Graham Holdings Co (GHC) reports Madison Avenue group as 7.5% Class B holder

Rhea-AI Filing Summary

Graham Holdings Co has a significant shareholder group led by Madison Avenue International LP, together with related entities and Eli Samaha. As of June 30, 2026, this group beneficially owned 246,368 shares of Class B Common Stock.

Based on 3,270,927 Class B shares outstanding as of July 24, 2026, the reporting group may be deemed to own about 7.5% of the class. Voting and dispositive authority over these shares is reported on a shared basis among the related investment entities and Eli Samaha.

Key Figures

Beneficially owned shares: 246,368 shares Ownership percentage: 7.5% Shares outstanding: 3,270,927 shares +2 more

5 metrics

Beneficially owned shares 246,368 shares Class B Common Stock beneficially owned as of June 30, 2026

Ownership percentage 7.5% Approximate percentage of Class B Common Stock beneficially owned by the reporting persons

Shares outstanding 3,270,927 shares Class B Common Stock outstanding as of July 24, 2026, per Form 10-Q

Shared voting power 246,368 shares Shares of Class B Common Stock over which the group has shared voting power

Shared dispositive power 246,368 shares Shares of Class B Common Stock over which the group has shared dispositive power

Key Terms

beneficially owned, shared voting power, shared dispositive power, Schedule 13G, +1 more

5 terms

beneficially owned financial

"As of June 30, 2026, Madison Avenue International LP beneficially owned 246,368 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"6 | Shared Voting Power 246,368.00 7 | Sole Dispositive Power 0.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"8 | Shared Dispositive Power 246,368.00 9 246,368.00 10"

Schedule 13G regulatory

"If a group has filed this schedule pursuant to 1(c) or 1(d), attach an exhibit"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

percent of class financial

"(b) | Percent of class: The following percentage is based on 3,270,927 shares"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

How much of Graham Holdings Co (GHC) does the Madison Avenue group own?

As of June 30, 2026, the Madison Avenue group may be deemed to beneficially own 246,368 shares of Graham Holdings Co Class B Common Stock, representing approximately 7.5% of the outstanding Class B shares.

What is the ownership percentage reported in this Schedule 13G for GHC?

The reporting persons state they may be deemed to beneficially own approximately 7.5% of Graham Holdings Co Class B Common Stock, based on 3,270,927 shares outstanding as of July 24, 2026, as disclosed in the company’s Form 10-Q.

Who are the reporting persons on this Graham Holdings Co (GHC) Schedule 13G?

The reporting persons are Madison Avenue International LP, Madison Avenue Partners, LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha, which together report beneficial ownership of the same block of Class B shares.

What is the size of Graham Holdings Co’s Class B share base referenced in the 13G?

The ownership percentage is calculated using 3,270,927 shares of Class B Common Stock outstanding as of July 24, 2026, a figure cited from Graham Holdings Co’s Quarterly Report on Form 10-Q filed on July 30, 2026.

Do the Madison Avenue entities have sole or shared voting power over GHC shares?

The reporting group indicates 0 shares with sole voting power and 246,368 shares with shared voting and dispositive power, meaning authority over these Graham Holdings Co shares is held jointly among the reporting entities and Eli Samaha.

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Available on EDGAR 08/14/2026 - 10:08 AM Accepted by SEC EDGAR 08/14/2026 - 10:06 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Graham Holdings Co

(Name of Issuer)

Class B Common Stock, par value $1.00 per share (the "Common Stock")

(Title of Class of Securities)

384637104

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

Madison Avenue International LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

Madison Avenue Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

EMAI Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

Madison Avenue GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

Caraway Jackson Investments LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 384637104

1

Names of Reporting Persons

Eli Samaha

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 246,368.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 246,368.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

246,368.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Graham Holdings Co
(b)	Address of issuer's principal executive offices: 1812 North Moore Street, Suite 2100, Arlington, VA 22209
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: * Madison Avenue International LP, * Madison Avenue Partners, LP, * EMAI Management, LLC, * Madison Avenue GP, LLC, * Caraway Jackson Investments LLC, and * Eli Samaha.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)	Citizenship: Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)	Title of class of securities: Class B Common Stock, par value $1.00 per share (the "Common Stock")
(e)	CUSIP Number(s): 384637104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2026, Madison Avenue International LP beneficially owned 246,368 shares of Common Stock. Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the shares of Common Stock owned by Madison Avenue International LP.
(b)	Percent of class: The following percentage is based on 3,270,927 shares of Class B Common Stock outstanding as of July 24, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 30, 2026. As of June 30, 2026 the Reporting Persons may be deemed to have beneficially owned approximately 7.5% of the outstanding shares of Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Madison Avenue International LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager of Madison Avenue GP, LLC, its General Partner
Date:	08/14/2026

Madison Avenue Partners, LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member of EMAI Management, LLC, its General Partner
Date:	08/14/2026

EMAI Management, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member
Date:	08/14/2026

Madison Avenue GP, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager
Date:	08/14/2026

Caraway Jackson Investments LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Member
Date:	08/14/2026

Eli Samaha

Signature:	/s/ Eli Samaha
Name/Title:	ELI SAMAHA
Date:	08/14/2026