Getty Images Holdings, Inc. SEC Filings

Morgan Stanley Smith Barney LLC submitted a Form 144 reporting the proposed sale of 25,000 shares of Common Stock linked to restricted stock vesting under a registered plan, dated 03/20/2026.

The filing also discloses a prior sale by Peter J. Orlowsky of 4,129 shares on 12/24/2025 for $5,243.83. The notice lists execution via NYSE and identifies the securities as Common.

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, Inc. files its annual report describing a subscription-driven visual content business, a heavy contributor ecosystem and significant strategic change. The company serves corporate, agency and media customers with over 645 million assets, more than 600,000 contributors and 1,650 employees worldwide.

Creative content provided 56.7% of 2025 revenue, editorial 37.7% and other services 5.6%, with annual subscriptions representing more than half of total revenue. Getty refinanced and extended key debt in 2025 and agreed to a merger-of-equals with Shutterstock. The filing highlights extensive risks around AI, competition, debt, regulation, cybersecurity and completion of the proposed merger.

Getty Images Holdings, Inc. submitted a Form 144 notice indicating proposed sales of Class A Common Stock by an affiliate. The filing lists transactions tied to merger consideration on 07/22/2022 ( 9,282,232 shares) and warrant exercises on 08/29/2022 ( 5,777,998 shares). The filing date line shows 03/13/2026 and identifies broker Cantor Fitzgerald & Co.

Getty Images Holdings, Inc. filed Amendment No. 1 to its Schedule TO to amend the previously disclosed Exchange Offer for outstanding stock options. The amendment replaces the Offer to Exchange with an Amended and Restated Offer to Exchange Eligible Options, dated March 11, 2026, and revises Section 6 to limit conditions so that “threatened” governmental challenges, orders, or injunctions are excluded from specified conditions.

Getty Images Holdings, Inc. is conducting an exchange offer to permit certain service providers, including executive officers and non-employee directors, to tender Eligible Options granted under the 2022 Equity Plan in exchange for a lesser number of New Options. As of February 13, 2026, there were approximately 22.6 million Eligible Options outstanding. The Exchange Offer materials dated March 2, 2026 (Offer to Exchange Eligible Options, Offering Memorandum, Election Form) are incorporated by reference and describe eligibility, procedures, acceptance, conditions and accounting and tax consequences.

Getty Images Holdings, Inc. notifies stockholders that a written consent by the Getty Family Stockholders and KED Icon approved a stock option exchange program.

The Board approved the Exchange Offer on December 10, 2025, the Record Date is February 27, 2026, and the Company expects to commence the tender offer by filing Schedule TO on or about March 2, 2026. The Exchange Offer would permit Eligible Optionholders (about 202 people) to surrender approximately 22.6 million Eligible Options in exchange for New Options exercisable for approximately 7.5 million shares, with exchange ratios currently expected to range between 7.6-to-1 and 1.7-to-1. The Getty Family Stockholders and the Koch Investor together hold approximately 74% of voting power, so no further stockholder vote is required. The New Options will retain original vesting schedules and have a 10-year term from grant.

Getty Images Holdings, Inc. disclosed that the U.S. Department of Justice completed its review of the previously announced merger with Shutterstock Inc. and that the Hart-Scott-Rodino waiting period has expired without conditions. The companies issued a joint press release attached as Exhibit 99.1.

The filing notes the S-4 registration statement was declared effective on April 30, 2025 and references the information statement and proxy statement/prospectus for additional transaction details.