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CLOSED · 08:25 ET
Market ClerkRecap
Sun Nov 1 · markets closed1 signal on Oct 31129 insider buys this week · $10BCIRO short report next: Nov 15The week ahead

GETY

Getty Images Holdings, Inc.
OTC · INDUSTRIALS · SERVICES-BUSINESS SERVICES, NEC
0.02
−0.01 −36.67%
USD · close Oct 30
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Work order
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Big money
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nobody we score has called it yet
MKT CAP $8MP/E —DIV YIELD —FCF YIELD -1038.01%REV TTM $978M +3.3%NET INCOME −$159.5MNET DEBT $1.3B52W 0.01 – 0.53SEC XBRL · TTM TO Invalid Date

How GETY rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
25%
of sentences unchanged
Added
523
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Dropped
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Length
−19,377
words, now 39,998

New in FY2025

  • Note the discussion below, other than the introductory note, does not consider the impact of the planned merger, announced on January 7, 2025, between Getty Images Holdings, Inc. and Shutterstock, Inc.
  • Following the close of the transaction, based on the common shares outstanding as of September 9, 2025, Getty Images stockholders will own approximately 53.5 % and Shutterstock stockholders will own approximately 46.5 % of the combined company on a fully diluted basis.
  • The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, and other customary closing conditions.
  • During the years ended December 31, 2025 and December 31, 2024, Getty Images has expensed $47.1 million and $4.1 million, respectively, of legal, accounting, and direct costs related to this proposed Merger in “ Other operating expenses – net ” in the Consolidated Statements of Operations.
  • On April 2, 2025, Getty Images and Shutterstock announced that they had each received a Request for Additional Information and Documentary Material (“Second Request”) from the U.S.
  • Department of Justice (the “DOJ”) in connection with the transaction.
  • The Second Request was issued under notification requirements of the HSR Act.
  • The effect of the Second Request was to extend the waiting period imposed by the HSR Act until 30 days after Getty Images and Shutterstock have substantially complied with the request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ.
  • On February 23, 2026, Getty Images and Shutterstock announced that they had received notice that the DOJ has concluded its review of the proposed merger and the applicable waiting period under the Hart-Scott-Rodino Act has expired, without conditions.
  • On June 10, 2025, Shutterstock held a Special Meeting of Stockholders (the “Special Meeting”) in connection with the proposed merger with Getty Images.
  • At the Special Meeting, Shutterstock’s stockholders approved the proposal to adopt the Merger Agreement.
  • On September 18, 2025, Shutterstock irrevocably waived the condition set forth in the Merger Agreement with respect to the Company having amended or otherwise refinanced its 2019 Term Loans and 2019 Senior Unsecured Notes to extend the maturity of each to no earlier than February 19, 2028.
  • On October 20, 2025, the Company received notice that the CMA intended to refer the proposed Merger to a Phase 2 review process unless acceptable undertakings to address their competition concerns are offered.
  • On November 3, 2025, the Company received notice that the CMA has referred the Merger to a Phase 2 review process.
  • On February 19, 2026, the CMA issued a provisional decision with respect to the proposed merger and directed that any proposed remedies be submitted to the CMA by March 5, 2026.
  • On March 11, 2026, the CMA published an Invitation to Comment on Remedies, with responses due by March 18, 2026 and published a Notice of Extension, extending its reference period by eight weeks to June 14, 2026.
  • The Company remains committed to the proposed Merger and will continue to engage with CMA and work with Shutterstock to expeditiously secure the necessary clearances.
  • Refinancing Amendment On February 21, 2025 (the “Amendment Effective Date”), the Company entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the Existing Credit Agreement.
  • The Refinancing Amendment provided for a new tranche of senior secured fixed rate incremental term loans denominated in U.S.
  • Dollars in an aggregate principal amount of $580.0 million (the “2025 USD Term Loans”) and a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million (the “2025 EUR Term Loans” and together with the 2025 USD Term Loans, the “2025 Term Loans”).
