What insider share changes did GHC CEO Timothy O'Shaughnessy report?

Timothy J. O'Shaughnessy reported an exchange of 4,211 Class B shares for an equivalent number of Class A shares and related transfers to his spouse’s indirect holdings, restructuring but not changing his net economic exposure.

Graham Holdings CEO restructures Class A and B holdings

Q: Were the GHC insider transactions open-market buys or sales?

No. The transactions are coded "J" (other acquisition or disposition) and described as an exchange of Class B for Class A shares and a trust distribution, rather than open-market purchases or sales.

Graham Holdings Co director, president and CEO Timothy J. O'Shaughnessy reported an internal share reclassification involving Class A and Class B stock.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Graham Holdings Co director, president and CEO Timothy J. O'Shaughnessy reported an internal share reclassification involving Class A and Class B stock. On 2026-08-13, he disposed of 4,211 shares of Class B Common Stock in an exchange for an equivalent number of Class A shares and held 22,878 Class B shares afterward, including 13 shares in his 401(k) plan. Corresponding acquisitions of 4,211 Class A shares were reported as indirect holdings by his spouse, through an exchange transaction and a trust distribution. The transactions are coded as "other" (J) and reflect restructuring of holdings rather than open-market buying or selling.

Insider Trade Summary

Other: 12,633 shares

Other 3 txns

Insider O'Shaughnessy Timothy J

Role President and CEO

Type	Security	Shares	Price	Value
Other	Class A Common Stock ^{F4, F5, F3}	4,211	--	--
Other	Class A Common Stock ^{F4, F6, F3}	4,211	--	--
Other	Class B Common Stock ^{F1, F3, F2}	4,211	--	--

Holdings After Transaction: Class A Common Stock — 19,922 contracts (Indirect, Spouse); Class B Common Stock — 22,878 shares (Direct)

Footnotes (6)

F1. Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares.
F2. Includes 13 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.
F3. N/A
F4. 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.
F5. Acquisition of Class A shares by the spouse of the reporting person in an exchange transaction for the equivalent number of Class B shares.
F6. Acquisition of Class A shares by the spouse of the reporting person from a distribution pursuant to the terms of a trust.

Key Figures

Class B shares exchanged: 4,211 shares Class A shares acquired indirectly: 4,211 shares Class B shares held after transaction: 22,878 shares +2 more

5 metrics

Class B shares exchanged 4,211 shares Disposition of Class B shares in an exchange for an equivalent number of Class A shares on 2026-08-13

Class A shares acquired indirectly 4,211 shares Acquisition of Class A shares by spouse via exchange and trust distribution on 2026-08-13

Class B shares held after transaction 22,878 shares Class B Common Stock directly held by Timothy J. O'Shaughnessy after the exchange, including 13 shares in 401(k) plan

Class B shares in 401(k) plan 13 shares Portion of Class B holdings in Graham Holdings Company 401(k) plan account

Restructuring share total 12,633 shares Total shares involved in restructuring-type transactions (code J) per transaction summary

Key Terms

Class A Common Stock, Class B Common Stock, exchange transaction, distribution pursuant to the terms of a trust

4 terms

Class A Common Stock financial

"Shares of Class A Common Stock are convertible into shares of Class B"

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.

Class B Common Stock financial

"Disposition of Class B shares in an exchange transaction for the equivalent"

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.

exchange transaction financial

"Disposition of Class B shares in an exchange transaction for the equivalent"

distribution pursuant to the terms of a trust financial

"Acquisition of Class A shares by the spouse of the reporting person from a distribution pursuant"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Graham Holdings (GHC) Class B shares does the CEO hold after the transactions?

Following the 2026-08-13 transactions, Timothy J. O'Shaughnessy held 22,878 shares of Class B Common Stock, including 13 shares held in his Graham Holdings Company 401(k) plan account.

Were the GHC insider transactions open-market buys or sales?

No. The transactions are coded "J" (other acquisition or disposition) and described as an exchange of Class B for Class A shares and a trust distribution, rather than open-market purchases or sales.

How were GHC Class A shares acquired in the CEO’s family accounts?

The filing reports the spouse of Timothy J. O'Shaughnessy acquired 4,211 Class A shares via an exchange of equivalent Class B shares and a distribution pursuant to the terms of a trust, held as indirect ownership.

What is the conversion feature between GHC Class A and Class B shares?

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, according to the filing’s footnote.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google

Available on EDGAR 08/14/2026 - 04:26 PM Accepted by SEC EDGAR 08/14/2026 - 04:18 PM

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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	08/13/2026		J⁽¹⁾		4,211	D	⁽³⁾	22,878⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	⁽⁴⁾	08/13/2026		J⁽⁵⁾		4,211		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,211	⁽³⁾	15,711	I	Spouse
Class A Common Stock	⁽⁴⁾	08/13/2026		J⁽⁶⁾		4,211		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,211	⁽³⁾	19,922	I	Spouse

Explanation of Responses:

1. Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares.

2. Includes 13 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.

3. N/A

4. 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.

5. Acquisition of Class A shares by the spouse of the reporting person in an exchange transaction for the equivalent number of Class B shares.

6. Acquisition of Class A shares by the spouse of the reporting person from a distribution pursuant to the terms of a trust.

	/s/ Nicole Maddrey, attorney-in-fact	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR