GETTY IMAGES HLDGS INC A 8-K Filings

Getty Images Holdings, Inc. (GETY) paid the interest due September 1, 2026 on its 9.750% Senior Notes due 2027 and 14.000% Senior Notes due 2028 on September 30, 2026, within the applicable 30-day grace periods.

No “Event of Default” occurred under the notes’ indentures because the payments were made within those grace periods.

Getty Images Holdings, Inc. (GETY) reports that it is evaluating strategic financing alternatives and balance sheet initiatives, and has engaged Guggenheim Securities, LLC as financial advisor. Alternatives include a potential capital solution that may be provided by the company’s majority equity holders, who have previously disclosed acting as a group under Section 13(d)(3).

To maximize financial flexibility during this evaluation, Getty Images intends to use the 30‑day grace periods for interest payments due September 1, 2026 on its 9.750% Senior Notes due 2027 and 14.000% Senior Notes due 2028. The company states it has sufficient cash to make these payments and meet day‑to‑day obligations and retains the right to pay within the grace period. This election would not constitute an event of default under the indentures. The company also references previously disclosed risks, including substantial doubt about its ability to continue as a going concern.

Getty Images Holdings, Inc. (GETY) reports a board change and a major litigation development. On August 27, 2026, director Chinh Chu resigned from the Board and its Compensation Committee, effective immediately; the company states his resignation was not due to any disagreement over operations, policies, or practices.

The company also describes a New York State Supreme Court proceeding regarding alleged breaches of 2020 warrant agreements. On July 27, 2026, the court directed entry of a Judgment totaling $92,306,578, including 9% pre‑Judgment interest from August 22, 2022, in favor of multiple plaintiffs, and the company has filed notices of appeal. On August 25, 2026, Getty Images and the plaintiffs entered into a standstill agreement under which plaintiffs agreed not to enforce the Judgment until the first business day after 60 days from specified Judgment‑filing events; this period began on August 26, 2026. The company agreed to make a partial payment of approximately $4,153,796, to be credited against the Judgment. Getty Images notes that amounts related to this matter have been reserved on its balance sheet in a recently filed quarterly report and reiterates broader business and going‑concern risks in its risk disclosures.

Getty Images Holdings reported Q2 2026 revenue of $229.1 million, down 2.5% year over year, with Creative revenue modestly lower and Editorial revenue up 9.2%. Annual subscription revenue rose to 58.8% of total revenue. Despite income from operations of $32.4 million, the company recorded a substantially larger net loss of $85.8 million, driven mainly by higher tax expense, increased interest costs, and litigation-related items. Adjusted EBITDA was $62.3 million with a 27.2% margin.

Liquidity weakened materially: net cash used in operating activities was $108.7 million, free cash flow was $(122.6) million, and total available liquidity at June 30, 2026 was $81.6 million, including $51.6 million of cash and $30.0 million of remaining revolver capacity, which was fully drawn in July. Total debt stood at $2.07 billion, while the company paid $110.9 million related to a warrant litigation judgment, partially offset by $31.5 million of insurance proceeds. KPIs showed declines in last‑twelve‑month purchasing customers and active annual subscribers, although the image and video libraries continued to grow.

The previously announced merger with Shutterstock was terminated in early July 2026; following termination, $628.4 million of 10.5% Senior Secured Notes were redeemed at par using escrowed funds. Management has withdrawn financial guidance while evaluating strategic financing alternatives and balance sheet initiatives, assisted by Guggenheim Securities, against a backdrop that includes an expressed substantial doubt about the company’s ability to continue as a going concern.

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.

Getty Images Holdings, Inc. has amended a recent current report to classify the disclosure under Item 1.02, reflecting the termination of a material definitive agreement with Shutterstock, Inc. The company delivered written notice on July 7, 2026 terminating the previously announced Merger Agreement after the Second Extended End Date passed on July 6, 2026 and the board chose not to proceed with a required U.K. Competition and Markets Authority process. Following this termination, Getty Images’ 10.500% senior secured notes due 2030 are expected to be redeemed pursuant to their governing indenture.

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.

Getty Images Holdings, Inc. disclosed that its board has decided not to pursue the sale of Shutterstock, Inc.’s editorial business, a condition imposed by the U.K. Competition and Markets Authority for clearing their previously announced merger. Because of this, the board unanimously resolved to terminate the Agreement and Plan of Merger after the passage of the Second Extended End Date on July 6, 2026, assuming no material change in circumstances before July 7, 2026. Following termination, Getty Images, Inc.’s 10.500% senior secured notes due 2030 will be redeemed through a special mandatory redemption under the existing indenture. The board also plans to engage a financial advisor to review strategic financing alternatives.

