Maas, Jacob 4

What Happened

• Jacob Maas, Executive Vice President of Graham Holdings Co. (GHC), had 1,000 restricted stock units (RSUs vest) on January 16, 2026 (transaction code A — Award/Acquisition). Those 1,000 Class B shares were recorded as acquired at $0.00 (typical for RSU settlement).
• To satisfy the tax withholding for that vesting, 377 Class B shares were withheld (transaction code F — Payment of exercise price or tax liability). The withholding was recorded at $1,150.50 per share for a total withholding value of $433,739.

Key Details

• Transaction dates and prices:
  • 2026-01-16: Received 1,000 RSUs (vested) — $0.00 acquisition price recorded.
  • 2026-01-16: 377 shares withheld for taxes at $1,150.50/share = $433,739.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes:
  • The RSU award was originally granted Jan 19, 2022 with price‑based vesting. Prior tranches vested as price thresholds were met; this transaction represents another tranche that vested after achieving the applicable stock-price goal. A future tranche will vest if the Class B stock closes above $1,100 for 90 consecutive calendar days on or before Dec 31, 2027 (and additional 1,000-share tranches for each further $100 increase meeting the same condition).
  • The 377-share disposal is a withholding to cover the tax liability from the RSU vesting.
• Filing timeliness: The Form 4 was filed on 2026-01-21 reporting a 2026-01-16 transaction — later than the standard 2-business-day reporting window for Form 4s (the filing appears delayed).

Context

• This was a vesting/settlement of price‑conditioned RSUs, not an open‑market purchase or discretionary sale. The withholding of shares to cover taxes is routine when equity awards vest and does not necessarily indicate a change in an insider's view of the company.