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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):
March 17, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On March 17, 2026, Getty Images Holding Inc. (the “Company”)
received written notice (the “Notice”) from the New York Stock Exchange (“NYSE”) that the Company is not currently
in compliance with the NYSE’s continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because
the average closing price of the Company’s Class A common stock was less than $1.00 over a consecutive 30 trading-day period.
The Notice does not result in the immediate delisting of the Company’s
Class A common stock from the NYSE. In accordance with NYSE rules, the Company has a period of six months following receipt of the Notice
to regain compliance with the minimum share price requirement.
The Company intends to notify the NYSE within ten business days of
its receipt of the Notice of its intent to cure the deficiency and to return to compliance with the NYSE continued listing standard. The
Company can regain compliance at any time within the six-month cure period if on the last trading day of any calendar month during the
cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the preceding
30 trading-day period.
The Company’s Class A common stock will continue to be listed
and traded on the NYSE during the six-month cure period, subject to the Company’s compliance with other continued listing standards.
Item 7.01. Regulation FD Disclosure.
As required by Section 802.01C of the NYSE Listed Company Manual,
the Company issued a press release on March 17, 2026, announcing its receipt of the Notice. A copy of the press release is furnished herewith
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1
of this Current Report on Form 8-K 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 under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, regardless of any general incorporation language in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, that reflect management’s current
expectations, plans, and assumptions that management has made in light of their experience in the industry, as well as their perceptions
of historical trends, current conditions, expected future developments, and other factors they believe are appropriate under the circumstances
and at such time. Forward-looking statements regarding the Company’s intention to notify the NYSE of its intent to cure the deficiency.
These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,”
“believe,” “intend,” “estimates,” “targets,” “projects,” “should,”
“could,” “would,” “may,” “will,” “forecast,” and other similar expressions
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.
These forward-looking statements are subject to
and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance, or achievements to differ
materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. Important factors
that could lead to such material differences include, but are not limited to, the risks and uncertainties associated with the Company’s
ability to regain compliance with the continued listing standards of the NYSE within the applicable cure period, the Company’s ability
to continue to comply with applicable listing standards of the NYSE. You are cautioned not to place undue reliance on forward-looking
statements, which represent management’s beliefs and assumptions only as of the date of this Current Report. Actual future results
may differ materially from what the Company expects. Important factors that could cause actual results to differ materially from the Company’s
expectations are discussed in the section entitled “Risk Factors” set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”). These factors should not
be considered exhaustive and should be read together with other cautionary statements included in the Company’s filings with the
SEC. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements contained in this Current
Report, whether as a result of new information, future developments, or otherwise, except as required by applicable federal securities
law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued by Getty Images Holdings, Inc., dated March 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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: March 19, 2026 |
By: |
/s/ Kjelti Kellough |
| |
Name: |
Kjelti Kellough |
| |
Title: |
Senior Vice President, General Counsel, and Corporate Secretary |
Exhibit 99.1
Getty Images Receives Notice from NYSE Regarding
Continued Listing Standard
New York – March 19, 2026: Getty Images Holdings,
Inc. (NYSE: GETY) (“Getty Images” or the “Company”) today announced that on March 17, 2026 it received written
notice from the New York Stock Exchange (“NYSE”) indicating that the Company is not currently in compliance with Section 802.01C
of the NYSE Listed Company Manual, which requires an average closing share price of at least $1.00 over a consecutive 30 trading-day period.
The Notice does not result in any immediate impact on the listing or
trading of Getty Images’ Class A common stock, which will continue to be listed and traded on the NYSE during the applicable cure
period, subject to the Company’s continued compliance with the NYSE’s other requirements.
In accordance with NYSE rules, Getty Images has six months to regain
compliance. The Company intends to notify the NYSE within ten business days of its intent to cure the deficiency. Compliance can be achieved
at any time during the cure period if, on the last trading day of any calendar month, the Company’s Class A common stock has a closing
share price of at least $1.00 and an average closing share price of at least $1.00 over the preceding 30 trading days.
The NYSE notice does not affect Getty Images’ business operations,
reporting obligations to the SEC, customer commitments or strategic initiatives. The Company continues to execute against its operational
and financial priorities and remains confident in its long-term strategy.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that reflect management’s current expectations, plans, and assumptions that management has made in light of their experience in
the industry, as well as their perceptions of historical trends, current conditions, expected future developments, and other factors they
believe are appropriate under the circumstances and at such time. Forward-looking statements include statements regarding the Company’s
intention to notify the NYSE of its intent to cure the deficiency. These statements often include words such as “anticipate,”
“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “projects,” “should,” “could,” “would,” “may,” “will,”
“forecast,” and other similar expressions 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.
These forward-looking statements are subject to
and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance, or achievements to differ
materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. Important factors
that could lead to such material differences include, but are not limited to, the risks and uncertainties associated with the Company’s
ability to regain compliance with the continued listing standards of the NYSE within the applicable cure period and the Company’s
ability to continue to comply with applicable listing standards of the NYSE. You are cautioned not to place undue reliance on forward-looking
statements, which represent management’s beliefs and assumptions only as of the date of this press release. Actual future results
may differ materially from what the Company expects. Important factors that could cause actual results to differ materially from the Company’s
expectations are discussed in the section entitled “Risk Factors” set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”). These factors should not
be considered exhaustive and should be read together with other cautionary statements included in the Company’s filings with the
SEC. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements contained in this press
release, whether as a result of new information, future developments, or otherwise, except as required by applicable federal securities
law.
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 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.
Investor Contact:
Steven Kanner
Investorrelations@gettyimages.com
Media Contact:
Anne Flanagan
Anne.flanagan@gettyimages.com
