[Form 4] GRAHAM HOLDINGS COMPANY Insider Trading Activity

Rhea-AI Filing Summary

Timothy J. O'Shaughnessy, President and CEO and a director of Graham Holdings Company (GHC), reported option exercise and share transactions dated 08/20/2025. He exercised 7,580 employee stock options with an exercise price of $872.01, resulting in an acquisition of 7,580 Class B shares and bringing his direct Class B holdings to 31,305 shares immediately after that acquisition. On the same date he reported a disposition of 6,878 Class B shares at $1,070.83, which reduced his direct holdings to 24,427 shares. He also reports indirect holdings of 4,099 Class B shares for his spouse and 5,600 Class B shares held in a trust for his spouse and children. The filing states the exercised options were fully vested and that 15,162 vested and exercisable options remain.

Positive

• 7,580 employee stock options were exercised and are reported as fully vested
• The filing discloses that 15,162 vested and exercisable options remain
• Indirect holdings and trust holdings are explicitly disclosed (spouse: 4,099; trust: 5,600)

Negative

• A disposition of 6,878 Class B shares at $1,070.83 reduced direct holdings from 31,305 to 24,427

Insights

Securities Analyst

TL;DR: Insider exercised and sold shares; net direct holdings decreased but significant vested options remain.

The filing shows a common executive liquidity and compensation action: the reporting person exercised 7,580 vested options and concurrently disposed of 6,878 shares. The exercise price reported is $872.01 and the disposition price is $1,070.83. Direct Class B ownership moved from 31,305 shares immediately post-exercise to 24,427 after the disposition. The reporter retains indirect holdings and 15,162 vested options outstanding, indicating ongoing potential for future exercises. For investors, this is a routine insider transaction without additional company operational details in the filing.

Corporate Governance Expert

TL;DR: Transaction is a standard insider exercise and sale; disclosure is complete regarding holdings and vested options.

The Form 4 discloses the reporting person’s roles (Director and President and CEO), the dates and exact amounts of option exercise and share disposition, and clarifies indirect holdings and trustee status for a trust. The filing also specifies that the options exercised were fully vested and quantifies remaining vested options (15,162). From a governance and disclosure standpoint, the form provides the necessary transparency about beneficial ownership changes under Section 16.

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
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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 Timothy J

(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)

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

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	08/20/2025		M		7,580	A	$872.01	31,305(1)	D
Class B Common Stock	08/20/2025		F		6,878(2)	D	$1,070.83	24,427	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	08/20/2025		M			7,580	(4)	11/12/2025	Class B Common Stock	7,580	$0	15,162	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 15,162 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	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

Who filed this Form 4 for GHC?

The reporting person is Timothy J. O'Shaughnessy, President and CEO and a director of Graham Holdings Company.

What transactions were reported on 08/20/2025 for GHC?

An exercise of 7,580 employee stock options at $872.01 and a disposition of 6,878 Class B shares at $1,070.83 were reported.

How many Class B shares does the reporting person directly and indirectly own after these transactions?

The filing reports 24,427 direct Class B shares, 4,099 indirect shares for spouse, and 5,600 held in a trust for spouse and children.

How many vested options remain after the reported exercise?

The filing states 15,162 vested and exercisable options remain following the exercise of 7,580 options.

Was the option exercise fully vested according to the filing?

Yes, the filing states the stock option exercised was fully vested.