Graham Holdings (NYSE: GHC) director gets 23-share fee award

Rhea-AI Filing Summary

Graham Holdings director G. Richard Wagoner Jr. indirectly acquired 23 shares of Class B Common Stock at $1,061.70 per share through a revocable trust. The shares were received under the Director Share Purchase Program, where the director elected to take board fees in stock instead of cash, bringing the trust’s holdings to 1,533 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WAGONER G RICHARD JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	23	$1,061.70	$24K

Holdings After Transaction: Class B Common Stock — 1,533 shares (Indirect, Revocable Trust)

Footnotes (1)

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Key Figures

Shares acquired: 23 shares Per-share value: $1,061.70 per share Total shares after transaction: 1,533 shares

3 metrics

Shares acquired 23 shares Class B Common Stock awarded for director fees

Per-share value $1,061.70 per share Value of Class B Common Stock for this award

Total shares after transaction 1,533 shares Indirect holdings in revocable trust after award

Key Terms

Director Share Purchase Program, Revocable Trust, Class B Common Stock, grant, award, or other acquisition

4 terms

Director Share Purchase Program financial

"Securities acquired pursuant to the Director's election under the Director Share Purchase Program"

Revocable Trust financial

"direct_or_indirect: I, nature_of_ownership: Revocable Trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

Class B Common Stock financial

"security_title: Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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 VIRGINIA 22209

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A(1)		23	A	$1,061.7	1,533	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.	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did G. Richard Wagoner Jr. report in this Form 4 for GHC?

G. Richard Wagoner Jr. reported acquiring 23 shares of Graham Holdings Class B Common Stock. The shares were taken as stock compensation instead of cash fees, under the Director Share Purchase Program, and are held indirectly in a revocable trust.

At what price were the 23 Graham Holdings (GHC) shares acquired?

The 23 Class B Common Stock shares were acquired at $1,061.70 per share. This reflects the value used for the stock-based portion of director fees elected under the Director Share Purchase Program instead of receiving those fees in cash.

How many Graham Holdings (GHC) shares does the revocable trust hold after this transaction?

After this transaction, the revocable trust associated with director G. Richard Wagoner Jr. holds 1,533 shares of Graham Holdings Class B Common Stock. This reflects the updated indirect ownership position following the 23-share fee-related acquisition.

Was this Graham Holdings (GHC) Form 4 an open-market stock purchase or sale?

The Form 4 does not report an open-market trade. Instead, it shows a grant or other acquisition of 23 shares, where the director received stock in lieu of cash fees under the Director Share Purchase Program, categorized as compensation.

How are the reported Graham Holdings (GHC) shares held by G. Richard Wagoner Jr.?

The reported shares are held indirectly through a revocable trust. The filing classifies ownership as indirect with the nature of ownership labeled “Revocable Trust,” indicating the trust, rather than the individual directly, holds the Class B Common Stock.