A Form 4 filed on August 31, 2026 with the SEC discloses that Jacob Maas, Executive Vice President of Graham Holdings Co (NYSE:GHC), reported two transactions in Class B Common Stock on August 28, 2026, stemming from a price-based restricted stock unit award.

Key Highlights

  • Fifth tranche vested: 1,000 shares of Class B Common Stock were acquired by Maas on August 28, 2026 (transaction code A) at a price of $0, representing the fifth price-based vesting milestone of a January 19, 2022 RSU award.
  • Shares withheld for taxes: 501 shares were disposed of on August 28, 2026 (transaction code F) at $1,159.23 per share to cover tax liability associated with the RSU vesting.
  • Post-transaction ownership: Following both transactions, Maas directly and beneficially owns 7,156 shares of Class B Common Stock.
  • Sixth tranche conditions: According to the filing, the next 1,000 shares will vest only if the Class B Common Stock closing price exceeds $1,200 for 90 consecutive calendar days on or before December 31, 2027.
  • Prior milestones: The filing notes previous tranches vested on November 5, 2024; January 27, 2025; October 20, 2025; and January 16, 2026, each upon achievement of successive $100 stock price increments above $700.

Jacob Maas RSU Award Milestones and Current Ownership at Graham Holdings

According to the filing, Jacob Maas received a restricted stock unit award on January 19, 2022, with price-based vesting conditions. The award provides that 1,000 shares vest when the issuer's Class B Common Stock closing price meets or exceeds $700 for 90 consecutive calendar days on or before December 31, 2027, with an additional 1,000 shares vesting for each subsequent $100 increment in closing price sustained for 90 consecutive days by that same deadline.

The filing discloses that the fifth tranche of 1,000 shares vested on August 28, 2026, following achievement of the fifth stock price goal. On the same date, 501 shares were withheld at $1,159.23 per share, which the filing states "represents withholding of Class B shares for the tax liability associated with the vesting and settlement of the restricted stock unit award." The net effect left Maas with direct beneficial ownership of 7,156 shares of Class B Common Stock.

The filing further describes the conditions for the sixth tranche: those 1,000 shares will vest if the Class B Common Stock closing price exceeds $1,200 for 90 consecutive calendar days on or before December 31, 2027. The filing also notes that eligibility for further 1,000-share increments continues for each additional $100 increase in the sustained closing price by the same deadline. The Form 4 was signed by Nicole M. Maddrey as attorney-in-fact on August 31, 2026.

What Was Disclosed

The filing reports two Class B Common Stock transactions by Graham Holdings Executive VP Jacob Maas on August 28, 2026: acquisition of 1,000 RSU-vested shares at $0 and disposition of 501 shares at $1,159.23 for tax withholding, leaving him with direct ownership of 7,156 shares.