Getty Images expects no common stock recovery under plan
If confirmed, the plan would cancel existing equity, and current common holders are expected to receive no recovery.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Getty Images Holdings, Inc. agreed to a comprehensive recapitalization through a prepackaged Chapter 11 plan. The approximately $533 million equity commitment includes debtor-in-possession term loans and approximately $100 million of majority-shareholder prepetition debt converting to equity. On the Plan’s effective date, Consenting Shareholders would make a $433,212,922.50 cash equity investment, reduced by outstanding Financing term loans other than delayed-draw loans; a separate debtor-in-possession facility is for up to $143 million.
Other holders’ first-lien term loans and secured notes would convert into new first-lien debt with extended maturities and reduced interest. The revolver would become an amended $150 million facility, repaid and undrawn at emergence. All senior unsecured notes would be retired for an aggregate cash payment of approximately $170.2 million. Existing equity would be canceled; majority shareholders would own 100% of the reorganized company, subject to management incentive plan dilution, and current common holders are expected to receive no recovery if the Plan is confirmed. Getty Images plans to solicit Plan votes in the coming days, begin limited U.S. Chapter 11 cases in the coming weeks, and expects completion by year end.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Current common holders are expected to receive no recovery if the Plan is confirmed.
- Major pointGetty Images disclosed its expressed substantial doubt about its ability to continue as a going concern.
Filing Explained
The $30 million delayed-draw tranche can become preferred interests at emergence without reducing the cash equity investment.
Under the restructuring support agreement entered on
Of the up-to
8-K Event Classification
Key Figures
Key Terms
prepackaged Chapter 11 plan of reorganization regulatory
debtor-in-possession financial
fiduciary out regulatory
Delayed-Draw Term Loans financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happens to GETY common stock under the proposed restructuring?
How much debtor-in-possession financing is available for Getty Images?
When does Getty Images expect to complete its restructuring?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including
area code: (
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 | ||
| OTC |
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 1.01. Entry into a Material Definitive Agreement.
On October 12, 2026, Getty Images Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into a restructuring support agreement with the Company’s majority shareholders, holders of all of the Company’s revolving loans, more than two-thirds of its term loans and senior secured notes, and more than two-thirds of its senior unsecured notes, providing for a comprehensive recapitalization to be implemented through a prepackaged chapter 11 plan of reorganization. As described in more detail below, the recapitalization contemplates, among other things: (i) an equity commitment of approximately $533 million by the majority shareholders, inclusive of debtor-in-possession term loans to be provided by certain shareholders and approximately $100 million of prepetition debt held by the majority shareholders that will convert into equity upon emergence; (ii) the conversion of the first lien term loans and senior secured notes held by holders other than the majority shareholders into new first lien debt with extended maturities and a reduced interest rate, and the conversion of the revolving loans into an amended and restated $150 million revolving credit facility, that will be repaid and undrawn at emergence; (iii) the retirement of all of the senior unsecured notes in exchange for an aggregate cash payment of approximately $170.2 million; and (iv) the cancellation of all existing equity interests in the Company, with the majority shareholders owning 100% of the reorganized company upon emergence, subject to dilution by a management incentive plan.
Restructuring Support Agreement
On October 12, 2026, the Company and certain of its subsidiaries (collectively with the Company, the “Company Parties”) entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, including the restructuring term sheet attached as Exhibit A thereto (the “Restructuring Term Sheet”), the “RSA”) with: (i) certain holders of, or investment advisors, sub-advisors or managers of funds or accounts that hold claims (the “Secured Funded Debt Claims”) in respect of the Company’s U.S. dollar-denominated term loans (the “USD Term Loans”) and euro-denominated term loans (the “EUR Term Loans” and, together with the USD Term Loans, the “Term Loans”) under the Credit Agreement, dated as of February 19, 2019 (as amended and restated from time to time, the “Credit Agreement”), among certain of the Company Parties, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto, and the 11.250% Senior Secured Notes due 2030 issued by Getty Images, Inc. (the “Secured Notes”) (such holders, the “Consenting Secured Lenders”); (ii) certain holders of claims in respect of revolving loans under the Credit Agreement (the “Revolving Loans”) (such holders, the “Consenting RCF Lenders”); (iii) certain holders of claims (the “Unsecured Notes Claims”) in respect of the 14.000% Senior Notes due 2028 and the 9.750% Senior Notes due 2027, each issued by Getty Images, Inc. (together, the “Unsecured Notes”) (such holders, the “Consenting Unsecured Noteholders” and, together with the Consenting Secured Lenders and the Consenting RCF Lenders, the “Consenting Creditors”); and (iv) certain holders of equity interests in the Company, including the Company’s Class A common stock (the “Common Stock”) (such holders, the “Consenting Shareholders” and, together with the Consenting Creditors, the “Consenting Stakeholders”).
The RSA was unanimously approved by the unconflicted members of the Board of Directors of the Company (the “Board”) following the recommendation of the independent special committee of the Board. As of the date of the RSA, the Consenting Stakeholders hold, in the aggregate, approximately 89% of the outstanding principal amount of the Secured Funded Debt Claims, 100% of the outstanding principal amount of the Revolving Loans and approximately 83.5% of the outstanding principal amount of the Unsecured Notes (excluding any Unsecured Notes held by the Consenting Shareholders or their affiliates).
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Under the RSA, the Consenting Stakeholders have agreed, among other things and subject to the terms and conditions of the RSA, to support the comprehensive recapitalization of the Company Parties (the “Restructuring Transactions”), including by timely voting their claims and interests entitled to vote to accept the prepackaged chapter 11 plan of reorganization (the “Plan”), and not to object to, delay or interfere with the Restructuring Transactions or support any alternative restructuring proposal. The Company Parties have agreed, among other things, to support and take all steps reasonably necessary to consummate the Restructuring Transactions and to comply with the Milestones (as defined below). The RSA also contains other covenants customary for agreements of this type.
The RSA includes a customary “fiduciary out” that permits the Company Parties and their governing bodies to take or refrain from taking any action, including to consider and respond to alternative restructuring proposals, to the extent required by their fiduciary duties or applicable law, subject to certain notice obligations.
