Getty Images (GETY) files Form 144: brokered resale of Class A shares

Rhea-AI Filing Summary

Getty Images Holdings, Inc. submitted a Form 144 notice for proposed sales of Class A Common Stock. The filing lists shares originally received as merger consideration and shares acquired upon exercise of warrants, with examples including 9,282,232 shares and 5,777,998 shares tied to transactions in 07/22/2022 and 08/29/2022.

The filing names Cantor Fitzgerald & Co. as broker-dealer and records the warrant exercises as having occurred on a cashless basis.

Insights

Equity Capital Markets Analyst

Form 144 notifies a broker of proposed resale of previously acquired shares.

The filing lists proposed sales of Class A Common Stock that were acquired as merger consideration on 07/22/2022 and upon warrant exercises on 08/29/20229,282,232 and 5,777,998 shares.

Cashflow treatment for these proposed sales is not stated in the excerpt; the broker named is Cantor Fitzgerald & Co.. Subsequent SEC filings will report actual transactions and settle timing.

Securities Compliance Specialist

The notice documents resale intent and source of the shares, including cashless warrant exercises.

The excerpt identifies shares received as merger consideration and shares acquired via exercise of 9,280,000 warrants exercised on a cashless basis, reflected as 5,777,998 shares on 08/29/2022. The filing names the broker on the form.

Regulatory next steps typically include reporting actual sales on subsequent Form 4 or Rule 144 transaction reports; timing and proceeds are not included in the provided text.

Key Figures

Merger-consideration shares: 9,282,232 shares Shares from warrant exercise: 5,777,998 shares Warrants exercised: 9,280,000 warrants

3 metrics

Merger-consideration shares 9,282,232 shares acquired as consideration on <date>07/22/2022</date>

Shares from warrant exercise 5,777,998 shares issued upon exercise on <date>08/29/2022</date>

Warrants exercised 9,280,000 warrants exercised on a cashless basis (08/29/2022)

Key Terms

cashless exercise, merger consideration, Form 144

3 terms

cashless exercise financial

"Exercise of 9,280,000 warrants ... exercised on a cashless basis"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

merger consideration corporate

"Shares purchased as consideration in the consummation of the business combination"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Form 144 regulatory

"Filer Information ... Securities To Be Sold ... Securities Sold During The Past 3 Months"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Cantor Fitzgerald & Co. 499 Park Avenue New York NY 10022	14183580	10751153.64	418959244	06/15/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	07/22/2022	Shares purchased as consideration in the consummation of the business combination with CC Neuberger Principal Holdings II	Getty Images Holdings, Inc.			9282232	07/22/2022	Merger consideration
Class A Common Stock	08/29/2022	Shares acquired upon exercise of warrants of Getty Images Holdings, Inc.	Getty Images Holdings, Inc.			5777998	08/29/2022	Exercise of 9,280,000 warrants of Getty Images Holdings, Inc. initially acquired in the consummation of the business combination with CC Neuberger Principal Holdings II, exercised on a cashless basis

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Getty Images' (GETY) Form 144 notify?

It notifies a proposed resale of Class A Common Stock by holders. The excerpt lists shares tied to merger consideration dated 07/22/2022 and warrant exercises dated 08/29/2022, with examples of 9,282,232 and 5,777,998 shares.

Who is the broker named in the GETY Form 144 filing?

The filing names Cantor Fitzgerald & Co. as the broker-dealer. The broker is listed alongside the Class A Common Stock entries in the provided excerpt and is the agent for the proposed resale.

Were the Getty Images warrants exercised for cash or cashless consideration?

The excerpt states the warrants were exercised on a cashless basis. It notes the exercise of 9,280,000 warrants resulting in an indicated share figure shown on 08/29/2022 in the filing.

Does the Form 144 specify proceeds or sale timing for GETY shares?

The provided excerpt does not state sale proceeds or exact timing of resale. It lists the shares to be sold, acquisition dates, and the broker, but not transaction prices or scheduled sale dates.

What share counts are shown in the Getty Images excerpt?

Examples in the excerpt include 9,282,232 shares associated with merger consideration and 5,777,998 shares linked to warrant exercises on 08/29/2022. These counts appear as line items in the filing.