Graham Holdings (GHC) director boosts indirect stake via stock fee election

Rhea-AI Filing Summary

Graham Holdings Co director reports small stock acquisition through fee program

A Graham Holdings Co director acquired 20 shares of Class B common stock on 01/02/2026 at a price of $1,091.18 per share. After this transaction, the director beneficially owned 421 Class B shares held indirectly through a revocable trust. The filing explains that the shares were received under the company’s Director Share Purchase Program, where the director elected to take a portion of board service fees in stock instead of cash. This represents a routine, compensation-related increase in the director’s indirect ownership rather than an open-market trade.

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).

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^*

CONLEY DANIELLE Y.

(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)		20	A	$1,091.18	421	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:

	Nicole Maddrey for Danielle Conley	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).
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FAQ

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

A Graham Holdings Co director reported acquiring 20 shares of Class B common stock on 01/02/2026, as shown in the Section 16 ownership report.

At what price were the Graham Holdings Co (GHC) shares acquired by the director?

The director acquired the Class B common stock at a price of $1,091.18 per share.

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

Following the reported transaction, the director beneficially owned 421 shares of Graham Holdings Co Class B common stock, held indirectly.

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

The filing states that the 421 Class B shares are held indirectly through a revocable trust.

Was this Graham Holdings Co (GHC) stock acquisition an open-market purchase?

No. The filing explains that the securities were acquired under the Director Share Purchase Program, where the director received stock in lieu of cash fees.

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

According to the explanation, the program allows directors to elect to receive a portion of their fees for board service in company stock instead of cash.

Who signed the Graham Holdings Co (GHC) insider ownership report?

The report was signed "Nicole Maddrey for Danielle Conley" on 01/05/2026, indicating it was filed on behalf of the reporting person.