Milestones
The RSA requires the Company Parties to implement the Restructuring Transactions in accordance with certain milestones (the “Milestones”), including that:
| ● | no later than October 21, 2026, solicitation of votes on the Plan shall have commenced, and the Company Parties shall have commenced chapter 11 cases; |
| ● | no later than 3 business days after the commencement of the chapter 11 cases, the bankruptcy court shall have entered an interim order approving the Financing (as defined below); |
| ● | no later than 35 calendar days after the commencement of the chapter 11 cases, the bankruptcy court shall have entered a final order approving the Financing; |
| ● | no later than 55 calendar days after the commencement of the chapter 11 cases, the bankruptcy court shall have entered an order confirming the Plan; and |
| ● | no later than 75 calendar days after the commencement of the chapter 11 cases, the Restructuring Effective Date (as defined below) shall have occurred. |
Each Milestone is subject to bankruptcy court availability and may be extended or waived with the consent of the requisite Consenting Stakeholders. The Milestone for the Restructuring Effective Date may also be extended by up to an additional 30 calendar days with the consent of each Consenting Shareholder if all conditions to the Restructuring Effective Date have been satisfied other than the receipt of required regulatory or other governmental approvals and conditions to be satisfied on the Restructuring Effective Date. No Milestone may be extended beyond the termination date under the Financing without the consent of the lenders under the Financing.
Financing and New Equity Investment
The RSA contemplates a debtor-in-possession multi-draw term loan financing facility to be provided by certain Consenting Shareholders (the “Financing”) in an aggregate principal amount of up to $143,000,000, consisting of (i) $113,000,000 of term loans, of which $85,000,000 would be available upon interim court approval and $28,000,000 would be available upon final court approval, and (ii) $30,000,000 of delayed-draw term loans (the “Delayed-Draw Term Loans”) available upon interim court approval. On the effective date of the Plan (the “Restructuring Effective Date”), the Consenting Shareholders will make a cash equity investment in the parent of the reorganized Company Parties on and after the Restructuring Effective Date, which may be a newly formed entity or the reorganized Company (“New Getty Images”), in an aggregate amount of $433,212,922.50, less the principal amount of the term loans under the Financing (other than any Delayed-Draw Term Loans) outstanding as of the Restructuring Effective Date, in exchange for new equity interests in New Getty Images (the “New Interests”), and will effectuate an equitization commitment, in each case subject to the terms and conditions of the Equity Commitment Letter (the “ECL”) between the Consenting Shareholders (or their affiliates) and the Company Parties. Any Delayed-Draw Term Loans outstanding on the Restructuring Effective Date will be converted into new preferred interests in New Getty Images (the “New Preferred Interests”) and will not reduce the New Equity Investment. The reorganized Company Parties will, subject to approval by the new board of New Getty Images, redeem the New Preferred Interests for an amount equal to the principal amount of such Delayed-Draw Term Loans (without giving effect to any interest or fees paid in kind).
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Summary of the Restructuring Transactions and Economic Recovery for Certain Holders
The Restructuring Term Sheet contemplates that, on the Restructuring Effective Date, among other things:
| ● | holders of general unsecured claims will be unimpaired and will receive payment in full in cash, reinstatement or such other treatment rendering such claims unimpaired; |
| ● | the Financing will be converted into New Interests and, to the extent of any Delayed-Draw Term Loans outstanding under the Financing, into New Preferred Interests; |
| ● | the allowed claims in respect of the Revolving Loans will be converted, on a dollar-for-dollar, cashless basis, into obligations under an amended and restated senior secured revolving credit facility with aggregate commitments of $150,000,000 (the “New RCF”); |
| ● | the allowed Secured Funded Debt Claims not held by the Consenting Shareholders will be converted, on a dollar-for-dollar, cashless basis, into new senior secured notes (the “New Notes”), new euro-denominated senior secured term loans (the “New EUR Term Loans”) and, to the extent holders of USD Term Loans do not consent to receive New Notes, new U.S. dollar-denominated senior secured term loans (together with the New EUR Term Loans, the “New Term Loans”); |
| ● | the Secured Funded Debt Claims held by the Consenting Shareholders will be converted into New Interests; |
| ● | holders of allowed Unsecured Notes Claims will receive their pro rata share of cash in an aggregate amount equal to $170,212,922.50 (the “Unsecured Notes Recovery”); |
| ● | holders of claims subject to subordination under section 510(b) of the U.S. Bankruptcy Code, including claims related to the Company’s public warrants and the related litigation, will not receive any distribution on account of such claims; |
| ● | all existing equity interests in the Company, including the Common Stock, will be cancelled, and holders thereof will not receive any distribution on account of such interests; |
| ● | the Consenting Shareholders will consummate a new equity investment in New Getty Images pursuant to the ECL (the “New Equity Investment”); and |
| ● | the applicable reorganized Company Parties will incur the New Notes, the New Term Loans and the New RCF (collectively, the “Exit Facilities”) on the terms set forth in an exit term sheet annexed to the RSA. |
Certain other holders and creditors will receive treatment as detailed in the RSA and Restructuring Term Sheet.
Termination
The RSA may be terminated by the Company Parties or by the requisite Consenting Stakeholders (or, in certain cases, by individual Consenting Stakeholders as to themselves) upon the occurrence of certain events customary for agreements of this type, including uncured material breaches, the failure to achieve any Milestone, the exercise of the Company Parties’ fiduciary out, the entry of orders enjoining the Restructuring Transactions, the denial of confirmation of the Plan and, as to any individual Consenting Stakeholder, the failure of the Restructuring Effective Date to occur by an outside date of 150 days after the effective date of the RSA. In addition, the RSA includes termination rights specific to the Restructuring Transactions, including that: (i) the requisite Consenting Creditors may terminate the RSA as to their applicable group if the RSA is terminated by any other group of Consenting Creditors or by any Consenting Shareholder; (ii) the RSA may be terminated upon the termination of the ECL or the occurrence of an uncured event of default under, or the termination of, the Financing; (iii) each Consenting Shareholder may terminate the RSA as to itself if the RSA or any definitive document is amended or waived without the Consenting Shareholders’ consent in a manner that adversely changes the economic terms of the Restructuring Transactions as to such Consenting Shareholder or adversely affects the release, exculpation, injunction, indemnification, insurance or tax provisions relating to the Consenting Shareholders; (iv) the RSA may be terminated if any definitive document affects the certain Restated Option Agreement, dated as of February 9, 1998, by and among Getty Investments L.L.C., Getty Images, Inc. and Getty Communications PLC (as amended, the “Trademark Option Agreement”) (other than its assumption) or if the bankruptcy court enters an order rejecting or impairing the enforcement of rights under the Trademark Option Agreement, and (v) the RSA may be terminated if the Plan is filed or confirmed without the contemplated releases, exculpation and injunction. The RSA will terminate automatically upon the Restructuring Effective Date.
3
The foregoing descriptions of the RSA, the Financing and the ECL do not purport to be complete and are qualified in their entirety by reference to the full text of the RSA (including the Restructuring Term Sheet, the Financing term sheet and the ECL and other exhibits thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The RSA contains representations, warranties and covenants made by the parties thereto solely for the benefit of such parties, which may be subject to limitations agreed upon by the parties and to standards of materiality that differ from those applicable to investors. Investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.
