| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Getty Images Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
605 5th Avenue S., Suite 400, Seattle,
WASHINGTON
, 98104. |
Item 1 Comment:
Explanatory Note: This Amendment No. 3 to a Statement on Schedule 13D (this "Amendment No. 3") relates to the shares of Class A common stock, par value $0.0001 per share (the "Public Shares"), of Getty Images Holdings, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed by certain of the Reporting Persons identified therein on September 6, 2022, as amended and restated by Amendment No. 1 thereto filed on August 2, 2024 and as further amended by Amendment No. 2 thereto filed on January 8, 2025 (as so amended, the "Initial Schedule 13D" and as further amended by this Amendment No. 3, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D. |
| Item 2. | Identity and Background |
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| (a) | Item 2(a) of the Initial Schedule 13D is amended and restated as follows: This Schedule 13D is jointly filed by Koch Icon Investments, LLC ("Koch Icon"), Koch Equity Development LLC ("Koch Equity"), Koch Investments Group, LLC ("KIG"), Koch Investments Group Holdings, LLC ("KIGH"), Koch Companies, LLC ("KCLLC"), Koch Financial Assets III, LLC ("KFA"), and Koch, Inc. (each a "Reporting Person," and collectively, the "Reporting Persons"). Koch Icon is beneficially owned by Koch Equity, Koch Equity is beneficially owned by KIG, KIG is beneficially owned by KIGH, KIGH is beneficially owned by KCLLC, and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments. KFA is beneficially owned by KCLLC by means of ownership of all equity instruments.
Koch, Inc., KCLLC, KIGH, KIG and Koch Equity may be deemed to beneficially own the Public Shares held by Koch Icon by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, (iii) KIGH's beneficial ownership of KIG, (iv) KIG's beneficial ownership of Koch Equity, and (v) Koch Equity's beneficial ownership of Koch Icon. The information contained in the Schedule 13D shall not be construed as an admission that any of Koch Equity, KIG, KIGH, KCLLC or Koch, Inc. is for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13D.
In light of certain obligations in respect of the Existing Stockholders Agreement (as defined below), Koch Icon, Koch Equity, KIG, KIGH, KCLLC and Koch, Inc. may be deemed to be members of a "group" with the Getty Family Stockholder (as defined below) within the meaning of Section 13(d)(3) of the Exchange Act. The Reporting Persons disclaim membership in any such group for all purposes, and neither the fact of this filing or anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they are members of such a group.
The information set forth in the amended and restated Schedule A, filed as Exhibit 1 to Amendment No. 3, regarding the directors, managers and executive officers of each Reporting Person as of the date of Amendment No. 3 is incorporated by reference in Item 2 and supersedes the previously filed Schedule A.
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| (b) | Item 2(b) of the Initial Schedule 13D is amended and restated as follows: The addresses of the principal office and principal business of each Reporting Person is 4111 East 37th Street North, Wichita, Kansas 67220. The business address for each of the directors, managers and executive officers listed on Schedule A is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220. |
| (c) | Item 2(c) of the Initial Schedule 13D is amended and restated as follows: Koch Icon is principally engaged in the business of investing in other companies. Koch Equity is principally engaged in the business of investing in and acquiring other companies. KFA is principally engaged in the business of investing in other companies. KIG is principally engaged as a holding company for Koch Equity. KIGH is principally engaged as a holding company for KIG. KCLLC is principally engaged as a holding company for KIGH. Koch, Inc. owns a diverse group of companies involved in refining, chemicals and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control systems; electronics, software and data analytics; minerals; glass; automotive components; commodity trading; and investments.
Set forth on Schedule A is the present principal occupation or employment of each of the directors, managers and executive officers of each Reporting Person as of the date hereof. The name and address of any corporation or other organization in which each such director's, manager's or executive officer's employment is conducted is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.
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| (d) | Item 2(d) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Item 2(e) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Item 2(f) of the Initial Schedule 13D is amended and restated as follows: Each of Koch Icon, Koch Equity, KFA, KIG, KIGH, and KCLLC is a Delaware limited liability company. Koch, Inc. is a privately-held Kansas corporation. All of the directors, managers and executive officers listed on Schedule A are citizens of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Initial Schedule 13D is hereby supplemented as follows:
To the extent applicable, the acquisition of the predecessor limited partnership units of NBOKS Master Fund (as defined in Item 6) held by KFA which resulted in the distribution of 34,525,639 Public Shares was funded with the working capital of Koch, Inc. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Initial Schedule 13D is hereby supplemented as follows:
The information set forth with respect to Item 6 in this Amendment No. 3 is incorporated by reference herein.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Initial Schedule 13D is amended as follows: As of the date hereof, each of Koch Icon, Koch Equity, KIG, KIGH, KCLLC and Koch, Inc. may be deemed to own 115,259,246 Public Shares, representing approximately 27.7% of the outstanding Public Shares. As of the date hereof, KFA held no Public Shares. The percentage of outstanding Public Shares held by the Reporting Persons is calculated using 415,860,181 Public Shares outstanding as of November 5, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025. |
| (b) | Item 5(b) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons possess as indicated on the Cover Pages hereto sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the Public Shares reported as deemed to be beneficially owned by such Reporting Persons in the Schedule 13D. |
| (c) | Item 5(c) of the Initial Schedule 13D is amended as follows: Except as otherwise described in this Amendment No. 3, no transactions in the Public Shares were effected by the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of Amendment No. 3. |
| (d) | Item 5(d) of the Initial Schedule 13D is amended as follows: Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Public Shares of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. |
| (e) | As of December 12, 2025, KFA has ceased to be the beneficial owners of more than five percent of the Public Shares. Accordingly, the filing of this Amendment No. 3 represents the final amendment to the Schedule 13D for KFA and constitutes an exit filing for KFA. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Initial Schedule 13D is hereby supplemented by adding the following:
On October 28, 2025, Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("NBOKS Master Fund") notified its underlying limited partners, which included KFA, that it was looking to begin the process of winding down, and offered the limited partners the option to take in-kind their pro-rata portion of the Public Shares and cash held directly by NBOKS Master Fund, or have their interest in NBOKS Master Fund transferred to a liquidating trust that will continue to be managed by Neuberger Berman Investment Advisers LLC. On December 12, 2025, KFA became entitled to receive its pro-rata portion of the Public Shares held by NBOKS Master Fund. At the direction of KFA, NBOKS Master Fund distributed 34,525,639 Public Shares to Koch Icon.
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| Item 7. | Material to be Filed as Exhibits. |
| | 1. Schedule A |