Getty Images Holdings, Inc. filed a Form 8-K to disclose a new multi-year display partnership with OpenAI. Under the agreement, Getty Images’ licensed content libraries will appear across OpenAI’s search and discovery experiences within ChatGPT, aiming to provide richer, high-quality visual responses to users.

The company notes this deal had previously been referenced on an unnamed basis during its Q3 2025 earnings call. The filing and attached press release emphasize that any statements about the partnership’s future benefits are forward-looking and subject to numerous business, technology, competitive and regulatory risks detailed in Getty Images’ risk factor disclosures.

Getty Images Holdings, Inc. reported that a New York State court granted plaintiffs’ motion for summary judgment in the Funicular Funds LP warrant lawsuit. Plaintiffs sought $67,811,031 plus pre-judgment interest, an amount the company had already reserved for in its Condensed Consolidated Balance Sheet.

The court also conditionally granted summary judgment on additional warrants if plaintiffs supply required authorization letters by August 10, 2026, after which the court will direct entry of judgment. The company includes an extensive cautionary statement about risks and uncertainties affecting its business and forward-looking statements.

Getty Images Holdings, Inc. reports that on May 15, 2026, the UK Competition and Markets Authority issued its final report in the Phase 2 review of Getty Images’ previously announced merger with Shutterstock Inc.

The company also notes that a registration statement on Form S-4 covering the merger consideration, which includes an information statement for Getty Images and a proxy statement/prospectus for Shutterstock, was declared effective on April 30, 2025, and a final prospectus was filed the same day.

Getty Images Holdings reported Q1 2026 results with modest top-line growth and sharply narrower losses. Revenue reached $226.6 million, up 1.1% year over year, as editorial revenue grew 11.0% while creative revenue declined 4.5%. Annual subscription revenue rose to 57.4% of total revenue.

The company posted a net loss of $4.4 million versus a $102.6 million loss a year ago, helped by lower tax expense, favorable foreign exchange, and reduced merger-related costs. Adjusted EBITDA was $61.6 million, down 12.2%, and the adjusted EBITDA margin fell to 27.2% from 31.3%.

Free cash flow improved to $24.0 million, and total liquidity stood at $246.6 million, including $96.6 million of cash and an undrawn $150.0 million revolver. Management reaffirmed full‑year 2026 revenue guidance of $948–$988 million and adjusted EBITDA guidance of $279–$295 million, while incorporating higher SOX compliance costs. The company also detailed payment of a previously reserved $110.9 million warrant litigation judgment and ongoing UK antitrust review of its planned merger with Shutterstock.

Getty Images Holdings, Inc. reports that the U.S. Court of Appeals for the Second Circuit has denied its petition for rehearing in warrant litigation brought by Alta Partners and CRCM, leaving in place a judgment awarding $36.9 million to Alta and $51.0 million to CRCM, plus 9% annual pre-judgment interest. The company had previously recorded a loss and maintained a litigation reserve under ASC 450 covering the full judgment and related interest. Getty Images, Inc., a wholly owned subsidiary, plans to draw on its existing undrawn revolving credit facility and use a portion of the proceeds to pay the judgment.

Getty Images Holdings, Inc. reported changes to its Board and Audit Committee. Jeffrey Titterton, already a director since October 18, 2022, was appointed to the Audit Committee on April 3, 2026, after the Board determined he meets required independence standards.

James Quella resigned from the Board and Audit Committee effective April 1, 2026. The company states his resignation is not due to any disagreement with its operations, policies, or practices. The Board size remains at eleven directors, with the vacancy to be filled later.

Getty Images Holdings, Inc. reported that the New York Stock Exchange notified the company that it is out of compliance with the NYSE’s continued listing standard requiring an average closing share price of at least $1.00 over a consecutive 30 trading-day period for its Class A common stock.

The notice does not trigger immediate delisting; Getty Images has six months from March 17, 2026 to regain compliance. The stock will continue trading on the NYSE during this cure period as long as other listing standards are met.

The company plans to inform the NYSE within ten business days of its intent to cure the deficiency. Compliance can be restored if, on the last trading day of any calendar month in the cure window, the closing price is at least $1.00 and the 30‑day average closing price is also at least $1.00.

Getty Images Holdings, Inc. reported record 2025 revenue of $981.3 million, up 4.5% year over year and the highest in its 30-year history, but swung to a full-year net loss of $206.2 million, driven by higher litigation losses, foreign exchange losses and merger- and debt-related costs.