Item 7.01. Regulation FD Disclosure.
Press Release
On October 12, 2026, the Company issued a press release announcing the entry into the RSA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cleansing Material
The Company entered into confidentiality agreements (the “Confidentiality Agreements”) with certain of the Consenting Stakeholders in order to engage in strategic discussions regarding the Company’s capital structure which ultimately led to the RSA. The Confidentiality Agreements require the Company to publicly disclose certain confidential information provided to such parties in connection with such discussions (the “Cleansing Material”) upon the occurrence of certain events. The Company is furnishing the Cleansing Material as Exhibit 99.2 in satisfaction of its obligations under the Confidentiality Agreements.
The Cleansing Material was prepared for purposes of discussion with parties to the Confidentiality Agreements and was not prepared with a view toward public disclosure. The Cleansing Material should not be relied upon to make an investment decision with respect to the Company nor as a prediction of future events. Neither the Company nor any of its affiliates or representatives or any third party has made or makes any representation to any person regarding the accuracy or completeness of the Cleansing Material, and none of them undertakes any obligation to update the Cleansing Material or to reflect the occurrence of future events.
The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K (as to Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 (as to Exhibits 99.1 and 99.2) of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
4
Cautionary Note Regarding the Company’s Securities
The Company cautions that trading in the Company’s securities on the OTC Pink Limited Market is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities if the Plan is confirmed. The Company expects that holders of the Common Stock will not receive or retain any recovery on account of their Common Stock if the Plan is confirmed.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this Current Report on Form 8-K include, among others, statements regarding the RSA, the Restructuring Transactions, the Plan, the anticipated commencement and timing of chapter 11 cases, the Financing, the New Equity Investment, the Exit Facilities and the expected treatment of claims and interests. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control.
These forward-looking statements are subject to a number of risks and uncertainties, including: the Company’s ability to consummate the Restructuring Transactions on the terms set forth in the RSA or at all; the ability of the Company Parties to satisfy the Milestones and other conditions under the RSA, the ECL and the Financing, and the risk that the RSA, the ECL or the Financing is terminated; the Company’s ability to obtain the requisite acceptances of the Plan and to obtain bankruptcy court approval of the Financing, the Plan and other motions and requests filed in any chapter 11 cases; risks attendant to the chapter 11 process, including the effects of any chapter 11 cases on the Company’s liquidity, results of operations and business, and on its relationships with customers, content contributors, suppliers, employees and other third parties; objections to the Restructuring Transactions, the Financing or other pleadings that could protract any chapter 11 cases; the length of time the Company will operate under chapter 11 protection; increased legal and other professional costs; the receipt of required regulatory approvals; the treatment of existing equity interests under the Plan, which would result in holders of the Common Stock not receiving or retaining any property on account of such interests; the outcome of the warrant litigation and related matters; the delisting of the Common Stock from the New York Stock Exchange and the limited trading market for the Common Stock on the OTC Pink Limited Market; the risk that the Company may lose the right to use “Getty Images” trademarks; the risks associated with the Company’s expression of substantial doubt about its ability to continue as a going concern; the Company’s ability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs; the Company’s ability to attract and retain customers and key personnel; the risk that the Company operates in a highly competitive market; the legal, social and ethical issues relating to the use of new and evolving technologies, such as artificial intelligence; the risks of technological interruptions or cybersecurity vulnerabilities; changes in applicable laws or regulations; and other risks and uncertainties identified in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”), and in the Company’s other filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
The risks described under the heading “Item 1A. Risk Factors” in the 2025 Form 10-K and in the Company’s other filings with the SEC are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
5
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 10.1* | Restructuring Support Agreement, dated as of October 12, 2026, by and among the Company Parties and the Consenting Stakeholders (including the Restructuring Term Sheet, the Financing Term Sheet, the Equity Commitment Letter, the Exit Term Sheet, the Form of Joinder and the Form of Transfer Agreement attached as exhibits thereto). | |
| 99.1 | Press Release, dated October 12, 2026. | |
| 99.2 | Cleansing Material. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
| * | Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. |
6
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: October 13, 2026 | By: | /s/ Kjelti Kellough |
| Name: | Kjelti Kellough | |
| Title: | Senior Vice President,
General Counsel, and Corporate Secretary | |
7
Exhibit 99.1
The Getty Family and Koch Equity Development Commit to Equity Investment of up to $533 Million in Getty Images, Reflecting Confidence in Long-Term Growth Potential
Getty Images Secures Support of All Major Financial Stakeholder Groups on
Comprehensive Restructuring Transactions to Strengthen Balance Sheet and Drive Growth
Restructuring
Support Agreement Provides for Implementation of Transactions Through
Expedited Prepackaged Plan of Reorganization Process
Process to Address Non-Operating Legal Liabilities While Maintaining Operational Strength
No
Impact on Company Operations, Employees, Contributors, Partners, Customers or Vendors;
Payments Expected to Continue in the Ordinary
Course
NEW YORK, 12 October 2026 – Getty Images Holdings, Inc. (OTCPK: GETY) (“Getty Images” or the “Company”), a preeminent global visual content creator and marketplace, today announced that it has reached agreement with all of its major financial stakeholder groups on the terms of a comprehensive restructuring that includes a series of transactions to strengthen the Company’s balance sheet and support its future growth.
Under the Restructuring Support Agreement (“RSA”), members of the Getty Family, through certain of their affiliated entities, and affiliates of Koch Equity Development (“KED”) (together, the “Equity Investors”) have committed to invest up to $533 million of new equity, noteholders representing 83.5% of the Company’s unsecured bonds have agreed to significantly reduce outstanding debt through the retirement of $270 million of outstanding senior unsecured notes, and holders representing approximately 89% of the Company’s secured bonds and term loans, and 100% of revolving credit facility lenders have agreed to reduce interest obligations and extend debt maturities on the Company’s secured debt. The RSA is the successful culmination of collaborative discussions with key stakeholders across the Company’s capital structure. Upon completion of the restructuring, Getty Images will become a privately held company, with the Equity Investors owning 100% of the reorganized Company upon emergence.
“Getty Images is uniquely trusted around the world as the unparalleled leader in premium visual content,” said Mark Getty, Co-Founder and Chairman of the Board. “This transformational transaction is underpinned by the strength of the business and the significant growth potential we see ahead. I am pleased to continue our strong partnership with Koch Equity Development and the lender groups to provide capital structure improvements that will enable us to build on our solid foundation and seize new growth opportunities.”
