Getty Images (NYSE: GETY) ends Shutterstock deal, plans 10.500% note redemption

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Getty Images Holdings, Inc. has formally terminated its previously announced merger agreement with Shutterstock, Inc. After its board resolved on June 30, 2026 not to proceed with the U.K. Competition and Markets Authority-supervised sale of Shutterstock’s editorial business, Getty Images delivered written notice on July 7, 2026 ending the deal following passage of the Second Extended End Date on July 6, 2026.

Following this termination, Getty Images, Inc.’s outstanding 10.500% senior secured notes due 2030 are expected to be redeemed in line with the governing indenture, meaning the company plans to retire this high-coupon debt. The company also reiterates standard cautionary language that these plans involve forward-looking statements and are subject to various risks and uncertainties.

Positive

Getty Images plans to redeem its outstanding 10.500% senior secured notes due 2030, potentially reducing future interest expense and improving its capital structure.

Negative

Termination of the merger agreement with Shutterstock ends a previously announced strategic combination that may have offered scale and synergy opportunities for Getty Images.

Insights

Getty ends the Shutterstock merger and plans to redeem costly 10.500% secured notes.

Getty Images has terminated its merger agreement with Shutterstock after the Second Extended End Date passed on July 6, 2026 and the board chose not to pursue the U.K. sale of Shutterstock’s editorial business required by the Competition and Markets Authority.

The end of this strategic combination removes potential integration benefits but also avoids divesting the editorial business under regulatory supervision. The filing states that Getty Images, Inc.’s outstanding 10.500% senior secured notes due 2030 will be redeemed pursuant to the existing indenture, which would eliminate relatively expensive secured debt.

Overall impact depends on how Getty reallocates capital after redemption and what alternative strategic options it pursues. Future company filings may provide more detail on the timing and financial effects of the note redemption and any replacement financing or capital structure changes.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Merger agreement date: January 6, 2025 Board resolution date: June 30, 2026 Second Extended End Date: July 6, 2026 +3 more

6 metrics

Merger agreement date January 6, 2025 Agreement and Plan of Merger between Getty Images and Shutterstock

Board resolution date June 30, 2026 Getty Images board resolved not to pursue CMA-supervised sale and to terminate merger after end date

Second Extended End Date July 6, 2026 Contractual end date after which the merger agreement was terminated

Termination notice date July 7, 2026 Getty Images delivered written notice terminating the merger agreement

Senior secured notes coupon 10.500% Interest rate on Getty Images, Inc.’s senior secured notes due 2030 to be redeemed

Senior secured notes maturity 2030 Maturity year of the 10.500% senior secured notes to be redeemed

Key Terms

Agreement and Plan of Merger, Second Extended End Date, U.K. Competition and Markets Authority, senior secured notes, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Getty Images, Shutterstock, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Second Extended End Date regulatory

"to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026"

U.K. Competition and Markets Authority regulatory

"sell Shutterstock’s editorial business under the supervision of the U.K. Competition and Markets Authority (the “CMA”)"

senior secured notes financial

"Getty Images, Inc.’s outstanding 10.500% senior secured notes due 2030 (the “Senior Secured Notes”) will be redeemed"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

forward-looking statements regulatory

"The statements in this document, and any related oral statements, include forward-looking statements concerning Getty Images, Shutterstock, the terminated transaction"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Getty Images (GETY) announce about its merger with Shutterstock?

Getty Images announced it has terminated its Agreement and Plan of Merger with Shutterstock. The decision followed the passing of the Second Extended End Date and the board’s earlier decision not to pursue a U.K.-supervised sale of Shutterstock’s editorial business.

Why was the Getty Images and Shutterstock merger terminated?

The merger was terminated after Getty Images’ board decided not to proceed with selling Shutterstock’s editorial business under U.K. Competition and Markets Authority supervision, a condition for clearance that Getty was not required to accept under the merger agreement, and after the Second Extended End Date passed.

What happens to Getty Images’ 10.500% senior secured notes due 2030?

Following termination of the merger agreement, Getty Images, Inc.’s outstanding 10.500% senior secured notes due 2030 will be redeemed under the terms of the indenture governing the notes, meaning the company intends to retire this high-interest secured debt instrument.

When did Getty Images formally terminate the Shutterstock merger agreement?

Getty Images delivered written notice to Shutterstock terminating the merger agreement on July 7, 2026. The filing states the termination was effective upon delivery of this notice, following the passing of the Second Extended End Date on July 6, 2026.

What role did the U.K. Competition and Markets Authority play in the Getty-Shutterstock deal?

The U.K. Competition and Markets Authority required a process to sell Shutterstock’s editorial business as a condition for clearing the transaction. Getty Images’ board resolved not to proceed with that sale process, which contributed to the decision to terminate the merger agreement.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/07/2026 - 06:06 AM Accepted by SEC EDGAR 07/07/2026 - 06:05 AM

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 7, 2026

Getty Images Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware		001-41453		87-3764229
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

605 5th Ave S. Suite 400
Seattle, WA 98104
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (206) 925-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Class A Common Stock		GETY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously announced, on January 6, 2025, Getty Images Holdings, Inc. (“Getty Images”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Getty Images, Shutterstock, Inc. (“Shutterstock”) and certain merger subsidiaries thereof.

As also previously announced, on June 30, 2026, the Board of Directors of Getty Images unanimously resolved (a) not to proceed with the process to sell Shutterstock’s editorial business under the supervision of the U.K. Competition and Markets Authority (the “CMA”), which was a condition to the CMA’s required clearance of the transactions that Getty Images was not required to accept under the terms of the Merger Agreement and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances.

On July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement pursuant to the terms thereof, effective upon delivery of such notice.

Following termination of the Merger Agreement, Getty Images, Inc.’s outstanding 10.500% senior secured notes due 2030 (the “Senior Secured Notes”) will be redeemed pursuant to the terms of the indenture governing the Senior Secured Notes.

Cautionary Note Regarding Forward-Looking Statements

The statements in this document, and any related oral statements, include forward-looking statements concerning Getty Images, Shutterstock, the terminated transaction described herein and other matters. All statements, other than historical facts, are forward-looking statements. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, financings or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur or the timing thereof. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “could,” “might,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology, but not all forward-looking statements include such identifying words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary. The forward-looking statements in this document relate to, among other things, the redemption of the Senior Secured Notes. For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the section captioned “Risk Factors” in Getty Images’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other of its filings with the United States Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward looking statements. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Getty Images does not assume, and hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.

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: July 7, 2026	By:	/s/ Kjelti Kellough
	Name:	Kjelti Kellough
	Title:	Senior Vice President, General Counsel, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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