Fourth-quarter revenue rose 14.1% to $282.3 million, helped by two significant licensing agreements, while Q4 adjusted EBITDA grew 29.1% to $104.1 million with a 36.9% margin. Annual adjusted EBITDA increased 6.9% to $320.9 million with a 32.7% margin.

Free cash flow for 2025 was $5.7 million, and total liquidity at December 31, 2025 was $240.2 million, including $90.2 million of cash and $150.0 million available under the revolver. For 2026, the company guides revenue to $948–$988 million and adjusted EBITDA to $279–$295 million, with declines largely reflecting approximately $40 million of licensing revenue accelerated into Q4 2025.

Getty Images also updated on its pending merger of equals with Shutterstock. The transaction has received regulatory clearance without conditions in all jurisdictions except the UK. The U.S. Department of Justice has concluded its review without conditions, while the UK CMA’s Phase 2 review continues with a final report due by June 14.

Getty Images Holdings reported that the U.S. Department of Justice has completed its antitrust review of its proposed merger of equals with Shutterstock and the Hart-Scott-Rodino waiting period has expired without conditions. This unconditional clearance removes a key U.S. regulatory hurdle for the transaction.

The companies expect the merger to generate substantial cost and investment synergies across SG&A and capital spending after closing. U.K. review is still underway, with the Competition and Markets Authority in Phase 2 and a final decision due by April 19, meaning the deal remains subject to additional regulatory outcomes.

Getty Images Holdings, Inc. reports that the UK Competition and Markets Authority has issued a provisional decision on its proposed merger with Shutterstock. The CMA preliminarily sees no competition issues in the global stock content market but has raised concerns about a possible “substantial lessening of competition” in the UK editorial market, which Getty Images disputes.

Getty Images plans to file a formal response in line with the CMA’s timetable and continues to cooperate with the U.S. Department of Justice as its review proceeds. The company highlights previously filed Form S-4 materials and related SEC documents that provide detailed information about the merger and associated risks.

Getty Images Holdings, Inc. reports that the United States Court of Appeals for the Second Circuit has affirmed a prior judgment against the company in warrant litigation brought by Alta Partners, LLC and CRCM Institutional Master Fund (BVI), LTD. The lower court had awarded Alta $36.9 million in damages related to 2,066,371 public warrants and CRCM $51.0 million related to 3,010,764 public warrants, in each case plus 9% per annum pre-judgment interest.

The appellate court affirmed the judgment in all respects, with one judge dissenting, including the prior decision in favor of Getty Images on additional later-acquired warrants claimed by Alta. Getty Images states that it is reviewing the decision and evaluating potential next steps. The company notes it had already recorded a loss and maintained a litigation reserve covering the full amount of the judgment and related interest under ASC 450.

Getty Images Holdings (GETY) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference into Item 2.02. The company states this information is being furnished, not filed, and therefore is not subject to Section 18 of the Exchange Act.

Getty Images Holdings, Inc. filed a Form 8-K announcing it issued a press release with a statement on the ruling of its litigation against Stability AI in the UK. The company furnished the press release as Exhibit 99.1 and referenced it for details.

The filing lists the company’s Class A common stock trading on the NYSE under ticker GETY.

Getty Images Holdings (GETY) reported that the UK Competition and Markets Authority has referred its proposed merger with Shutterstock to a Phase 2 review. Getty Images stated it had offered comprehensive remedies to avoid this step, is disappointed by the decision, and remains committed to the transaction.

The company said it will continue engaging with the CMA and work with Shutterstock to expeditiously secure the necessary clearances. A press release announcing the referral is attached as Exhibit 99.1. The merger documentation has progressed in the U.S., where a Form S-4 was declared effective on April 30, 2025, and a final prospectus was filed on the same date.

Getty Images Holdings (GETY) completed two financing actions tied to its proposed merger with Shutterstock. The company’s subsidiary exchanged $294,686,000 of 9.750% Senior Notes due 2027 for new 14.000% Senior Notes due 2028, representing 98.23% participation, and executed related indentures and amendments.

Separately, the issuer closed a $628,400,000 offering of 10.500% Senior Secured Notes due 2030 and deposited the gross proceeds into escrow. Upon release, the company intends to use approximately $350,000,000 for fees, expenses and cash consideration to Shutterstock stockholders in connection with the merger, with the remainder to refinance certain Shutterstock indebtedness and related fees. The secured notes include a special mandatory redemption at par plus accrued interest if the merger agreement is terminated or the merger is not consummated on or before October 6, 2026. Both the new unsecured notes and the secured notes carry customary covenants, change-of-control repurchase at 101%, and future guarantees by Shutterstock and its subsidiaries no later than 20 business days after consummation of the merger.

