Graham Holdings Co

Filing Date

Jan 21, 2026

Transaction Date

Jan 16, 2026

Accession Number

0001628280-26-002885

Form Type

4

Footnotes

1. (F1)On January 19, 2022, the reporting person received a restricted stock unit award (Award) with price-based vesting conditions. The terms of the Award provide that 1,000 shares vest if the issuer's Class B Common Stock's closing price meets or exceeds $700 for 90 consecutive calendar days on or before December 31, 2027, with an additional 1,000 shares vesting following each additional incremental increase of $100 in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027. On November 5, 2024, the first 1,000 shares vested following achievement of the first stock price goal. On January 27, 2025, the second 1,000 shares vested following achievement of the second stock price goal. On October 20, 2025, the third 1,000 shares vested following achievement of the third stock price goal. On January 16, 2026, the fourth 1,000 shares vested following achievement of the fourth stock price goal.
2. (F2)Represents the fifth tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $1,100 for 90 consecutive calendar days on or before December 31, 2027. As noted above, if such price-based vesting condition is satisfied, the reporting person is eligible for vesting of additional 1,000 share increments of Class B Common Stock for each additional $100 increase in the closing price of the issuer's Class B Common Stock maintained for 90 consecutive days on or before December 31, 2027 (e.g., if the closing price of the issuer's Class B Common Stock exceeds $1,200 for 90 consecutive calendar days, then 1,000 additional shares of Class B Common stock will vest).
3. (F3)N/A
4. (F4)Represents withholding of Class B shares for the tax liability associated with the vesting and settlement of the restricted stock unit award referred to in footnote 1 above.