ownership.

When were Timothy O'Shaughnessy's Graham Holdings (GHC) options due to expire?

The exercised options were approaching a November 12, 2025 expiration date. O'Shaughnessy executed the 7,580-option exercise on September 29, 2025, in anticipation of that expiration and structured the transaction on a net settlement basis.

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).

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.