GETY Form 4: Insider tax-withholding sale of 6,271 shares at $1.77

Rhea-AI Filing Summary

Getty Images Holdings (GETY) Form 4 filing: Chief Marketing Officer Gene Foca disclosed the sale of 6,271 Class A common shares on 06/25/2025 at a weighted-average price of $1.77, with trade prices ranging from $1.71 to $1.85. The transaction was an automatic, non-discretionary sale executed under Rule 10b5-1 instructions to cover mandatory tax-withholding obligations stemming from previously granted restricted stock units and performance RSUs that vested on the same date. After the sale, Foca directly owns 487,672 shares of Getty Images stock. No derivative securities were bought or sold, and no other insiders were involved.

Insights

Securities Analyst

TL;DR: Minor, tax-driven insider sale; negligible valuation impact.

The 6,271-share disposal equates to roughly 1.3% of Gene Foca’s post-transaction holdings and an even smaller fraction of GETY’s public float. Because it was pre-arranged under a Rule 10b5-1 plan and explicitly tied to RSU tax obligations, the sale offers limited, if any, informational value about management’s view of the company’s prospects. From a liquidity standpoint, the ~$11,100 proceeds are immaterial. Therefore, the filing is best classified as routine compliance rather than a directional insider signal.

Corporate Governance Expert

TL;DR: Filing reflects standard governance; no red flags detected.

The use of a 10b5-1 plan and disclosure of weighted-average pricing aligns with best-practice transparency. The small size of the sale relative to Foca’s residual stake (nearly half a million shares) suggests continued alignment with shareholders. No pattern of large or recurring sales is evident, and the explanatory note clarifies the transaction purpose. Governance risk remains unchanged.

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^*

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)
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)		6,271	D	$1.77(2)	487,672	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 Gene Foca	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

What insider transaction did Getty Images (GETY) report on 06/25/2025?

CMO Gene Foca sold 6,271 Class A shares of Getty Images common stock.

At what price were the 6,271 GETY shares sold?

The shares were sold at a weighted-average price of $1.77, within a $1.71–$1.85 range.

Why was Gene Foca’s sale executed?

The sale was a non-discretionary transaction to cover tax-withholding obligations from vested RSUs and PRSUs.

How many Getty Images shares does Gene Foca own after the sale?

After the transaction, Foca directly owns 487,672 shares of GETY.

Was the sale conducted under a 10b5-1 trading plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan established in March 2023.