“Getty Images is a unique and critical source of authentic imagery for its customers,” said Mike Harris, Senior Managing Director and Co-Head, Koch Equity Development. “We remain confident in the company’s future and fully support this transaction alongside the Getty family. This equity investment will provide Getty Images with a firm financial foundation and greater flexibility to continue investing in its employees, customers, contributors, and future growth.”
“Over more than 30 years, Getty Images has operated an extremely successful and highly differentiated business,” said Craig Peters, Chief Executive Officer of Getty Images. “Core pillars of our success are the longstanding commitment of our customers and partners, the deep expertise and creativity of our team and content contributors, and the uniqueness of our archive. This transaction speaks to another pillar: the steadfast support of the Getty family, Koch Equity Development, and our lenders. Their commitment to achieving this transaction and an enhanced balance sheet will enable us to accelerate investment into the business and better position Getty Images for long-term success.”
To implement the transactions provided for in the RSA, the Company plans to solicit approval of the agreed-upon plan of reorganization (the “Plan”), which implements its terms, in the coming days and subsequently commence a prepackaged Chapter 11 filing process in the coming weeks. The requisite majority of creditors have committed to vote in favor of the Plan. The filing will be limited to certain of the Company’s U.S. entities. Getty Images intends to move through the process, which will address the Company’s non-operating legal liabilities while maintaining its operational strength, on an expedited basis. The restructuring is expected to be completed by year end.
Through the process, Getty Images will continue to operate in the normal course, supported by financing from KED of up to $143 million to fund the restructuring, as well as cash generated from ongoing operations. Under the Plan, vendors will be unaffected and paid in full in the ordinary course of business. There is no anticipated impact on content contributors, partners, customers, or employees across the Company’s worldwide network.
The RSA and related disclosure materials are available here. Additional details regarding the RSA will be provided in the Company’s Form 8-K to be filed with the U.S. Securities and Exchange Commission.
Advisors
Simpson Thacher & Bartlett and Cole Schotz P.C. are serving as counsel, Guggenheim Securities, LLC is serving as investment banker, Alvarez & Marsal North America, LLC is serving as financial advisor, and Kekst CNC is serving as strategic communications advisor to the Company. Gibson, Dunn & Crutcher LLP
is serving as legal counsel and Houlihan Lokey Capital, Inc. is serving as investment banker to the ad hoc
group of secured creditors. Jones Day is serving as legal advisor, and Rothschild & Co is serving as financial advisor to KED. Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as legal advisor, and Moelis & Company LLC is serving as financial advisor to members of the Getty Family, through certain of their affiliated entities.
About Getty Images
Getty Images (OTCPK: 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 over 600,000 content creators and over 360 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.
2
About Koch Equity Development
Koch Equity Development is the principal investment and acquisition arm of Koch, Inc. (“Koch”), one of the largest privately held businesses in America. Since 2012, KED has deployed more than $40 billion in equity investments and acquisitions. With revenues that have exceeded $125 billion, Koch companies employ about 130,000 people worldwide, with nearly half of those in the United States.
Forward-Looking Statements
Certain statements included in this press release are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the RSA, the Restructuring Transactions, the Plan, the anticipated commencement and timing of chapter 11 cases, the Financing, the New Equity Investment, the Exit Facilities and the expected treatment of claims and interests. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control.
These forward-looking statements are subject to a number of risks and uncertainties, including: the Company’s ability to consummate the restructuring transactions on the terms set forth in the RSA or at all; the ability of the company to satisfy the conditions under the RSA and the other restructuring transactions and the risk that the restructuring transactions are terminated; the Company’s ability to obtain the requisite acceptances of the Plan and to obtain bankruptcy court approval of the financing, the Plan and other motions and requests filed in any chapter 11 cases; risks attendant to the chapter 11 process, including the effects of any chapter 11 cases on the Company’s liquidity, results of operations and business, and on its relationships with customers, content contributors, suppliers, employees and other third parties; objections to the restructuring transactions, the financing or other pleadings that could protract any chapter 11 cases; the length of time the Company will operate under chapter 11 protection; increased legal and other professional costs; the receipt of required regulatory approvals; the treatment of existing equity interests under the Plan, which would result in holders of the Common Stock not receiving or retaining any property on account of such interests; the outcome of the warrant litigation and related matters; the delisting of the Common Stock from the New York Stock Exchange and the limited trading market for the Common Stock on the OTC Pink Limited Market; the risk that the Company may lose the right to use “Getty Images” trademarks; the risks associated with the Company’s expression of substantial doubt about its ability to continue as a going concern; the Company’s ability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs; the Company’s ability to attract and retain customers and key personnel; the risk that the Company operates in a highly competitive market; the legal, social and ethical issues relating to the use of new and evolving technologies, such as artificial intelligence; the risks of technological interruptions or cybersecurity vulnerabilities; changes in applicable laws or regulations; and other risks and uncertainties identified in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”), and in the Company’s other filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
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The risks described under the heading “Item 1A. Risk Factors” in the 2025 Form 10-K and in the Company’s other filings with the SEC are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
No Solicitation or Offer
Any new securities to be issued pursuant to the restructuring transactions may not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws but may be issued pursuant to an exemption from such registration provided in the U.S. bankruptcy code and/or another exemption under the Securities Act and any state securities laws. Such new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein, nor is this press release a solicitation of consents to or votes to accept any chapter 11 plan. Any solicitation or offer will only be made pursuant to a confidential offering memorandum and/or disclosure statement and only to such persons and in such jurisdictions as is permitted under applicable law.
