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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 23, 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 23, 2026, Getty Images Holdings,
Inc. (“Getty Images”) and Shutterstock Inc. (“Shutterstock”) issued a press release (“Press Release”)
announcing that the United States Department of Justice (DOJ) concluded its review of the previously announced merger and the applicable waiting period under the Hart-Scott-Rodino Act has expired, without conditions.
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. and
Shutterstock Inc., dated February 23, 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 23, 2026 |
By: |
/s/ Kjelti Kellough |
| |
Name: |
Kjelti Kellough |
| |
Title: |
Senior Vice President, General Counsel, and Corporate Secretary |
Exhibit 99.1
Getty Images and Shutterstock Receive Unconditional Antitrust
Clearance from U.S. Department of Justice for Proposed Merger
NEW YORK,
February 23, 2026 -- Getty Images Holdings, Inc. (NYSE: GETY) (“Getty
Images”) and Shutterstock, Inc. (NYSE: SSTK) announced today that the United States
Department of Justice (DOJ) has concluded its review of the companies’ proposed merger of equals and the applicable waiting period
under the Hart-Scott-Rodino Act has expired, without conditions.
“We are very pleased with the DOJ’s decision in recognizing
the merits of this transaction,” said Craig Peters, CEO, Getty Images. “With today’s DOJ clearance, we take a significant
step forward in bringing together these two companies and unlocking opportunities to strengthen our financial foundation and invest in
our future.”
Added Paul Hennessy, CEO, Shutterstock, “By combining our complementary
strengths, we will be able to deliver even better service and support for customers and contributors over time. We will continue to work
alongside Getty Images to secure the remaining necessary approval for this transaction.”
The merger transaction is expected to deliver substantial synergies
across SG&A and CAPEX following close.
Prior to the DOJ’s decision, in the United Kingdom, the Competition
and Markets Authority (CMA) issued its interim report on February 19 as part of the ongoing Phase 2 review. Getty
Images and Shutterstock are actively engaged with the CMA ahead of the CMA’s final decision due by April 19, to further the
CMA’s understanding of the Editorial market and how the merger enhances the combined company’s ability to serve customers,
contributors, and partners in a highly competitive marketplace. Based on the merits of the transaction and market realities, Getty Images
and Shutterstock remain hopeful that the CMA will reach a conclusion consistent with the DOJ and other regulators around
the globe.
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 Getty Images news and announcements, visit Getty Images’
Newsroom.
About Shutterstock
Shutterstock is in the business of turning ideas into impact. Powered
by a global network of millions of creators and our cutting-edge technology, we provide businesses, creatives and brand leaders with the
essential, universal ingredients to make their work more effective. Shutterstock is home to one of the world's largest and most diverse
collections of high-quality licensable assets, data and AI solutions, advertising and distribution solutions, exclusive editorial content,
and full-service studio production—delivering unparalleled resources to fuel great work.
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,
in the case of Getty Images for the fiscal year ended December 31, 2024 and in the case of Shutterstock 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 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.
