GETY insider Form 4: Mainardis tax-withholding sale, 217,715 shares remain

Rhea-AI Filing Summary

Insider transaction overview: On 06/25/2025, Senior Vice President Kenneth Arrigo Mainardis of Getty Images Holdings (GETY) sold 5,872 Class A common shares at a weighted-average price of $1.77, as disclosed in a Form 4 filed on 06/27/2025.

Reason for sale: The shares were automatically sold to satisfy mandatory tax-withholding obligations associated with the vesting of restricted stock units and performance stock units. The transaction was executed pursuant to a pre-arranged Rule 10b5-1 trading plan specified in award agreements dated March 16, 2023.

Post-transaction ownership: Following the sale, Mr. Mainardis continues to hold 217,715 shares directly.

Investor takeaways: The disposition represents roughly 2.7% of the executive’s reported holdings and appears routine rather than discretionary. No derivative security activity was reported.

Positive

• Transparent disclosure of sale purpose, pricing range, and Rule 10b5-1 plan.
• Executive retains 217,715 shares, signalling continued alignment with shareholders.

Negative

• Insider selling, even if small, can be perceived negatively by the market.

Insights

Financial Analyst

TL;DR: Small, pre-planned insider sale; unlikely to move GETY fundamentals.

The 5,872-share sale (~US$10,400) is immaterial versus Getty Images’ market cap and the executive’s remaining 217,715 shares. The Form 4 clarifies the purpose—covering tax obligations—and that it was carried out under Rule 10b5-1 instructions, limiting discretionary timing. Because the sale size is modest and ownership remains substantial, the filing does not materially alter earnings outlook, liquidity, or strategy. Investors may view it as routine housekeeping rather than a signal on future performance.

Corporate Governance Expert

TL;DR: Rule 10b5-1 tax-withholding sale meets governance norms; neutral impact.

The filing demonstrates adherence to Section 16 reporting and Rule 10b5-1 protocols, indicating sound compliance practices. Explicit disclosure of weighted-average pricing and willingness to supply trade details upon request enhance transparency. Because the sale is nondiscretionary and less than 3 % of the insider’s holdings, it raises minimal governance concerns and should not be construed as a bearish insider signal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mainardis Kenneth Arrigo

(Last) (First) (Middle)

C/O GETTY IMAGES HOLDINGS, INC.

605 5TH AVENUE SOUTH, SUITE 400

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Getty Images Holdings, Inc. [ GETY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of 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

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 A Common Stock	06/25/2025		S(1)		5,872	D	$1.77(2)	217,715	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The non-discretionary sales to cover mandatory tax withholding obligations in connection with the vesting and settlement of restricted stock units and performance restricted stock units reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan instructions adopted in connection by the Reporting Person in award agreements, dated March 16, 2023, for the respective equity grants.

2. This transaction was executed in multiple trades at prices ranging from $1.71 to $1.85. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Kjelti Kellough, as attorney in fact for Ken Mainardis	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many shares did GETY SVP Kenneth Mainardis sell on 06/25/2025?

He sold 5,872 Class A shares.

What was the purpose of the insider sale reported in GETY’s Form 4?

The shares were sold solely to cover mandatory tax-withholding obligations related to vested stock units.

How many Getty Images shares does Mainardis own after the transaction?

He owns 217,715 shares directly following the sale.

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes, the sale occurred pursuant to pre-arranged Rule 10b5-1 instructions outlined in March 16 2023 award agreements.

What price range were the GETY shares sold at?

Trades occurred between $1.71 and $1.85, with a weighted-average price of $1.77.