Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * O'Shaughnessy Laura 2. Issuer Name and Ticker or Trading Symbol Graham Holdings Co [GHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET, SUITE 1700 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2024 (Street) ARLINGTON, VA 22209 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock 4,099 D Class B Common Stock 2,700 D Class B Common Stock 11/01/2024 M 25,754 A $719.15 44,878 I Spouse(1) Class B Common Stock 11/01/2024 F 23,858(2) D $843.67 21,020 I Spouse Class B Common Stock 5,600 I Trust(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Common Stock

(4)

(4)

(4)

Class B Common Stock

2,700

2,700

D

Stock Option (Right to Buy)

$719.15

11/01/2024

M

25,754

(5)

11/03/2024

Class B Common Stock

25,754

$ 0

0 (5)

I

Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
O'Shaughnessy Laura C/O GRAHAM HOLDINGS COMPANY 1300 NORTH 17TH STREET, SUITE 1700 ARLINGTON, VA 22209		X

Signatures

/s/ Nicole Maddrey, attorney-in-fact	11/05/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person has no voting or investment power with respect to such shares. The reporting person disclaims beneficial ownership of the reported securities.
(2)	The options exercise was executed in anticipation of the November 3, 2024 expiration date on a net settlement basis.
(3)	The reporting person's spouse is a trustee of the trust that owns the reported securities. The reporting person is a beneficiary of such trust but has no voting or investment power with respect to the shares held in such trust. The reporting person disclaims beneficial ownership of the reported securities.
(4)	Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date.
(5)	The stock option is fully vested. After this exercise of 25,754 options, the reporting person's spouse has no vested and exercisable options remaining. The reporting person disclaims beneficial ownership of the reported securities.

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