Jacob Maas - Jan 27, 2025 Form 4 Insider Report for Graham Holdings Co (GHC)

Signature
/s/ Nicole M. Maddrey, attorney-in-fact
Stock symbol
GHC
Transactions as of
Jan 27, 2025
Transactions value $
-$402,198
Form type
4
Date filed
1/29/2025, 04:21 PM
Previous filing
Jan 6, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GHC Class B Common Stock Award $0 +1K +21.16% $0.00 5.73K Jan 27, 2025 Direct F1, F2, F3
transaction GHC Class B Common Stock Tax liability -$402K -438 -7.65% $918.26 5.29K Jan 27, 2025 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 Represents the third tranche of the Award, which will vest if the closing price of the issuer's Class B Common Stock exceeds $900 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 $1,000 for 90 consecutive calendar days, then 1,000 additional shares of Class B Common stock will vest).
F3 N/A
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.