Media Contact
Getty Images
Anne Flanagan
Anne.Flanagan@gettyimages.com
Investor Contact
Getty Images
Steven Kanner
Investorrelations@gettyimages.com
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Exhibit 99.2
October 2026
2 Disclaimer This Lender Presentation (together with any related oral commentary and any supplemental materials or updates, this "Presentation") is being furnished to a limited number of parties who have expressed an interest in a potential transaction (the "Potential Transaction") with Getty Images Holdings, Inc. and its subsidiaries and their respective subsidiaries (collectively, the "Company", "we" or "us"). This Presentation does not purport to be complete and is not intended to form the sole basis of any transaction decision. The recipients should conduct their own investigations and analyses of the Company in connection with any transaction. By accepting or continuing to listen to this Presentation, each recipient ("you") acknowledges that it has read, understood and accepted the terms of this Disclaimer. This Presentation is the property of the Company and contains proprietary and confidential information of the Company. This Presentation is being provided by the Company or through its financial advisors and investment bankers (collectively, "Advisors") solely for informational purposes in connection with the Potential Transaction and may be made available only to parties that are bound by confidentiality obligations owed to the Company, including pursuant to a non-disclosure agreement executed and delivered to the Company in connection with the Potential Transaction (such obligations, collectively, the "Non-Disclosure Obligations"). The Advisors were appointed only to advise the Company in accordance with their respective terms of engagement. By accepting this Presentation or any portion hereof, recipients agree to use and maintain the information in this Presentation in accordance with its compliance policies, contractual obligations (including their Non-Disclosure Obligations) and applicable laws and regulations, including federal and state securities laws. The information used to prepare this Presentation is based upon industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information furnished by the Company or information otherwise obtained from public sources, data suppliers and other third parties. None of the Company, its Advisors nor their respective Representatives (as defined below): (i) has independently verified the accuracy or completeness of the information, including without limitation any estimates, projection or financial forecasts or other forward-looking information; or (ii) will have any responsibility, obligation or liability with respect to any representations (express or implied) contained in, or for any omissions from, this Presentation and/or any other written or oral communication transmitted to the recipient in the course of such recipient's investigation and evaluation of the Company and the Potential Transaction. Portions of this Presentation may have been generated using artificial intelligence; AI is primarily used to gather general market or industry data and to compile company specific information to facilitate the recipient's preliminary review. The Company and its Advisors have assumed that any information obtained from public sources, data suppliers (including AI systems) and other third parties is reasonable and reliable but acknowledge that any such information (including AI content) could contain errors, inconsistencies, bias or outdated or irrelevant information. Certain market data information in this Presentation is based on management's estimates. The Company obtained the competitive position data used throughout this Presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. The Company believes its estimates to be reasonably accurate as of the date of this Presentation or as of the date indicated with respect to such estimates, as applicable. However, this information may prove to be inaccurate because of the method by which the Company obtained some of the data or estimates or because this information cannot always be verified due to the limits of the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Unless otherwise indicated, the information contained herein speaks only as of the date hereof and is subject to change, completion, or amendment without notice. There can be no assurance that any of the information contained herein is reflective of future performance to any degree. Notwithstanding anything to the contrary contained herein, no representation or warranty, express or implied, is or will be given by the Company, its Advisors or any of their respective affiliates, directors, officers, partners, employees, agents or advisors or any other person (collectively, "Representatives") as to the accuracy, completeness, reasonableness or fair presentation of any information or any conclusion contained in this Presentation or in any other information provided or made available to the recipient in the course of its evaluation of the Company, and none shall have any liability resulting from the use or content of this Presentation or any other such information provided or made available to the recipient including, for any representations or warranties, expressed or implied, contained in, or for any omissions from, this Presentation or any other written or oral communications. The only information that will have any legal effect and upon which an interested party may rely will be in such representations and warranties as may be contained in a definitive agreement providing for a Potential Transaction, when, as and if executed, and in accordance with such terms and subject to such conditions as may be specified therein. In all cases, interested parties should conduct their own investigation and analysis of the Company and the information contained in this Presentation. This Presentation speaks as of the date hereof. The Company and its affiliates have no obligation to update or supplement any material contained herein or otherwise provide additional information, and Company and its affiliates reserve the right to amend or replace this Presentation at any time, to approve or disapprove any prospective participant or other counterpart, to accept or reject, in whole or in part, any request by any party to participate as investor, participant or otherwise in the Potential Transaction, to allocate to any party a smaller portion of or participation in the Potential Transaction than the amount sought by such party, to terminate any party's participation in the process and to withdraw from any further discussions, negotiations or transaction. None of the Company or the Advisors will have any liability or obligation whatsoever to the recipient or any prospective transaction counterparty in the event of any of the foregoing. This Presentation should not be considered as a recommendation by the Company, its Advisors or any of their respective affiliates or other Representatives in relation to the Company or the Potential Transaction, nor does it constitute an offer or invitation for the sale or purchase of the securities, assets or businesses of the Company and shall not form the basis of any contract. The contents of this Presentation are not to be construed as legal, regulatory, business, accounting or tax advice. You should consult your own attorney, business advisor, accountant and tax advisor as to legal, regulatory, business, accounting and tax advice. This Presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in the United States or in any other jurisdiction. The information contained in this Presentation is not, and under no circumstances is to be construed as, a prospectus, a public offering or an offering memorandum as defined under applicable securities legislation. No part of this Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The Presentation contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. The Company does not intend to use or display other companies' trademarks, service marks, copyrights and trade names to imply a relationship with, or endorsement or sponsorship of the Company by, any other companies. The Company intends to conduct its business in the ordinary course during the evaluation period; however, it reserves the right to take any action during such period, whether or not in the ordinary course of business, including but not limited to the sale of any businesses or assets of the Company or potential acquisitions of businesses or assets, which it deems necessary or prudent in the conduct of its business. As the Company's financial advisor and investment banker, Guggenheim Securities and each other Advisor has obligations solely to the Company and will be entitled to be paid a fee or fees upon the successful consummation of a Potential Transaction or otherwise pursuant to the terms of its engagement letter. By accepting this Presentation, the recipient hereby acknowledges and agrees that neither Guggenheim Securities nor any other Advisor or any of their respective representatives (i) is acting as a financial advisor or investment banker to the recipient with respect to a Potential Transaction or (ii) owes any duty of loyalty or care to the recipient (whether in contract. in tort or otherwise) with respect to this Presentation or any Potential Transaction, in all cases notwithstanding any commercial relationship that may currently exist or have previously existed between the recipient and any of the foregoing (and each Advisor, on behalf of itself and its affiliates and related parties, expressly disclaims any such advisory, fiduciary or similar relationship or other duty). By accepting this Presentation, you acknowledge that you have read, understood and accepted the terms of this Disclaimer. You also acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not reproduce, distribute, disclose or use such information, in whole or part, in a manner that could jeopardize the confidentiality of such information, that you will not distribute, disclose or use such information in any way detrimental to the Company, and that you will, upon request, promptly return to the Company, delete or destroy this Presentation without retaining any copies thereof. This Disclaimer shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the New York General Obligation Law to the extent that it mandates that the law of the State of New York govern).
