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.
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 is informing stockholders that its Board approved a stock option exchange program to allow eligible holders to surrender underwater options for new options. The Getty Family Stockholders and the Koch Investor, who together hold approximately 74% of voting power, delivered written consent.
The company expects to commence the tender offer on or about March 2, 2026, with at least a 20-business-day offer period and New Options granted on the 20th business day after commencement. Management estimates approximately 202 Eligible Optionholders and ~22.6 million Eligible Options. Exchange ratios are currently expected to range from 7.6-to-1 to 1.7-to-1. New Options will carry the stated exercise-price rules, retain the original vesting schedule, and have a 10-year term from grant.
Getty Images Holdings, Inc. issued a press release on February 19, 2026 providing a statement regarding the UK Competition and Markets Authority’s provisional decision related to the previously announced proposed merger with Shutterstock Inc.
The press release is attached as Exhibit 99.1 to the Form 8-K and is incorporated by reference. The filing reiterates that Getty Images previously filed a registration statement on March 31, 2025 (Form S-4), which was amended on April 28, 2025, declared effective on April 30, 2025, and for which a final prospectus was filed on April 30, 2025.
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. CEO Craig Peters reported an equity award of 250,000 shares of Class A Common Stock. The transaction on February 12, 2026 is coded as an acquisition related to a grant or award at a reference price of $1.03 per share.
After this award, Peters beneficially owns 1,465,438 Class A shares directly. A footnote explains that a performance condition for a portion of a previously granted performance restricted stock unit (PSU) award was satisfied, and that portion will vest on March 20, 2026, contingent on his continued service.
Getty Images Holdings Chief Technology Officer Nathaniel Gandert reported an equity award acquisition of 66,667 shares of Class A Common Stock on February 12, 2026. The award relates to a portion of a previously granted performance restricted stock unit (PSU) grant, with a stated value of $1.03 per share.
The filing notes that a performance condition for this PSU portion was satisfied, and this portion is scheduled to vest on March 20, 2026, as long as Gandert continues his service with the company. After this transaction, he beneficially owns 613,614 shares of Class A Common Stock directly.