Graham Holdings (GHC) CEO Timothy O'Shaughnessy Exchanges Class B for Class A

What Happened

• Timothy J. O'Shaughnessy, President, CEO and Director of Graham Holdings Company, reported an exchange of shares on 2026-08-13. The filing shows a disposition of 4,211 Class B shares and two corresponding reported acquisitions of 4,211 shares each (reported as derivative acquisitions). No purchase price is reported because these were exchange/conversion transactions between share classes rather than open-market trades.

Key Details

• Transaction date: 2026-08-13; Filing date: 2026-08-14 (timely).
• Reported lines: one disposition of 4,211 shares (Class B) and two acquisitions of 4,211 shares (reported as derivatives). Price: N/A (exchange/conversion).
• Footnotes of note:
  • F1: The disposition was an exchange of Class B shares for an equivalent number of Class A shares.
  • F4: Class A shares are convertible into Class B on a one-for-one basis and have no expiration.
  • F2/F5/F6: Filing notes include 13 Class B shares held by the reporting person in his 401(k) and references to spouse acquisitions and trust distributions related to Class A shares.
• Shares owned after transaction: not specified in the excerpt provided.

Context

• This was a share-class exchange (no cash sale or open-market purchase) rather than a buy/sell that signals a cash commitment or liquidation. For retail investors, exchanges between Class A and Class B are typically administrative or estate/ownership-structure actions; they do not necessarily reflect a change in economic exposure. The filing was submitted promptly (next day), and the derivative notation here reflects the convertible/related nature of the share classes rather than an options exercise.