3 Certain statements included in this Presentation, and any related oral statements, that are not historical facts and are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including: our inability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs; our ability to attract new customers and retain and motivate an increase in spending by our existing customers; our ability to grow our subscriptions business; the user experience of our customers on our websites; the extent to which we are able to maintain and expand the breadth and quality of our content library through content licensed from third-party suppliers, content acquisitions and imagery captured by our staff of in-house photographers; the mix of and basis upon which we license our content, including the price-points at, and the license models and purchase options through, which we license our content; the risk that we operate in a highly competitive market; the risk that we are unable to successfully execute our business strategy or effectively manage costs; our inability to effectively manage our growth; our inability to maintain an effective system of internal controls and financial reporting; our incurrence of debt, including related interest rate volatility and rising interest costs, which could have a negative impact on our financing options and liquidity position; our need to seek additional capital and any related inability to obtain additional capital on commercially reasonable terms; the risk that we may lose the right to use "Getty Images" trademarks; our inability to evaluate our future prospects and challenges due to evolving markets and customers' industries; the legal, social and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence and machine learning (collectively, "AI"), including statements regarding AI and innovation momentum; the increased use of AI applications such as generative AI technologies that may result in harm to our brand, reputation, business, or intellectual property; the risk that our operations in and continued expansion into international markets bring additional business, political, regulatory, operational, financial and economic risks; our inability to adequately adapt our technology systems to ingest and deliver sufficient new content; the risk of technological interruptions or cybersecurity breaches, incidents, and vulnerabilities; the risk that any prolonged strike by, or lockout of, one or more of the unions that provide personnel essential to the production of films or television programs, such as the 2023 strike by the writers' union and the actors' unions and including its lingering effects, could further impact our entertainment business; the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness of our new and emerging products and services, including with respect to our AI initiatives; the loss of and inability to attract and retain key personnel that could negatively impact our business growth; the inability to protect the proprietary information of customers and networks against security breaches and protect and enforce intellectual property rights; our reliance on third parties; the risks related to our use of independent contractors; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. Dollar, hyperinflation, higher interest rates, trade wars and restrictions, tariffs, devaluation, military conflicts in Ukraine, South America and the Middle East, the impact of bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business; the risk that claims, judgments, lawsuits and other proceedings that have been, or may be, instituted against us or our predecessors, including pending lawsuits brought against us by former warrant holders, could adversely affect our business; the inability to regain compliance with the New York Stock Exchange continued listing standards; volatility in our stock price and in the liquidity of the trading market for our Class A common stock; the impact of any widespread outbreak of an illness, pandemic or other local or global health issue, natural disasters, or climate change; changes in applicable laws or regulations; the risks associated with evolving corporate governance and public disclosure requirements; the risk of greater than anticipated tax liabilities; the risks associated with the storage and use of personally identifiable information; earnings-related risks such as those associated with late payments, goodwill or other intangible assets; the risks associated with being an "emerging growth company" and "smaller reporting company" within the meaning of the U.S. securities laws; risks associated with our reliance on information technology in critical areas of our operations; our potential inability to pay dividends for the foreseeable future; the risks associated with additional issuances of Class A common stock without stockholder approval; costs related to operating as a public company; our ability to successfully identify and implement any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company; our expressed substantial doubt about our ability to continue as a going concern; and other risks and uncertainties identified in "Item 1A. Risk Factors" of our most recently filed Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the "2025 Form 10-K") and in our other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Presentation are more fully described under the heading "Item 1A. Risk Factors" in our 2025 Form 10-K and in our other filings with the SEC. The risks described under the heading "Item 1.A. Risk Factors" in our 2025 Form 10-K are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, the statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Forward Looking Statements
4 Financial Projections and Non-GAAP Financial Measures Financial Projections This Presentation includes certain statements, claims, estimates, predictions and other information prepared and provided by the Company with respect to the anticipated future performance of this Company and its subsidiaries. Any assumptions, views or opinions (including statements, projections, forecasts or other forward-looking statements) contained in this Presentation represent the assumptions, views or opinions of the Company as at the date indicated and are subject to change without notice. These statements are subject to known and unknown risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside our control, that could cause actual results to differ materially and potentially adversely from the results discussed in the forward-looking statements. Any estimates and projections contained herein are forward-looking in nature and involve significant elements of subjective judgment and analysis, which may or may not be correct. Forecasts and estimates regarding the Company's industry and markets are based on sources the Company believes to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part. All information not separately sourced is from internal data of the Company and estimates. There is no guarantee that any of the forecasts, estimates or projections (including projections of revenue, expenses and earnings) set forth herein will be achieved. Actual results may vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or the future performance of the Company or any of its subsidiaries or any of its or their businesses. Non-GAAP Financial Measures In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), this Presentation contains certain non-GAAP financial measures, including: (1) Adjusted EBITDA, (2) Adjusted EBITDA Margin, (3) Revenue excluding AI Data Licensing Revenue, (4) Creative Revenue excluding Agency and iStock Commerce, (5) Agency Revenue, (6) Unlevered Pre-Tax Free Cash Flow also referred to herein as "Adjusted EBITDA less Capex", (7) Unlevered Pre-Tax Free Cash Flow Margin, also referred to herein as "Adjusted EBITDA less Capex Margin", (8) EBITDA and (9) currency neutral metrics. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. The Company believes that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating and financial performance and trends, consistent with how our management evaluates such performance and trends. We also evaluate our revenue on an as reported (U.S. GAAP) and currency neutral basis. We believe presenting currency neutral information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally. Please see the Appendix for reconciliations of these non-GAAP measures to the most comparable GAAP measures. Certain totals, subtotals and percentages may not reconcile due to rounding. The Company cannot provide a reconciliation between its non-GAAP projections and the most directly comparable GAAP measures without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results.
