Koch Icon Investments, LLC and Koch, Inc. reported a major change in their Getty Images Holdings, Inc. holdings. On 12/12/2025, Koch Financial Assets III, LLC, a limited partner of Neuberger Berman Opportunistic Capital Solutions Master Fund LP, became entitled to a pro-rata distribution of 34,525,639 Class A common shares of Getty Images. At Koch Financial Assets III, LLC's direction, this distribution was made to Koch Icon Investments, LLC.
Following this transaction, Koch Icon reported beneficial ownership of 115,259,246 Class A common shares held directly. The filing explains an ownership chain in which Koch Icon, Koch Equity Development LLC, Koch Investments Group, LLC, Koch Investments Group Holdings, LLC, Koch Companies, LLC and Koch, Inc. may be deemed to beneficially own the same shares. It also notes that Michael Harris and Brett Watson serve on Getty Images' board as designees of Koch Icon, and that Koch Icon and Koch, Inc. may be deemed directors by deputization.
Koch Icon Investments, LLC and related Koch entities report a major ownership position in Getty Images Holdings, Inc. They may be deemed to beneficially own 115,259,246 Class A "Public Shares," representing about 27.7% of the public shares outstanding, based on 415,860,181 shares as of November 5, 2025. The reporting entities have sole voting and sole dispositive power over these shares.
The amendment reflects internal changes, including that Koch Financial Assets III, LLC now holds no Public Shares and, as of December 12, 2025, has fallen below the 5% threshold, making this its exit filing. On December 12, 2025, Neuberger Berman Opportunistic Capital Solutions Master Fund LP distributed 34,525,639 Public Shares in kind to Koch Icon at Koch Financial Assets III’s direction, funded with Koch, Inc. working capital. The filing also updates the list of Koch reporting entities, notes potential “group” status with a Getty family stockholder under an existing stockholders agreement (which the Koch entities formally disclaim), and confirms no criminal convictions or specified securities law judgments for the reporting persons over the past five years.
Getty Images Holdings, Inc. reported an insider stock transaction by its Chief Accounting Officer, Chris Hoel. On 12/10/2025, Hoel sold 569 shares of Class A common stock at a weighted average price of $1.44 per share in a transaction coded "S," indicating a sale.
The filing explains that the sale was a non-discretionary transaction made to cover mandatory tax withholding tied to the vesting and settlement of restricted stock units granted under an award agreement dated December 5, 2022. Following this trade, Hoel beneficially owned 89,703 shares of Class A common stock directly. The sales were executed under Rule 10b5-1 trading plan instructions.
Getty Images Holdings, Inc. officer Daine M. Weston reported a small sale of company stock in connection with equity compensation. On December 10, 2025, Weston sold 909 shares of Class A common stock in a transaction coded as a sale. The weighted average sale price was $1.44 per share, with individual trade prices ranging from $1.41 to $1.48.
The filing states that the shares were sold to cover mandatory tax withholding obligations tied to the vesting and settlement of restricted stock units under an award agreement dated December 5, 2022, and that the transaction was carried out under Rule 10b5-1 trading plan instructions. After this transaction, Weston beneficially owns 139,033 shares of Getty Images Class A common stock in direct form.
Getty Images Holdings, Inc. insider plans Rule 144 sale of 5,529,651 Class A shares. The planned sale is to be conducted through broker Cantor Fitzgerald & Co., with an aggregate market value of $8,073,290.46 based on the figures provided. The shares relate to Getty Images Class A common stock listed on the NYSE, with 415,860,181 shares outstanding as stated in the notice. The approximate planned sale date is December 15, 2025. The filing also notes that the securities being sold were originally acquired in 2022 through a business combination with CC Neuberger Principal Holdings II and through a cashless exercise of warrants.
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 (GETY) reported Q3 2025 results with revenue of $240.044 million, essentially flat versus $240.545 million a year ago. Income from operations was $45.114 million, down from $57.436 million, while net income reached $21.618 million versus a prior-year loss of $2.527 million.
Year-to-date, revenue was $699.003 million and the company recorded a net loss of $115.313 million, driven largely by foreign exchange loss of $78.357 million and higher interest expense. The quarter included $9.9 million of merger-related costs recorded in other operating expenses; nine-month merger costs were $38.3 million.
Cash and cash equivalents were $109.533 million; long-term debt, net was $1.336 billion. Litigation reserves were $115.506 million with an insurance recovery receivable of $37.196 million. Creative revenue was $144.892 million, Editorial $89.315 million, and Americas region $140.523 million.
The proposed merger with Shutterstock advanced procedurally: U.S. DOJ issued a Second Request, Shutterstock stockholders approved, and the UK CMA referred the transaction to a Phase 2 review. Subsequent events included exchanging $294.7 million of 2019 notes into 14.000% notes due 2028 and issuing $628.4 million of 10.500% senior secured notes to fund merger needs. As of November 5, 2025, 415,860,181 Class A shares were outstanding.
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) insiders reported a large open‑market sale. Reporting persons affiliated with Neuberger Berman disclosed selling 3,470,917 shares of Class A common stock on 10/31/2025 (Transaction Code S) at a weighted average price of $2.2732, executed across multiple trades priced between $1.97 and $2.75. Following the transaction, they reported 70,641,345 shares beneficially owned on an indirect basis, held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP.
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.