Getty Images (NYSE: GETY) reshapes board and taps Guggenheim for financing review

Rhea-AI Filing Summary

Getty Images Holdings, Inc. appointed Elizabeth Abrams and Thomas Walper to its Board of Directors effective July 20, 2026. Abrams will serve as a Class III director, Walper as a Class I director, and Abrams also joins the Audit Committee. The Board determined that Abrams meets the independence requirements for Audit Committee service under Rule 10A-3 and New York Stock Exchange standards.

Abrams and Walper each entered into independent director agreements providing a monthly fee of $50,000, plus additional fees for days on which they devote more than four hours outside regular meetings; Abrams receives an extra $10,000 per month for Audit Committee service. On the same date, director Hilary Schneider resigned from the Board, Audit Committee and Compensation Committee to focus on other professional commitments; her resignation is stated not to result from any disagreement with the company. The company also engaged Guggenheim Securities, LLC as financial advisor in connection with an ongoing evaluation of strategic financing alternatives and balance sheet management initiatives.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Director monthly fee: $50,000 Audit Committee monthly premium: $10,000 Threshold for additional day fees: 4 hours +1 more

4 metrics

Director monthly fee $50,000 Monthly fee for each of Elizabeth Abrams and Thomas Walper under independent director agreements

Audit Committee monthly premium $10,000 Additional monthly fee for Elizabeth Abrams for service on the Audit Committee

Threshold for additional day fees 4 hours Additional fees apply on days they devote more than four hours outside formal meetings

Effective date of appointments and resignation July 20, 2026 Date Abrams and Walper joined the Board and Hilary Schneider’s resignation became effective

Key Terms

Audit Committee, independent director agreements, strategic financing alternatives, balance sheet management initiatives, +1 more

5 terms

Audit Committee financial

"appointed by the Board as a member of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

independent director agreements regulatory

"the Company entered into independent director agreements with both Ms. Abrams and Mr. Walper"

strategic financing alternatives financial

"evaluation of strategic financing alternatives and balance sheet management initiatives"

balance sheet management initiatives financial

"evaluation of strategic financing alternatives and balance sheet management initiatives"

Emerging growth company regulatory

"Rule 405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/21/2026 - 04:18 PM Accepted by SEC EDGAR 07/21/2026 - 04:17 PM Learn about SEC filing dates

FAQ

What board changes did Getty Images (GETY) announce on July 20, 2026?

Getty Images appointed Elizabeth Abrams and Thomas Walper to its Board effective July 20, 2026. Abrams becomes a Class III director and Audit Committee member, while Walper serves as a Class I director and will be nominated for re-election at the next Annual Meeting of Shareholders.

How are new directors Abrams and Walper of Getty Images (GETY) compensated?

Each of Elizabeth Abrams and Thomas Walper is entitled to a $50,000 monthly fee under independent director agreements. They may also receive additional fees for days when they devote more than four hours outside formal meetings, and Abrams earns an extra $10,000 per month for Audit Committee service.

Why did Hilary Schneider resign from the Getty Images (GETY) Board?

Hilary Schneider resigned from the Board, Audit Committee and Compensation Committee effective July 20, 2026 to focus on other professional commitments. The company states that her resignation is not due to any disagreement regarding operations, policies or practices.

What advisory role will Guggenheim Securities have with Getty Images (GETY)?

Guggenheim Securities, LLC has been engaged as a financial advisor to Getty Images. Its role relates to the company’s previously announced evaluation of strategic financing alternatives and balance sheet management initiatives, supporting the company’s review of potential capital and balance sheet options.

Is Elizabeth Abrams considered independent for Audit Committee service at Getty Images (GETY)?

Yes. The Board determined that Elizabeth Abrams satisfies the independence requirements of Rule 10A-3 under the Exchange Act and New York Stock Exchange listing standards. This determination qualifies her to serve on Getty Images’ Audit Committee effective July 20, 2026.

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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): July 20, 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)		(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 (see General Instruction A.2. below):

☐ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Elizabeth Abrams and Thomas Walper to the Board of Directors and Elizabeth Abrams as a Member of the Audit Committee

On July 20, 2026, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Getty Images Holdings, Inc. (the “Company”) appointed Elizabeth Abrams and Thomas Walper as directors, effective July 20, 2026. Ms. Abrams will serve as a Class III director and will be nominated for re-election at the Company’s 2028 Annual Meeting of Shareholders. Mr. Walper will serve as a Class I director and will be nominated for re-election at the Company’s next Annual Meeting of Shareholders.

In connection with her appointment to the Board, Ms. Abrams was also appointed by the Board as a member of the Audit Committee of the Board (the “Audit Committee”), effective July 20, 2026. The Board has determined that Ms. Abrams satisfies the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the listing standards of the New York Stock Exchange for members of the Audit Committee. Mr. Walper will not initially serve on any Board committees.

In connection with Ms. Abrams’ and Mr. Walper’s appointment to the Board, on July 20, 2026, the Company entered into independent director agreements with both Ms. Abrams and Mr. Walper. The independent director agreements govern the terms of Ms. Abrams’ and Mr. Walper’s appointment and contain standard confidentiality and indemnification provisions. Pursuant to the terms of the independent director agreements, Ms. Abrams and Mr. Walper will be entitled to (i) a monthly fee of $50,000, payable in advance each month before the first day of each applicable period, and (ii) certain fees for days on which Ms. Abrams or Mr. Walper devote more than four (4) hours of their time, outside of committee meetings or official Board meetings. Ms. Abrams will also be entitled to an additional monthly fee of $10,000 for her service on the Audit Committee.

There are no arrangements or understandings between Ms. Abrams or Mr. Walper and any other persons pursuant to which they were elected as directors. There are no transactions and no proposed transactions between Ms. Abrams or Mr. Walper and the Company that would be required to be disclosed as related person transactions pursuant to Item 404(a) of Regulation S-K.

Resignation of Hilary Schneider from the Board of Directors, Audit Committee and Compensation Committee

On July 20, 2026, Hilary Schneider submitted her resignation as a member of the Board, the Audit Committee and the Compensation Committee of the Board, to be effective July 20, 2026, to focus on other professional commitments.

Ms. Schneider’s resignation is not due to any disagreement with the Company or any matter related to the Company’s operations, policies or practices.

Item 8.01. Other Events.

The Company recently engaged Guggenheim Securities, LLC to act as a financial advisor in connection with the Company’s previously announced evaluation of strategic financing alternatives and balance sheet management initiatives.

1

SIGNATURES

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 hereunto duly authorized.

Dated: July 21, 2026

	GETTY IMAGES HOLDINGS, INC.
	By:	/s/ Kjelti Kellough
	Name:	Kjelti Kellough
	Title:	Senior Vice President, General Counsel, and Corporate Secretary

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Filing Exhibits & Attachments

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• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB