GETY Form 4: Senior VP Sold 5,816 Shares Under 10b5-1 Plan
Rhea-AI Filing Summary
Getty Images Holdings insider sale to cover taxes: Ken Mainardis, Senior Vice President and reporting person, sold 5,816 shares of Class A common stock on 09/24/2025 at a weighted average price of $2.03 per share to satisfy mandatory tax withholding tied to vesting restricted stock units and performance restricted stock units. The Form 4 states these non-discretionary sales were effected under Rule 10b5-1 trading plan instructions from award agreements dated March 16, 2023. After the sale, the reporting person beneficially owned 211,899 shares, held directly.
Positive
- Transaction executed under Rule 10b5-1 plan, indicating prearranged, non-discretionary sales
- Clear disclosure that the sale was to cover mandatory tax withholding from RSU/PRSU vesting
- Reporting person retains substantial direct ownership of 211,899 shares after the sale
Negative
- Reporting person sold 5,816 shares, reducing direct holdings by that amount
- Execution prices ranged as low as $1.97, which may be below recent trading levels (prices provided in filing)
Insights
TL;DR: Sale was non-discretionary under a 10b5-1 plan to cover tax withholding; procedural rather than performance-driven.
The Form 4 discloses a tax-withholding sale of 5,816 Class A shares at a weighted average of $2.03 executed on 09/24/2025. The filing explicitly states the trades relate to vesting and settlement of restricted stock units and performance restricted stock units and were effected pursuant to Rule 10b5-1 plan instructions tied to award agreements dated March 16, 2023. This framing indicates a routine administrative disposition rather than a discretionary sell signal by management. The reporting person retains 211,899 shares directly following the transaction.
TL;DR: Transaction is a routine vesting-related sale under a trading plan; materiality appears limited based on disclosed numbers.
The filing reports multiple trades executed at prices ranging from $1.97 to $2.15, with the reported weighted average price of $2.03. The reporter offers to provide detailed trade-by-trade prices upon request, consistent with transparency norms for Form 4s. The sale reduced holdings by 5,816 shares to a post-transaction direct beneficial ownership of 211,899 shares. The disclosure includes an Exhibit 24 power of attorney signature block and was signed by an attorney-in-fact for the reporting person on 09/26/2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 5,816 | $2.03 | $12K |
Footnotes (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.
