Timothy J. O'Shaughnessy, President and CEO of Graham Holdings Co (NYSE:GHC), filed a Form 4 on August 14, 2026, reporting transactions in Class B and Class A Common Stock dated August 13, 2026.

Key Highlights

  • Exchange transaction: O'Shaughnessy disposed of 4,211 shares of Class B Common Stock in exchange for an equivalent number of Class A shares on August 13, 2026.
  • Remaining direct ownership: Following the transaction, O'Shaughnessy directly holds 22,878 shares of Class B Common Stock, including 13 shares held in his Graham Holdings Company 401(k) plan account.
  • Spouse acquisition (exchange): O'Shaughnessy's spouse acquired 4,211 Class A shares in an exchange transaction for the equivalent number of Class B shares.
  • Spouse acquisition (trust distribution): O'Shaughnessy's spouse also acquired 4,211 Class A shares from a distribution pursuant to the terms of a trust.
  • Indirect Class A holdings: After both spouse transactions, indirect Class A Common Stock holdings total 15,711 and 19,922 shares, respectively, each held indirectly through the spouse.
  • Transaction code: All transactions were reported under code J, indicating transactions not otherwise reported on standard acquisition or disposition codes.

O'Shaughnessy Class B-to-Class A Exchange and Spouse Trust Distribution Details

According to the filing, Timothy J. O'Shaughnessy, who serves as both a Director and President and CEO of Graham Holdings Co, reported transactions on August 13, 2026, involving Class B and Class A Common Stock. The primary transaction in Table I reflects a disposition of 4,211 Class B shares through an exchange for an equivalent number of Class A shares, coded as a "J" transaction. Following that disposition, the filing states O'Shaughnessy directly beneficially owns 22,878 shares of Class B Common Stock, with a footnote indicating 13 of those shares are held in his Graham Holdings Company 401(k) plan account.

Table II of the filing covers two separate derivative-security transactions involving the reporting person's spouse. In the first, the spouse acquired 4,211 Class A Common Stock shares in an exchange transaction for an equivalent number of Class B shares, resulting in indirect beneficial ownership of 15,711 Class A shares. In the second, the spouse acquired an additional 4,211 Class A shares through a distribution pursuant to the terms of a trust, bringing that indirect Class A holding to 19,922 shares. Both indirect positions are listed as held by the spouse. The filing notes that Class A Common Stock is convertible into Class B Common Stock at any time on a one-for-one basis and has no expiration date.

The Form 4 was signed by Nicole Maddrey as attorney-in-fact and filed on August 14, 2026. No price is listed for any of the reported transactions, consistent with the "N/A" notation provided for price in the filing.

What Was Disclosed

The filing reports a Class B-to-Class A exchange by O'Shaughnessy and two Class A share acquisitions by his spouse, one via exchange and one via trust distribution, with resulting direct and indirect beneficial ownership positions disclosed as of August 13, 2026.