Getty Images Holdings Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 7, 2024
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Item 5. Other Information
Insider Trading Arrangements and Policies
Other than as described in the table below, during the three months ended September 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K. The trading arrangements described below were entered into in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.
| Trading Arrangements | |||||
|---|---|---|---|---|---|
| Name and Title | Action | Date Adopted/Terminated | Rule 10b5-1 | Total Shares to be Sold | Expiration Date1 |
| Chinh Chu, Director2 | Adopted | 08/14/2024 | X | 15,060,230 | 11/2/2025 |
| Mikael Cho, Senior Vice President, CEO-Unsplash | Adopted | 07/11/20243 | X3 | 3 | 3 |
| Mikael Cho, Senior Vice President, CEO-Unsplash | Adopted | 08/27/20244 | X | 4 | 6/26/2025 |
| Grant Farhall, Senior Vice President, Chief Product Officer | Adopted | 09/06/20245 | X | 185,653 | 1/5/2025 |
| Kjelti Kellough, Senior Vice President, Secretary and General Counsel | Adopted | 08/23/20246 | X | 6 | 10/23/2025 |
| Jennifer Leyden, Senior Vice President, Chief Financial Officer | Adopted | 08/16/20247 | X | 15,000 | 6/30/2025 |
| Peter Orlowsky, Senior Vice President, Strategic Development | Terminated | 08/19/2024 | X | 158,061 | 10/24/2024 |
| Peter Orlowsky, Senior Vice President, Strategic Development | Adopted | 08/19/20248 | X | 8 | 8/28/2025 |
| Michael Teaster, Senior Vice President, Chief of Staff | Terminated | 08/15/2024 | X | 185,000 | 10/24/2024 |
| Michael Teaster, Senior Vice President, Chief of Staff | Adopted | 08/15/20249 | X | 9 | 5/29/2025 |
| Elizabeth Vaughan, Senior Vice President, Chief People Officer | Adopted | 08/13/202410 | X | 10 | 12/19/2025 |
1 Each plan terminates on the earlier of: (i) the expiration date listed in the table above, (ii) the first date on which all trades set forth in the plan have been executed, or (iii) such date the plan is otherwise terminated according to its terms.
2 Mr. Chu is a current member of the Company’s Board. Mr. Chu currently holds his Getty Images’ securities through CC Capital SP, LP (“CC Capital”) and CC NB Sponsor 2 Holdings LLC, a wholly owned subsidiary of CC Capital (“CC NB Sponsor”). CC Capital and CC NB Sponsor are controlled by Mr. Chu. The 10b5-1 plan was adopted on the date set forth in the table and has an effective date of November 2, 2024.
3 On July 11, 2024, Mr. Cho received an award of performance restricted stock units (“PRSUs”) subject to mandatory Rule 10b5-1 trading arrangement for “sell-to-cover” transactions (the “sell-to-cover 10b5-1 arrangement”). The PRSU award is based on the achievement of Company performance goals, and provides for the non-discretionary, automatic sale of shares of Class A Common stock that would otherwise be issuable on each settlement date of a covered PRSU in an amount sufficient to satisfy the applicable tax withholding obligation. The number of shares of Class A common stock that will be sold to satisfy applicable tax withholding obligations upon vesting will vary depending on whether vesting conditions are satisfied and the market price of our Class A common stock at the time of settlement. The expiration date of the 10b5-1 sell-to-cover trading arrangement is the final settlement of any covered PRSUs.
4 The plan provides for the sale of up to 43,975 shares of Class A common stock plus the sale of the net shares of Class A common stock that Mr. Cho will receive from the vesting and settlement of up to 30,936 outstanding restricted stock units and 41,666 PRSUs granted prior to the adoption of his current Rule 10b5-1 plan until the plan’s end date on June 26, 2025. Mr. Cho’s 10b5-1 plan was adopted on the date set forth in the table and has an effective date of November 26, 2024.
5 Mr. Farhall’s 10b5-1 plan was adopted on the date set forth in the table and has an effective date of December 20, 2024.
6 The plan provides for the sale of up to 300,000 shares of Class A common stock upon the upon exercise of outstanding options. Ms. Kellough’s 10b5-1 plan was adopted on the date set forth in the table and has an effective date of November 26, 2024.
7 Ms. Leyden’s 10b5-1 plan was adopted on the date set forth in the table and has an effective date of January 2, 2025.
8 The plan provides for the sale of up to 125,579 shares of Class A common stock upon exercise of outstanding options, plus the sale of up to 100,000 shares of Class A common stock. Mr. Orlowsky’s 10b5-1 plan was modified on the date set forth in the table above and has an effective date of November 18, 2024.
9 This plan provides for the sale of up to 802,000 shares of Class A common stock upon exercise of outstanding options, plus the sale of up to 160,000 shares of Class A common stock. Mr. Teaster’s 10b5-1 plan was modified on the date set forth in the table and has an effective date of November 15, 2024.
10 The plan provides for the sale of up to 300,000 shares of Class A common stock upon the exercise of outstanding options. Ms. Vaughan’s 10b5-1 plan was adopted on the date set forth in the table and has an effective date of January 2, 2025.
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