Getty Images Holdings reported that the UK Competition and Markets Authority intends to refer its proposed merger with Shutterstock to a Phase 2 review unless acceptable undertakings addressing competition concerns are offered. Getty Images said it remains committed to the transaction and will continue engaging with the CMA and with Shutterstock to secure required clearances.

The company also noted prior procedural steps for the deal, including that a registration statement on Form S-4 was declared effective on April 30, 2025, and a final prospectus was filed the same day.

Getty Images Holdings, Inc. reports progress on a major debt exchange and new financing linked to its proposed merger with Shutterstock. Its subsidiary Getty Images, Inc. received early tenders of $294,665,000 aggregate principal amount of its 9.750% Senior Notes due 2027, representing 98.22% of the outstanding Old Notes, into an offer to exchange them for new 14.000% Senior Notes due 2028. With requisite consents obtained, a third supplemental indenture to the Old Notes Indenture will be executed, and the exchange is expected to settle and the New Notes to be issued on October 21, 2025.

Separately, the Issuer has priced a private offering of $628,400,000 of 10.500% senior secured notes due 2030, expected to close on or around October 21, 2025. The gross proceeds will be placed in escrow and are intended to fund cash consideration to Shutterstock shareholders in the planned merger of equals, refinance Shutterstock indebtedness, and pay related fees and expenses. If the merger agreement is terminated or the merger is not completed on or before October 6, 2026, the Notes will be subject to a special mandatory redemption at 100% of issue price plus accrued interest.

Getty Images Holdings, Inc. disclosed that its indirect wholly owned subsidiary, Getty Images, Inc., plans a private offering of $628,400,000 aggregate principal amount of senior secured notes due 2030. The notes will be senior secured obligations of the issuer and guaranteed on a senior secured first-lien basis by the same guarantors that back its existing senior secured notes due 2030 and secured credit facility.

The transaction is tied to the proposed merger with Shutterstock, Inc. An amount equal to the gross proceeds will be deposited into an escrow account with a first-priority security interest. After release from escrow, the company and issuer intend to use net proceeds to pay fees, expenses and cash consideration to Shutterstock stockholders in the merger and to refinance certain Shutterstock indebtedness, along with related fees and expenses.

If the merger agreement is terminated, or the merger is not completed on or before October 6, 2026, the notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued and unpaid interest. The notes are being offered only to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S, and will not be registered under the Securities Act.

Getty Images Holdings, Inc. reported that subsidiary Getty Images, Inc. has begun an exchange offer for any and all of its $300,000,000 of 9.750% Senior Notes due 2027, offering new 14.000% Senior Notes due 2028. Holders who tender by October 1, 2025 may receive $1,000 of new notes for each $1,000 of old notes, while tenders by October 17, 2025 may receive $950 of new notes per $1,000.

The offer is paired with a consent solicitation to amend the old notes’ indenture and is conditioned, among other things, on at least 95% of the old notes being tendered, unless waived with specified holder consent. Three large beneficial holders owning about 65% of the old notes have indicated a non‑binding intent to participate. The company also filed unaudited pro forma financials reflecting its planned acquisition of Shutterstock, Inc., and Shutterstock irrevocably waived a merger closing condition tied to refinancing, following the company’s earlier refinancing of term loans into new U.S. dollar and euro 5‑year facilities.

Getty Images Holdings, Inc. held its Annual Meeting of Stockholders with proxies solicited under a definitive proxy statement filed July 22, 2025. Holders of 381,835,408 shares of Class A common stock were present in person, electronically or by proxy, representing 92.05% of the voting power as of the record date of July 14, 2025, constituting a quorum for the meeting. The filing includes vote tallies associated with named directors but the mapping of each number to specific vote categories is not clearly labeled in the provided text. The Form 8-K is signed by Kjelti Kellough, Senior Vice President, General Counsel, and Corporate Secretary, dated September 9, 2025.

Getty Images Holdings, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025, and attached that press release as Exhibit 99.1 to this Current Report on Form 8-K. The company’s Class A common stock trades under the symbol GETY on the New York Stock Exchange.

The report specifies that the information in Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of the Exchange Act, and therefore is not subject to Section 18 liabilities or automatic incorporation by reference into other registration statements unless expressly referenced. The report is signed on the company’s behalf by Kjelti Kellough, Senior Vice President, General Counsel, and Corporate Secretary, and indicates the registrant is an emerging growth company.