Getty Images GC offloads small stake for tax withholding purposes

Rhea-AI Filing Summary

Form 4 filing overview – Getty Images Holdings, Inc. (GETY)

On 25 June 2025, Kjelti Wilkes Kellough, General Counsel of Getty Images, executed a sale of 8,347 Class A common shares at a weighted-average price of $1.77 per share. The transaction was carried out under Rule 10b5-1 instructions and was expressly disclosed as a non-discretionary sale to satisfy mandatory tax-withholding obligations arising from the vesting of restricted stock units (RSUs) and performance RSUs granted on 16 March 2023.

Following the sale, Kellough retains 282,456 shares in direct ownership, indicating continued substantial equity alignment with shareholders. No derivative securities were reported acquired or disposed, and no additional transactions were disclosed in Table II.

The limited size of the transaction (≈ 1.5 million USD market value at period high–low) relative to Getty’s typical daily volume and the explicit tax-withholding rationale reduce concerns of discretionary divestment. The filing does not reveal any changes to executive roles, corporate strategy, or financial outlook.

Key takeaways for investors

• Routine insider sale tied to tax obligations, not discretionary profit-taking.
• Remaining shareholding (≈ 34× larger than shares sold) suggests sustained commitment.
• No indication of material impact on the company’s operations, capital structure, or governance.

Positive

• Use of Rule 10b5-1 plan demonstrates proactive compliance and reduces perception of opportunistic trading.
• Large remaining ownership (282,456 shares) signals continued executive alignment with shareholders.

Negative

• Insider share sale, albeit routine, can be interpreted as a short-term supply increase in the market.

Insights

Equity Research Analyst

TL;DR: Routine tax-related insider sale; negligible fundamental impact.

The filing records a small (<8.4 k shares) insider sale by Getty Images’ General Counsel at $1.77, executed under an established 10b5-1 plan to cover withholding taxes on RSU vesting. Post-transaction ownership remains large (282 k shares), reinforcing alignment. Because the sale is modest relative to float and explicitly tax-driven, I view the signal as neutral. There is no change to earnings outlook or risk profile.

Corporate Governance Specialist

TL;DR: Properly structured 10b5-1 trade; governance practices intact.

The use of a pre-arranged 10b5-1 plan and the detailed weighted-average price disclosure indicate adherence to SEC best practices. No red flags arise from timing or volume. The officer’s sizeable residual stake supports shareholder alignment. Hence, from a governance standpoint, this filing is benign and non-impactful.

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^*

Kellough Kjelti Wilkes

(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)
	General Counsel

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)		8,347	D	$1.77(2)	282,456	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	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 Getty Images (GETY) shares did the insider sell?

The General Counsel sold 8,347 Class A common shares on 25 June 2025.

What was the weighted-average sale price reported in the Form 4?

The weighted-average price was $1.77, with individual trades ranging from $1.71 to $1.85.

Why were the shares sold by Getty Images’ General Counsel?

The sale was non-discretionary and made to cover mandatory tax-withholding obligations upon RSU vesting.

How many shares does the insider still own after the transaction?

Following the sale, the insider directly owns 282,456 Class A shares.

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

Yes. The filing states the sale was effected pursuant to Rule 10b5-1 instructions adopted in the March 16 2023 award agreements.