O'Shaughnessy Timothy J 4

What Happened
Timothy J. O'Shaughnessy, President, CEO and a director of Graham Holdings Co (GHC), reported an exchange of shares on 2026-05-26. The Form 4 shows two dispositions of Class B common stock (5,600 and 400 shares) and an acquisition (derivative) of 6,000 Class A shares. No prices or dollar values were reported (listed as N/A). This was an exchange/conversion between share classes rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-05-26; Form 4 filed 2026-05-28 (appears timely, within required reporting window).
• Dispositions: 5,600 and 400 shares of Class B Common Stock (exchange transactions).
• Acquisition: 6,000 Class A shares recorded as a derivative acquisition; price reported as N/A.
• Shares owned after transaction: not specified in the summary provided.
• Relevant footnotes:
  • F1: Disposition of Class B shares in exchange for equivalent number of Class A shares.
  • F2: Includes 11 shares of Class B held in his Graham Holdings 401(k) account.
  • F4: Reporting person is a trustee of a trust that owns reported securities and disclaims beneficial ownership.
  • F5: Class A shares are convertible into Class B on a one-for-one basis.
  • F6: Notes an acquisition of Class A shares by the reporting person’s spouse in an exchange for Class B shares.
• No price, value, or 10b5-1 plan was disclosed on the filing.

Context
This filing documents a reclassification/exchange between share classes rather than a market transaction that would signal buying or selling pressure. For retail investors, such exchanges typically do not reflect a change in economic stake or a direct bullish/bearish signal. The trustee/beneficial-ownership disclaimer and spouse notation are standard disclosures clarifying how the shares are held.