Graham Holdings EVP Jacob Maas Receives 1,000 Shares; 501 Withheld

What Happened

• Jacob Maas, Executive Vice President of Graham Holdings Co. (GHC), received 1,000 shares upon vesting of price‑based restricted stock units (transaction code A) on August 28, 2026. The filing shows 501 shares were withheld (transaction code F) to cover tax liabilities at a reported value of $1,159.23 per share, totaling $580,774. The RSU shares were issued at no purchase price (acquired at $0.00); net new shares to Maas after withholding totaled 499.

Key Details

• Transaction date: August 28, 2026. Filing date: August 31, 2026 (timely).
• Award: 1,000 RSU shares vested and were settled (code A) at $0.00 acquisition cost shown.
• Tax withholding: 501 shares withheld (code F) at $1,159.23 each for $580,774 to cover taxes (footnote F5).
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes: The RSU award was granted Jan 19, 2022 with price-based vesting increments. This was the fifth tranche to vest after meeting the required stock-price goal (footnotes F1–F3). Additional tranches remain contingent on higher price thresholds maintained for 90 consecutive days through Dec 31, 2027.
• Transaction codes explained: A = Award/acquisition on vesting; F = shares withheld to satisfy tax liability (a common, routine action).

Context

• This was a vesting and settlement of RSUs, not an open-market sale or purchase. The withholding of shares to pay taxes is a routine administrative step (often called a "sell-to-cover") and does not by itself indicate the insider is selling additional stock on the market.
• The award is price‑conditioned (multiple tranches based on sustained stock-price targets). Further potential vesting depends on future sustained stock-price milestones through year-end 2027.