STOCK TITAN

Form 4: GETY Insider Sale — Gene Foca Sells 6,212 Shares to Cover Taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Getty Images Holdings insider Gene Foca, listed as the company's Chief Marketing Officer, reported the sale of 6,212 shares of Class A common stock on September 24, 2025. The shares were sold at a weighted average price of $2.03 per share in multiple trades, and the sale was made to cover mandatory tax-withholding tied to the vesting and settlement of restricted stock units and performance restricted stock units. After the transaction, the reporting person beneficially owned 481,460 shares. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan and that the filer will provide trade-level details on request.

Positive

  • Transaction executed under a Rule 10b5-1 plan, indicating the sale followed pre-established instructions
  • Sale was disclosed promptly on Form 4 with an attorney-in-fact signature and an offer to provide trade-level details on request

Negative

  • None.

Insights

TL;DR: Routine insider sale under a 10b5-1 plan to cover tax withholding; not an earnings or operational development.

This Form 4 documents a small, pre-scheduled disposal of 6,212 Class A shares at a weighted average price of $2.03, executed to satisfy tax obligations from vested equity awards. The transaction is described as non-discretionary and governed by a Rule 10b5-1 plan, which typically reduces signaling risk because trades follow pre-set instructions rather than active timing by management. The filing confirms continued beneficial ownership of 481,460 shares, and the reporting person is an executive officer, not a CEO or major shareholder. From an investor-impact perspective, this disclosure is procedural and does not convey new information about company performance.

TL;DR: Proper disclosure of an award-related sale under a documented trading plan; governance process appears followed.

The Form 4 states the sales were carried out pursuant to Rule 10b5-1 trading plan instructions tied to award agreements dated March 16, 2023, which suggests the company and the reporting person followed standard governance protocols for handling insider sales tied to compensation. The filer also offers to provide detailed trade-level information on request, and the Form is signed by an attorney-in-fact, indicating executed power-of-attorney procedures. This is a compliance-focused filing without material governance concerns disclosed.

Insider Foca Gene
Role Chief Marketing Officer
Sold 6,212 shs ($13K)
Type Security Shares Price Value
Sale Class A Common Stock 6,212 $2.03 $13K
Holdings After Transaction: Class A Common Stock — 481,460 shares (Direct)
Footnotes (1)
  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. This transaction was executed in multiple trades at prices ranging from $1.97 to $2.15. 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.
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).
1. Name and Address of Reporting Person*
Foca Gene

(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)
Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025
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 09/24/2025 S(1) 6,212 D $2.03(2) 481,460 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 $1.97 to $2.15. 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:
Exhibit 24 - Power of Attorney
/s/ Kjelti Kellough, as attorney in fact for Gene Foca 09/26/2025
** 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

What shares did Gene Foca sell according to the Form 4 for GETY?

The Form 4 reports the sale of 6,212 shares of Class A common stock.

When was the sale reported and at what price per share?

The sale was executed on September 24, 2025 at a weighted average price of $2.03 per share.

Why were the shares sold by the reporting person?

The filing states the sales were non-discretionary and made to cover mandatory tax withholding arising from the vesting and settlement of restricted stock units and performance restricted stock units.

How many Getty Images shares does the reporting person own after the sale?

After the transaction the reporting person beneficially owned 481,460 shares.

Was the sale part of a planned trading arrangement?

Yes, the sale was effected pursuant to a Rule 10b5-1 trading plan tied to award agreements dated March 16, 2023.