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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Graham Holdings Company (Name of Issuer) |
Class B Common Stock $1.00 par value (Title of Class of Securities) |
(CUSIP Number) |
Nicole M. Maddrey Graham Holdings Company, 1812 North Moore Street Arlington, VA, 22209 (703) 345-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/29/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Laura G. O'Shaughnessy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
434,689.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock $1.00 par value | |
| (b) | Name of Issuer:
Graham Holdings Company | |
| (c) | Address of Issuer's Principal Executive Offices:
1812 North Moore Street, Suite 2100, Arlington,
VIRGINIA
, 22209. | |
Item 1 Comment:
Explanatory Note: This statement on Schedule 13D (this "Statement") relates to Class B Common Stock par value $1.00 per share (the "Class B Common Stock"), of Graham Holdings Company, a Delaware corporation (the "Company"). The statement on Schedule 13D filed by Laura G. O'Shaughnessy dated September 5, 2024 (the "Schedule 13D"), is hereby amended and supplemented as set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
This Statement is being filed, in part, to reflect a change in the percentage of the outstanding Class B Common Stock beneficially owned by the Reporting Person as a result of the change in the outstanding shares of Class B Common Stock reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2026, and certain earlier transactions by the Reporting Person. | ||
| Item 2. | Identity and Background | |
| (b) | The description set forth in Item 2(b) of the Schedule 13D is hereby amended in its entirety to read as follows: The principal business address of the Reporting Person is 1812 North Moore Street, Suite 2100, Arlington, VA 22209. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and Item 5(b) of the Schedule 13D is hereby amended in its entirety to read as follows:
Interests of the Reporting Person:
As of November 2, 2026, the Reporting Person was the beneficial owner (as determined in accordance with Rule 13d-3(a), (c) and (d) under the Act) of 434,689 shares of Class B Common Stock of the Company, constituting approximately 12.0% of such shares then outstanding (as determined in accordance with Rule 13d-3(d)(1) under the Act). Such beneficial ownership is as set forth in paragraphs (a) through (d) below.
(a) 191,705 shares of Class A Common Stock, par value $1.00 per share ("Class A Common Stock"), of the Company (Class A Common Stock being convertible share for share into Class B Common Stock), held in trusts for the benefit of the Reporting Person and her siblings, respectively, for which the Reporting Person had shared voting power with respect to such shares by virtue of a revocable proxy granted by Daniel L. Mosley, as trustee. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting power with respect to such shares.
(b) 200,197 shares of Class A Common Stock, held in trusts for the benefit of the Reporting Person's father, for which the Reporting Person had sole voting power with respect to such shares by virtue of a revocable proxy granted by the Reporting Person's father and Mr. Mosley, as trustees.
(c) 19,922 shares of Class A Common Stock, held by the Reporting Person. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting and investment power with respect to such shares with her spouse.
(d) 22,865 shares of Class B Common Stock, held jointly by the Reporting Person and her spouse. The Reporting Person has determined in light of the relevant facts and circumstances that she had shared voting and investment power with respect to such shares with her spouse. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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