Graham Holdings Co. filed a Form 13F reporting its institutional holdings as an investment manager. The report lists 6 information-table entries with a total reported market value of $1,081,938. The filing is signed by Wallace R. Cooney, Chief Financial Officer, dated 02-13-2026.
Graham Holdings Company executive vice president Jacob Maas reported equity compensation activity in the company’s Class B Common Stock. On January 16, 2026, he acquired 1,000 shares at $0 per share upon vesting of a restricted stock unit award tied to stock price performance, then had 377 shares withheld at a price of $1,150.5 per share to cover associated taxes. After these transactions, Maas directly owned 6,657 Class B shares.
The filing explains that this award was granted on January 19, 2022 with price-based vesting. Each 1,000-share tranche vests when the Class B stock closes at or above specified price levels for 90 consecutive days on or before December 31, 2027. Earlier tranches vested when price goals up to the fourth threshold were met, and a fifth 1,000-share tranche may vest if the closing price exceeds $1,100 for 90 consecutive days, with potential additional 1,000-share increments for each further $100 price increase maintained for 90 days in that period.
Dimensional Fund Advisors LP reports beneficial ownership of 237,617 shares of Graham Holdings Co common stock, representing 7.0% of the class as of December 31, 2025. Dimensional has sole voting power over 233,172 shares and sole dispositive power over 237,617 shares.
The shares are actually owned by various investment funds and accounts that Dimensional advises or manages. Dimensional may be deemed a beneficial owner because it can exercise voting and investment power, but it formally disclaims beneficial ownership outside of Section 13(d) reporting. The position is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Graham Holdings.
Graham Holdings CoG. Richard Wagoner, Jr.22 shares of Class B common stock$1,091.18 per share1,510 Class B sharesDirector Share Purchase Program
Graham Holdings Co01/02/2026, a revocable trust associated with her acquired 22 shares of Class B Common Stock at a reported price of $1,091.18 per share, under a Director Share Purchase Program that allows directors to receive a portion of their board fees in stock instead of cash. Following this transaction, the trust beneficially holds 714 shares of Class B Common Stock, reported as indirectly owned.
Graham Holdings Co director reports small stock acquisition under fee program
A Graham Holdings Co director reported acquiring Class B common stock through the company’s Director Share Purchase Program. On 01/02/2026, the director elected to receive a portion of board fees in stock instead of cash, resulting in the acquisition of 8 shares of Class B common stock at a price of $1,091.18 per share. After this transaction, the director beneficially owned 33 shares of Class B common stock, held indirectly through a revocable trust.
Graham Holdings director Christopher C. Davis reported acquiring additional Class B common stock of the company. On 01/02/2026, he received 25 shares of Class B common stock at a price of $1,091.18 per share.
After this transaction, he beneficially owned 5,566 shares of Class B common stock in direct ownership. The shares were issued under the company’s Director Share Purchase Program, reflecting his election to receive a portion of his director fees in stock instead of cash.
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.
Graham Holdings Co reported an insider ownership update involving a director. On 12/29/2025, the reporting person received 36,000 shares of Class A Common Stock pursuant to the terms of a trust in which they are a beneficiary. These Class A shares are convertible at any time into Class B Common Stock on a one-for-one basis and have no expiration date.
Following this transaction, the insider beneficially owns 36,000 derivative securities tied to Class A and Class B common stock, held directly. The filing also shows 1,615 shares of Class B Common Stock held directly after the reported transactions.
Graham Holdings Company entered into a new U.S. $400 million five-year revolving credit facility, replacing its prior revolver and doubling the letter of credit sublimit from $20 million to $40 million. Borrowings are unsecured and priced off either a base rate or benchmark rate plus a margin tied to the company’s total net leverage ratio, with a quarterly commitment fee of 0.15%–0.30% on unused amounts. The agreement requires a maximum total net leverage ratio of 3.5x and a minimum interest coverage ratio of 3.0x.
The company also issued $500 million of senior unsecured notes due 2033, bearing interest at 5.625% with semi-annual payments starting June 1, 2026, and guaranteed by certain domestic subsidiaries. Graham Holdings plans to use the note proceeds, together with borrowings under the new revolver, to redeem its 5.750% notes due 2026, refinance the existing revolving facility, repay its existing $150 million term loan, and pay related fees and expenses.