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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 |
Exhibit 99.1
Getty Images issues statement on CMA’s interim report
NEW YORK, February 19, 2026 – Getty Images (NYSE:
GETY), a preeminent global visual content creator and marketplace, today issued the following statement on the UK Competition and Markets
Authority’s (CMA) provisional decision:
“We are pleased to see the CMA’s
progress with respect to the proposed merger between Getty Images and Shutterstock, particularly its provisional finding that the merger
is not expected to result in competition issues in the global Stock content market.
We are disappointed and disagree with the CMA’s
provisional finding that the merger may result in a ‘substantial lessening of competition’ in the UK Editorial
market. We do not believe the analysis or interim conclusions reflect the composition of the UK market, the level of regional competition
within it or the alternatives available to customers.
We will continue to engage constructively with
the CMA and expect to file our response to the CMA’s interim report in line with the CMA’s timeline. We also continue to
work cooperatively with the U.S. Department of Justice as its review progresses.”
About Getty Images
Getty Images (NYSE: GETY) is a preeminent global visual content creator
and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size.
Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the
world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers
and videographers. Getty Images works with almost 600,000 content creators and more than 355 content partners to deliver this powerful
and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth
of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with
millions of images dating back to the beginning of photography.
Through its best-in-class creative library and Custom Content solutions,
Getty Images helps customers elevate their creativity and entire end-to-end creative process to find the right visual for any need. With
the adoption and distribution of generative AI technologies and tools trained on permissioned content that include indemnification and
perpetual, worldwide usage rights, Getty Images and iStock customers can use text to image generation to ideate and create commercially
safe compelling visuals, further expanding Getty Images capabilities to deliver exactly what customers are looking for.
For company news and announcements, visit our Newsroom.
Forward-Looking Statements
The statements in this press release, 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 press release 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 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.
