[Form 4] GRAHAM HOLDINGS COMPANY Insider Trading Activity

Rhea-AI Filing Summary

Laura O'Shaughnessy, a director of Graham Holdings Company (GHC), reported multiple transactions dated 08/20/2025 involving Class A and Class B common stock and employee stock options. The filing shows an exercise of 7,580 employee stock options at an exercise price of $872.01 resulting in acquisition of 7,580 Class B shares and a reported sale of 4,099 Class B shares. Separate dispositions include 6,878 Class B shares at $1,070.83 executed on a net settlement basis. After these transactions the filing reports 28,605 Class B shares beneficially owned indirectly via spouse and 21,727 indirectly after other dispositions; the reporting person disclaims voting and investment power over shares held by spouse or trust.

Insights

Securities Analyst

TL;DR: Routine option exercise and related share dispositions by a director, reported as indirect holdings via spouse and trust.

The 08/20/2025 Form 4 documents a vested exercise of 7,580 employee options at $872.01 and contemporaneous disposals including 4,099 and 6,878 Class B shares at reported prices. The reporting person disclaims beneficial control of shares held by spouse and a trust, while the spouse retains 15,162 vested and exercisable options after the transaction. These are standard insider transactions under Section 16 and appear administrative rather than signaling a corporate event.

Corporate Governance Expert

TL;DR: Director-level insider reported option exercise and sales; disclosures indicate no direct voting or investment power over trust/spouse holdings.

The filing clearly identifies the reporting person as a director and notes indirect ownership through spouse and trust with explicit disclaimers of voting and investment power. The transactions include a net-settled option exercise in anticipation of expiration and subsequent share dispositions. From a governance perspective, disclosure appears complete and consistent with Section 16 reporting requirements.

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^*

O'Shaughnessy Laura

(Last) (First) (Middle)

C/O GRAHAM HOLDINGS COMPANY

1812 NORTH MOORE STREET, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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								4,099	D
Class B Common Stock								2,700	D
Class B Common Stock	08/20/2025		M		7,580	A	$872.01	28,605	I	Spouse(1)
Class B Common Stock	08/20/2025		F		6,878(2)	D	$1,070.83	21,727	I	Spouse
Class B Common Stock								5,600	I	Trust(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
Class A Common Stock	(4)							(4)	(4)	Class B Common Stock	2,700		2,700	D
Employee Stock Option (Right to Buy)	$872.01	08/20/2025		M			7,580	(5)	11/12/2025	Class B Common Stock	7,580	$0	15,162(5)	I	Spouse

Explanation of Responses:

1. The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.

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

3. The reporting person's spouse is a trustee of the trust that owns the reported securities. The reporting person is a beneficiary of such trust but has no voting or investment power with respect to the shares held in such trust. The reporting person disclaims beneficial ownership of the reported securities.

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. The stock option is fully vested. After this exercise of 7,580 options, the reporting person's spouse has 15,162 vested and exercisable options remaining. The reporting person disclaims beneficial ownership of the reported securities.

	/s/ Nicole Maddrey, attorney-in-fact	08/22/2025
	** 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 Laura O'Shaughnessy report on Form 4 for GHC?

The Form 4 reports an exercise of 7,580 employee stock options at $872.01 and dispositions including 4,099 and 6,878 Class B shares on 08/20/2025.

How many Class B shares are reported as indirectly beneficially owned after the transactions?

The filing shows 28,605 Class B shares indirectly owned in one line and 21,727 indirectly owned after other reported dispositions, as disclosed on the form.

Did the reporting person claim voting or investment power over the shares held by spouse or trust?

No. The reporting person disclaims voting and investment power with respect to the shares held by the spouse and the trust.

Were the option exercises fully vested and what remained after exercise?

Yes. The filing states the stock option exercised was fully vested and the spouse has 15,162 vested and exercisable options remaining after the 7,580 exercise.

Was any transaction executed on a net settlement basis?

Yes. The filing explains the option exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.