UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 30, 2026
Getty Images Holdings, Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-41453 |
|
87-3764229 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
605 5th Ave S. Suite 400
Seattle, WA 98104
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including
area code: (206) 925-5000
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on which Registered |
| Class A Common Stock |
|
GETY |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously announced, on January 6, 2025, Getty Images Holdings,
Inc. (“Getty Images”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by
and among Getty Images, Shutterstock, Inc. (“Shutterstock”) and certain merger subsidiaries thereof.
After reviewing the proposed merger, the U.K. Competition and Markets
Authority (the “CMA”) conditioned its required clearance of the transactions contemplated by the Merger Agreement upon
a sale of Shutterstock’s editorial business. Getty Images is not required to accept that condition under the terms of the Merger
Agreement.
On June 30, 2026, the Board of Directors of Getty Images (the
“Getty Images Board”) unanimously resolved (a) not to proceed with the
process to sell Shutterstock’s editorial business under the supervision of the CMA, and (b) to terminate the Merger Agreement
following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material
change in the aforementioned circumstances prior to July 7, 2026. Following termination of the Merger Agreement, Getty Images,
Inc.’s 10.500% senior secured notes due 2030 (the “Senior Secured
Notes”) will be redeemed in accordance with a special mandatory redemption pursuant to the Senior Secured Notes
indenture dated as of October 21, 2025.
The Getty Images Board also intends to retain a financial advisor to
advise the Getty Images Board on strategic financing alternatives available to Getty Images.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
Cautionary Note Regarding Forward-Looking Statements
The statements in this document, and any related oral statements, include
forward-looking statements concerning Getty Images, Shutterstock, the proposed transaction described herein and other matters. All statements,
other than historical facts, are forward-looking statements. Forward-looking statements may discuss goals, intentions and expectations
as to future plans, trends, events, results of operations or financial condition, financings or otherwise, based on current beliefs and
involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements
speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of
future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur
or the timing thereof. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including
“believes,” “expects,” “may,” “will,” “should,” “could,” “might,”
“seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,”
“designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology,
but not all forward-looking statements include such identifying words. Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary. The forward-looking statements in this document relate to,
among other things, obtaining applicable regulatory approvals on a timely basis or otherwise, the possibility that the proposed transaction
may be terminated subject to changes in facts, circumstances or developments prior to the outside date, including any changes to the scope
or nature of any regulatory undertakings, and the ability of Getty Images to identify, engage and agree on terms with third-party advisors,
including financial advisors, in connection with the evaluation of strategic alternatives. A more fulsome discussion of the risks related
to the proposed transaction has been included in the information statement and proxy statement/prospectus. For a discussion of factors
that could cause actual results to differ materially from those contemplated by forward-looking statements, see the section captioned
“Risk Factors” in each of Getty Images’ and Shutterstock’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2025 and other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward looking statements.
While the list of factors presented here is, and the list of factors presented in the information statement and proxy statement/prospectus
is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Neither Getty Images nor
Shutterstock assumes, and each hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, on March 31, 2025, Getty
Images filed with the Securities and Exchange Commission (the “SEC”) a preliminary registration statement on Form S-4 that
includes an information statement of Getty Images and a proxy statement of Shutterstock and that also constitutes a prospectus with respect
to shares of Getty Images’ common stock to be issued in the proposed transaction (the “information statement and proxy statement/prospectus”).
The registration statement was amended in a pre-effective amendment on Form S-4/A on April 28, 2025. The registration statement, as amended,
was declared effective on April 30, 2025, and Getty Images filed a final prospectus on April 30, 2025. Each of Getty Images and Shutterstock
may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute
for the information statement and proxy statement/prospectus or any other document that Getty Images or Shutterstock has filed or may
file with or furnish to the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
INFORMATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the
information statement and definitive proxy statement/prospectus and other documents containing important information about Getty Images,
Shutterstock and the proposed transaction through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with
or furnished to the SEC by Getty Images are available free of charge on Getty Images’ website at investors.gettyimages.com or by
contacting Getty Images’ Investor Relations department by email at investorrelations@gettyimages.com. Copies of the documents filed
with or furnished to the SEC by Shutterstock are available free of charge on Shutterstock’s website at investor. shutterstock.com
or by contacting Shutterstock’s Investor Relations department by email at IR@Shutterstock.com.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GETTY IMAGES HOLDINGS, INC. |
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|
| Date: June 30, 2026 |
By: |
/s/ Kjelti Kellough |
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Name: |
Kjelti Kellough |
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Title: |
Senior Vice President, General Counsel, and Corporate Secretary |
