Getty Images Holdings, Inc. (GETY) is soliciting proxies for its 2026 virtual annual meeting on October 8, 2026. Holders of Class A common stock at the August 17, 2026 record date, when 414,811,306 shares were outstanding, are entitled to one vote per share.
Stockholders are asked to elect three Class I directors (Patrick Maxwell, Jeffrey Titterton and Thomas Walper) to terms ending at the 2029 meeting, ratify Ernst & Young LLP as independent auditor for 2026, approve an amendment to the certificate of incorporation to implement a reverse stock split of Class A common stock within a range of 1‑for‑5 to 1‑for‑20 together with a proportional authorized share reduction, and approve amendments to the 2022 Equity Incentive Plan and 2022 Employee Stock Purchase Plan.
The company states the primary goal of the reverse split is to increase the market price of Class A common stock to satisfy the NYSE minimum bid requirement. The board recommends voting FOR all proposals. Audit fees to Ernst & Young LLP for 2025 totaled $3.4 million, with total 2025 fees of $10.1 million including audit‑related and tax services.
Getty Images Holdings, Inc. (GETY) received an amended Schedule 13D (Amendment No. 5) from a Koch-controlled ownership chain led by KED Icon Holdings, LLC and Koch, Inc. The reporting entities together may be deemed to beneficially own 115,259,246 Class A common shares, representing 27.4% of the outstanding Public Shares, based on 421,018,476 Public Shares outstanding as of August 6, 2026.
The amendment discloses that, effective August 25, 2026, these reporting persons and certain Getty family stockholders acknowledged the formation of a “group” under Section 13(d)(3) of the Exchange Act (the “Proposed Transaction Group”) to discuss the issuer’s strategic and liquidity alternatives and potential capital solutions. The reporting persons and Getty family stockholders collectively beneficially own 306,633,252 Public Shares, though the Koch-affiliated reporting persons expressly disclaim beneficial ownership of the Getty family’s shares. The filing states no specific transaction has been determined, and the reporting persons have no obligation to pursue any capital solution or transaction.
Getty Images Holdings, Inc. (GETY) received an amended Schedule 13D from entities affiliated with Mark Getty, updating their ownership and intentions regarding the company’s capital structure. Based on 421,018,476 Class A shares outstanding as of August 6, 2026, Getty Investments L.L.C., Cheyne Walk Master Fund 2, Cheyne Walk Trust and related vehicles each report beneficial ownership of 178,026,504 shares (42.3% of the class). The October 1993 Trust holds 5,089,413 shares (1.2%), and The Options Settlement holds 464,085 shares (0.1%). Mark Getty is reported to beneficially own 191,374,006 shares, representing 45.5% of the Class A Common Stock.
The amendment also notes that GETY has engaged Guggenheim Securities, LLC to advise on strategic financing alternatives and balance sheet initiatives. As of August 25, 2026, the reporting persons and KED Icon Holdings, LLC formed a Section 13(d)(3) “group” (the “Proposed Transaction Group”) collectively beneficially owning 306,633,252 Class A shares, to discuss potential strategic and liquidity alternatives and possible capital solutions. The filing states no specific transaction has been determined and emphasizes that no obligation exists to pursue any capital solution.
Getty Images Holdings, Inc. is calling a virtual 2026 Annual Meeting of Stockholders on October 8, 2026 at 10:30 a.m. Eastern Time. Holders of Class A common stock at the August 17, 2026 record date, when 414,811,306 shares were outstanding, may vote one share per vote.
Stockholders are asked to elect three Class I directors, ratify Ernst & Young LLP as independent auditor for 2026, approve a Charter amendment to implement a reverse stock split of Class A common stock at a ratio between 1‑for‑5 and 1‑for‑20 with a corresponding authorized share reduction, and approve amendments to the 2022 Equity Incentive Plan and 2022 Employee Stock Purchase Plan. The board recommends voting FOR all proposals, and explains quorum, voting standards, broker non‑votes, and virtual participation logistics in detail.
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. reported Q2 2026 revenue of $229.1 million, down slightly from 2025, and a net loss of $85.8 million. For the first six months of 2026, revenue was $455.7 million with a net loss of $90.2 million, an improvement versus the prior-year loss.
Operations generated income from operations of $32.4 million in Q2, but this was more than offset by $57.3 million of interest expense and a $73.4 million income tax expense, leading to a bottom‑line loss. Cash and cash equivalents were $51.6 million as of June 30, 2026, alongside $646.3 million of restricted cash largely tied to financing that was later mandatorily redeemed.
The company’s liquidity is under significant pressure from Warrant Litigation payments, terminated merger costs of about $60.4 million to date, and high interest expense, including costs linked to merger financing. Management explicitly states that these factors create substantial doubt about the company’s ability to continue as a going concern over the next 12 months. Getty Images has fully drawn its $150 million revolving credit facility after June 30 and engaged Guggenheim Securities to evaluate strategic financing and balance sheet options while continuing to contest remaining warrant-related and tax matters.
An initial Form 3 for Getty Images Holdings, Inc. identifies Thomas B. Walper as a director. The statement lists no equity or derivative securities positions for him and reports no insider purchases, sales, exercises, or other transactions. A Power of Attorney is referenced as Exhibit 24.
Getty Images Holdings, Inc. reports that Merrill Elizabeth Abrams, a director, has submitted an initial statement of beneficial ownership as an insider. The report shows no equity or derivative holdings and no transactions in company securities. An Exhibit 24 Power of Attorney is referenced.
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.