5 #2236555349, James Sutton - Formula 1 Getty Images Overview A Preeminent Global Visual Content Creator and Marketplace With Worldwide Reach 5 Brand Target Customer Asset Type Asset Rights Go-To-Market Plans & Pricing Enterprises Premium Creative & Editorial (Stills, Music, Video and Generative AI) Uncapped Indemnification and Rights Customized to Customer Needs Premium Account Management and Dedicated Support A La Carte, Subscriptions and Custom Assignments Small-to-Medium Businesses (SMBs) Budget Conscious (Stills, Music, Video and Generative AI) Capped Indemnification With Option for More Protection Primarily E-Commerce and Online Service À La Carte and Subscriptions SMBs, "Prosumers", Pro & Semi-Pro Content Creators Free & Low-Cost Creative Stills Capped / No Indemnification Primarily E-Commerce and Online Service Free (Ads), Subscriptions, Ad- supported and Paid API Integrations Q2 '26 LTM Revenue (% of Total) Percent of Q2 '26 LTM Revenue from Annual Subscriptions $802 82% $157 16% $19 2% 56% 54% 40%
6 #1945137749, Marco Bottigelli 6 Strong and Consistent Financial Results Over Many Years Getty Images' financial performance has proven steady even in the face of sustained entry by free and lower- priced competitors because customers value premium, high-quality content Historical Revenue and Adj. EBITDA(1) Source: Company data. 1 Represents non-GAAP financial metrics. $919 $926 $917 $939 $981 $978 $309 $305 $301 $300 $321 $307 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 LTM Q2'26 Revenue Adj. EBITDA Revenue impacted by 2023 Hollywood Strikes 33.7% 32.9% 31.4% 32.9% 32.0% 32.7% Adj. EBITDA Margin EBITDA impacted by accelerated 404B SOX compliance and Stability AI Litigation Spend AI Data Licensing Approximate % of Total Revenue 0.0% 0.0% 0.0% 2.6% 4.4% 3.4%
7 $312 $320 $325 $311 $340 $330 $335 $345 $355 $307 $326 $321 $346 $370 $369 $378 $398 $408 $15 $15 $17 $41 $55 $40 $46 $50 $55 $634 $661 $663 $697 $765 $740 $759 $794 $818 FY 2021A FY 2022A FY 2023A FY 2024A FY 2025A FY 2026E FY 2027E FY 2028E FY 2029E Getty Images' Core Business of Premium Creative & Editorial Content Underpins the Stability of Revenue Despite headwinds from declining agency demand and disruption to the iStock eCommerce business, the core business continues to show steadiness with the majority of the revenue base in growth mode fueled by premium content Declining Business Lines Forecast Historical Source: Company filings, Company data. Note: Figures represent reported revenue and growth. See Appendix for a reconciliation of Creative revenue. 1 Includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales. 2 See appendix for reconciliation. (1.6%) 1.6% 7.9% (4.5%) 6.9% 9.5% (0.1%) (3.1%) 2.3% 1.6% 5.4% 2.9% 2.5% 2.9% 2.6% 6.2% Stable / Growth Business Lines YoY Growth % Total Editorial 14.0% 136.0% 35.2% (26.1%) 14.6% 8.6% 8.7% (0.5%) Total Other(1) Total Creative ex Creative Agency & iStock Ecommerce(2) $141 $124 $109 $97 $82 $67 $62 $60 $60 $143 $141 $144 $145 $134 $113 $89 $75 $68 $285 $265 $253 $242 $217 $180 $151 $135 $128 FY 2021A FY 2022A FY 2023A FY 2024A FY 2025A FY 2026E FY 2027E FY 2028E FY 2029E Decline impacted by accelerated revenue recognition in 2025 0.3% 5.1% 9.7% (3.3%) 2.6% 4.5% 3.1% 4.3% Total Stable / Growth Revenue impacted by 2023 Hollywood Strikes (12.3%) (10.8%) (15.3%) (18.7%) (7.5%) (3.2%) 0.0% (12.1%) (1.8%) 2.5% 0.3% (7.4%) (15.5%) (21.2%) (15.5%) (10.5%) iStock eCommerce Creative Agency(2) (6.9%) (4.4%) (4.4%) (10.6%) (16.7%) (16.1%) (10.5%) (5.8%) Total Declining
8 ▪ Adj. EBITDA less Capex: The company's core business is strong, proven by its consistent ability to generate strong Adj. EBITDA less Capex, though liquidity has been depleted by the following items: ▪ Debt Service (interest + amortization): Impacted by cash interest on bonds and required principal repayments on the EUR term loan (€22MM annually) and 14% SUNs ($60MM annually, with $0.6MM step-up in 2027) ▪ SSTK Merger Costs: Cumulative cash outflows for merger-related legal, accounting, CMA regulatory costs and the costs associated with the financing raised for the merger ▪ Warrant Litigation: ~$111MM cash outflow to satisfy the initial judgment, net of $30MM of insurance proceeds and a $280K refunded surety bond premium – funded by a revolver draw. Excludes any potential payments related to the New York State warrant cases or Lapp & Berner cases ▪ Stability AI Litigation: costs associated with ongoing Stability AI litigation in US and UK Liquidity Bridge (12/31/2024 – 6/30/2026) $271 $355 ($61) ($258) ($108) ($81) ($25) ($17) $4 $82 Liquidity as of 12/31/2024 Adj. EBITDA less Capex Income Taxes Paid Debt Service Costs SSTK Merger Warrant Litigation Other Financing Costs Stability AI Litigation Other Liquidity as of 6/30/2026 1 2 3 4 1 2 3 4 5 ($ in millions) Source: Company filings, Company analysis. 1 Liquidity represents cash + undrawn revolver commitments. 2 Includes foreign taxes withheld. 3 Excludes SSTK merger financing costs. Amortization expense on the EUR term loan for 2025 is converted using the EUR/USD spot rate at each respective quarter-end. 4 Includes SSTK merger financing costs. SSTK merger includes transactional, regulatory & financing costs. Non-Operating Expenses The Company's Cash Flow and Liquidity Have Been Consumed by Debt Service and Non-Operating Expenses (3) (1) (4) 5 (2)
9 #2286494153, Shi Tang • Cash taxes assumed to be ~14% - 17% of Adj. EBITDA less Capex based on current capitalization(1) • Q3'26 and Q4'26 assumed to have ~$17MM and ~$3MM of negative cash flow impacts, respectively, related to now-terminated merger, working capital and other one-time cash flow items(2) Overview of Financial Forecast • Revenue declines in 2026 are largely due to accelerated revenue recognition (ASC606) on two large multi-year deals booked in Q4'25 that pulled significant revenue forward • Core business of Getty Images creative and editorial is forecasted to continue growth at a low-to-mid single digit pace • Overall growth is moderated by forecasted declines in iStock due to reduced eCommerce demand and the creative agency business consistent with historical trend • Eventually, growth in the core business outpaces the declining business lines, returning the overall business to growth Revenue • Reduction in margin due to benefit of accelerated revenue recognition in 2025 that is not included in forecast for 2026 and the impact of product mix shift expected in 2026 • Margins assumed to stay consistently north of 70% with some deviations due to timing and product mix Revenue Less Cost of Revenue • Adjusted EBITDA margin improvement beginning in 2027 due to rationalization in marketing spend associated with the iStock business • In future periods remaining cost base is forecasted to grow modestly due to general inflation Adjusted EBITDA Other 1 H2'26 is expected to be ~7% due to deductible expenses that are not forecasted to continue in 2027 and beyond. 2 Net working capital assumed to be flat in future forecast periods. ~$17MM and ~$3MM exclude any potential impact from warrant judgment payments or CRA payments as disclosed in the Company's latest 10-Q filing.
