[Form 4] GRAHAM HOLDINGS COMPANY Insider Trading Activity

Rhea-AI Filing Summary

Graham Holdings (GHC) – Form 4 insider transaction

Director G. Richard Wagoner Jr. acquired 26 Class B common shares of Graham Holdings on 01 July 2025 under transaction code “A.” The shares were taken in lieu of cash fees through the company’s Director Share Purchase Program and are held indirectly via a revocable trust. The reported price is $954.49 per share.

Following the purchase, Wagoner’s indirect beneficial ownership rises to 1,467 shares. No derivative securities were reported, and the filing does not indicate use of a Rule 10b5-1 trading plan. Given the small size of the purchase relative to Graham Holdings’ share count and trading volume, the event is considered routine and unlikely to be materially impactful for investors.

Insights

Financial Analyst

TL;DR – Routine director purchase; negligible financial impact.

The buy involves only 26 shares, worth roughly $25k, and lifts ownership to 1,467 shares. The transaction is compensation-related rather than an open-market signal, so it offers limited insight into management’s outlook. From a liquidity and valuation standpoint, the purchase is immaterial to GHC’s market cap and should not affect price discovery or earnings expectations.

Corporate Governance Expert

TL;DR – Indicates continued board alignment, but scale is minor.

Opting for equity over cash shows modest alignment of director incentives with shareholder interests. However, the incremental stake is small and indirect via a trust, so governance implications remain marginal. No red flags appear; compliance with Section 16 reporting is timely.

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^*

WAGONER G RICHARD JR

(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)
07/01/2025

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	07/01/2025		A(1)		26	A	$954.49	1,467	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 G. Richard Wagoner, Jr.	07/02/2025
	** 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 did Graham Holdings (GHC) director G. Richard Wagoner Jr. purchase?

He acquired 26 Class B common shares on July 1, 2025.

What is Wagoner’s total GHC share ownership after the transaction?

His indirect beneficial ownership increased to 1,467 shares.

At what price were the GHC shares acquired?

The reported acquisition price is $954.49 per share.

Did the Form 4 report any derivative securities?

No, the filing lists no derivative securities.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that a 10b5-1 plan was used.