A Form 4 filed on August 14, 2026 reports that Laura O'Shaughnessy, a director of Graham Holdings Co, executed exchange and distribution transactions involving Class B and Class A Common Stock on August 13, 2026.

Key Highlights

  • Reporting person: Laura O'Shaughnessy, listed as a Director of Graham Holdings Co (NYSE:GHC).
  • Transaction date: August 13, 2026, with the filing submitted August 14, 2026.
  • Exchange transaction: 4,211 shares of Class B Common Stock were disposed of in exchange for an equivalent number of Class A shares (transaction code J).
  • Trust distribution: An additional 4,211 Class A shares were acquired pursuant to the terms of a trust (also transaction code J).
  • Resulting direct ownership: Following the transactions, O'Shaughnessy directly holds 22,865 shares of Class B Common Stock and 19,922 Class A shares as derivative securities (directly owned).
  • Indirect ownership: 13 shares of Class B Common Stock are held indirectly through a spouse, with the filing noting the reporting person "has no voting or investment power with respect to such shares" and disclaims beneficial ownership.
  • Conversion feature: According to the filing, Class A Common Stock is convertible into Class B Common Stock at any time on a one-for-one basis with no expiration date.

Director O'Shaughnessy's Exchange and Distribution Transactions at Graham Holdings

According to the filing, Laura O'Shaughnessy, identified as a Director of Graham Holdings Co, reported two separate transactions on August 13, 2026, both coded "J." The first involved the disposition of 4,211 shares of Class B Common Stock and the simultaneous acquisition of an equivalent 4,211 shares of Class A Common Stock in an exchange transaction. The filing describes this as a "Disposition of Class B shares in an exchange transaction for the equivalent number of Class A shares."

The second transaction recorded an acquisition of 4,211 Class A shares "from a distribution pursuant to the terms of a trust." Both transactions are reflected in Table II of the filing as derivative security movements, given that Class A shares carry a one-for-one convertibility feature into Class B shares with no expiration date. Following all reported transactions, the filing states O'Shaughnessy directly beneficially owns 22,865 shares of Class B Common Stock and holds 15,711 and 19,922 Class A shares in two separate direct derivative positions, respectively.

The filing also notes indirect beneficial ownership of 13 shares of Class B Common Stock held through a spouse. The filing states the reporting person disclaims beneficial ownership of those shares and has no voting or investment power over them. The form was signed by Nicole Maddrey as attorney-in-fact on August 14, 2026.

What Was Disclosed

The filing discloses two August 13, 2026 transactions by Graham Holdings director Laura O'Shaughnessy: an exchange of 4,211 Class B shares for Class A shares, and the acquisition of 4,211 Class A shares through a trust distribution, along with resulting beneficial ownership figures.