10 Historical & Projected Financials Revenue ($ in millions) Revenue Less Cost of Revenue ($ in millions) YoY % growth $917 $939 $981 $920 $911 $929 $946 2023A 2024A 2025A 2026E 2027E 2028E 2029E (0.5%)2 2.4% 3.8% (7.3%)(3) (0.8%) 2.0% 1.8% CN: (1.0%)2 2.5% 4.5% (6.2%)(3) (1.0%) 2.0% 1.8% 72.7% 73.1% 73.4% 70.9% 70.9% 70.9% 70.8% % Margin Adj. EBITDA ($ in millions) Adj. EBITDA Less CapEx ($ in millions) % Margin $666 $686 $720 $652 $646 $658 $670 2023A 2024A 2025A 2026E 2027E 2028E 2029E $301 $300 $321 $264 $291 $293 $297 2023A 2024A 2025A 2026E 2027E 2028E 2029E 32.9% 32.0% 32.7% 28.7% 32.0% 31.5% 31.4% $244 $243 $261 $208 $237 $238 $240 2023A 2024A 2025A 2026E 2027E 2028E 2029E Source: Company filings and management projections. 1 Reflects Currency Neutral growth. Currency Neutral revenue changes are not prepared in accordance with GAAP and exclude the impact of fluctuating foreign currency values pegged to the U.S. Dollar between comparative periods by translating all local currencies using the current period exchange rates. 2 Adverse impact from Hollywood strikes in 2023. 3 2026 growth distorted by ASC 606 timing effects tied to large multi-year AI licensing deals signed in 2025, with ~$40MM of revenue recognized on an accelerated basis in Q4 2025. (1)
11 Adj. EBITDA Bridge $321 ($45) ($23) $11 $264 ($7) $37 $12 ($15) $291 2025A Adj. EBITDA Revenue Change GM Decrease SG&A / Other 2026E Adj. EBITDA Revenue Change iStock Marketing Rationalization Other SG&A Initiatives Other 2027E Adj. EBITDA Adj. EBITDA Bridge: Key Drivers of the 2025A – 2027E Change Source: Company Forecast Model, Company Business Optimization Presentation. 1 2026E and 2027E Revenue Change estimated using decrease in revenue multiplied by FY 2025 revenue less cost of revenue margin of ~73% and FY 2026E revenue less cost of revenue margin ~71%, respectively. 2 Other largely represents the inflationary impacts on the remaining cost structure. ($ in millions) (1) (1) (2)
ID #, Photographer Name 12 Appendix #1496422871, Slim Aarons
13 Getty Images Historical Financials & Reconciliations 1 Beginning in the third quarter 2023 reporting period, the Company reclassified historical legal fees associated with our warrant litigation from "Selling, general and administrative expenses" to "Loss on litigation" within the Condensed Consolidated Statements of Operations and revised its Adjusted EBITDA calculation. 2 Fair value adjustments for our swaps and foreign currency exchange contracts, foreign exchange gains (losses) and other insignificant non-operating related expenses. 3 Adjusted EBITDA minus Capital Expenditures is used as a proxy for Unlevered Pre-Tax Free Cash Flow. 4 Cash held in escrow is included in the Company's reported restricted cash balance and is deducted here in an amount equal to the principal amount of the 10.50% Senior Secured Notes for purposes of the net leverage calculation. ($ in millions) Getty Images Historical Financials & Reconciliation (figures in $MM) 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 LTM FY2021 FY2022 FY2023 FY2024 FY2025 Q2'26 Reported Revenue $919 $926 $917 $939 $981 $978 Revenue Growth % (Excl. Retired Products) 13% 1% (1%) 2% 4% 3.5% Net Income / (Loss), Reported 117 (78) 20 39 (206) (159) (+) D&A 100 93 78 61 65 66 (+) Interest Expense, net 122 117 127 131 156 198 (+/-) Income Tax Expense / (Benefit) 19 44 (46) 47 44 79 EBITDA, Reported $359 $177 $178 $280 $59 $183 (+) Equity-Based Compensation 6 9 38 22 17 15 (+) Restructuring Costs 0 (1) – – – – (+) Loss on Debt Ext. & Modification Expenses – 3 – – 5 – (+) Loss on Litigation, net of recovery – 1 56 20 100 104 (+) Non-Recurring Operating Expenses(1) – 161 2 16 55 37 (+/-) FX Gains/Losses and Other Expenses(2) (56) (45) 28 (38) 85 (33) Adj. EBITDA $309 $305 $301 $300 $321 $307 Adj. EBITDA Growth 13% (1%) (1%) (0%) 7% (2%) Adj. EBITDA Margin 34% 33% 33% 32% 33% 31% Adj. EBITDA $309 $305 $301 $300 $321 $307 (-) CapEx (49) (59) (57) (57) (60) (62) Adj. EBITDA less CapEx(3) $260 $246 $244 $243 $261 $249 Total Debt $1,772 $1,434 $1,401 $1,314 $2,006 $2,069 (-) Cash & Cash Equivalents (186) (98) (137) (121) (90) (52) (-) Cash in Escrow to Redeem 10.50% Senior Secured Notes(4) – – – – (628) (628) Total Net Leverage $1,586 $1,336 $1,264 $1,193 $1,287 $1,389 Net Leverage / Adj. EBITDA 5.1x 4.4x 4.2x 4.0x 4.0x 4.5x
14 Getty Images Creative Revenue Reconciliation 1 Agency is based on booked revenue, which is a good approximation for recognized given the Agency revenue is predominantly a la carte. Booked revenue is the amount of revenue invoiced to customers in the period. ($ in millions) Getty Images Creative Revenue Reconciliation (figures in $MM) LTM LTM FY2021A FY2022A FY2023A FY2024A FY2025A FY2026E FY2027E FY2028E FY2029E Q2'25A Q2'26A Revenue Reconciliation ($) Total Creative Revenue (reported) $597 $585 $579 $553 $557 $510 $486 $480 $483 $539 $548 Less: Creative Agency Booked Revenue(1) (141) (124) (109) (97) (82) (67) (62) (60) (60) (91) (75) Less: iStock eCommerce Revenue (143) (141) (144) (145) (134) (113) (89) (75) (68) (141) (123) Total Creative ex Creative Agency & iStock Ecommerce $312 $320 $325 $311 $340 $330 $335 $345 $355 $307 $350 YoY Growth Rates (%) Total Creative Revenue (reported) (1.9%) (1.1%) (4.5%) 0.7% (8.4%) (4.7%) (1.2%) 0.5% 1.6% Creative Agency Booked Revenue(1) (12.1%) (12.3%) (10.8%) (15.3%) (18.7%) (7.5%) (3.2%) – (17.6%) iStock eCommerce Revenue (1.8%) 2.5% 0.3% (7.4%) (15.5%) (21.2%) (15.5%) (10.5%) (12.8%) Total Creative ex Creative Agency & iStock Ecommerce 2.6% 1.6% (4.5%) 9.5% (3.1%) 1.6% 2.9% 2.9% 13.8%