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): February 19, 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) |
| ☐ | 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)) |
| ☐ | 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.
On
February 19, 2026, Getty Images Holdings, Inc. (“Getty Images”) issued a press release (“Press Release”) with
a statement on the UK Competition and Markets Authority’s provisional decision with respect to the previously announced merger
with Shutterstock Inc.
A
copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release issued by Getty Images Holdings, Inc., dated February 19, 2026. |
| 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. 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, 2024 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.
| |
GETTY IMAGES HOLDINGS, INC. |
| |
|
| Date: February 19, 2026 |
By: |
/s/
Kjelti Kellough |
| |
Name: |
Kjelti Kellough |
| |
Title: |
Senior Vice President, General Counsel, and Corporate
Secretary |