  • The proceeds of the 2025 Term Loans were used to refinance in full all outstanding term loans under the Existing Credit Agreement, and will mature on February 21, 2030.
  • See “ Note 10 — Debt ” for additional discussion on our debt refinancing.
  • The proceeds from the 2025 Terms Loans were used to retire and repay the following debts: • 2019 USD Term Loans, with a $579.2 million principal amount as of the Amendment Effective Date, and • 2019 EUR Term Loans, with a €419.0 million principal amount as of the Amendment Effective Date Permitted Debt Exchange Offering The Company exercised its option to exchange its 2025 USD Term Loans, on a dollar-for-dollar basis, up to an aggregate principal amount of $580.0 million, pursuant to the Refinance Agreement, for newly issued 11.250% Senior Secured Notes due 2030 (the “11.250% Senior Secured Notes”).
  • The Company issued 11.250% Senior Secured Notes in an aggregate principal amount of $539.9 million, pursuant to an Indenture, dated as of May 5, 2025 (the “Indenture”).
  • Additional Financing Activities On October 21, 2025, the Company exchanged $294.7 million of its $300 million aggregate principal amount of 2019 Senior Unsecured Notes for newly issued 14.000% Senior Unsecured Notes due 2028 (the “2025 Senior Unsecured Notes”) and obtained related consents to amend the indenture governing the 2019 Senior Unsecured Notes.
  • Additionally, the Company closed the offering of, $628.4 million aggregate principal amount of 10.500% Senior Secured Notes due 2030 (the “10.500% Senior Secured Notes”).
  • The Company intends to use the proceeds to facilitate the proposed Merger with Shutterstock, primarily to fund the cash portion of the Merger consideration and settle Shutterstock's outstanding debt.
  • The 10.500% Senior Secured Notes mature on November 15, 2030, unless earlier redeemed or repurchased.
  • In the event that the Merger Agreement is terminated on or prior to October 6, 2026, the 10.500% Senior Secured Notes will be redeemed at a redemption price equal to 100% of the issue price plus accrued and unpaid interest.
  • Business Overview Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide.
  • For 31 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe.
  • Through Getty Images, iStock, and Unsplash, we off er a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 645 million visual a ssets available through its industry-leading sites.
  • New content and coverage are added daily, with over 11 millio n new assets added each quarter an d over 2.5 billion searches annually.
  • Th e Company has almost 700,000 purchasing customers, with customers from almost every country in the world with websites in 23 lan guages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.
  • In support of its content, Getty Im ages employs over 115 staff photographer s and videographers, and distributes the content of over 600,000 contribut ors and mor e than 360 premi um content partners.
  • Over 83,000 of our contri butors are exclusive to the Company, creating content that cannot be found anywhere else.
  • Each year, we cover mo re than 160,000 global events across news, s port, and entertainment, providing a depth and breadth of coverage that is unmatched.
  • We distribute content and services offerings through three primary product lines: Creative Creative is comprised of RF photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel.
  • We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community.
  • Creative represents 56.7% , 58.9% and 63.1% of our revenue of w hich 58.2%, 56.0% and 52.2% 1 is generated through our annual subscription products, for the years ended December 31, 2025, 2024 and 2023, respectively.

and 483 more.

Gone since FY2024

  • Note the discussion below does not consider the impact of the planned merger, announced on January 7, 2025, between Getty Images Holdings, Inc. and Shutterstock, Inc.
  • Following the close of the transaction, Getty Images stockholders will own approximately 54.7 % and Shutterstock stockholders will own approximately 45.3 % of the combined company on a fully diluted basis.
  • The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and other customary closing conditions.
  • Through December 31, 2024, Getty Images has expensed $4.1 million of legal, accounting, and direct costs related to this proposed Merger in “ Other operating expenses (income) – net ” on the consolidated balance sheet.
  • The waiting period under the HSR Act will expire at 11:59 pm on April 2, 2025, unless earlier terminated or otherwise extended.
  • The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.2 and incorporated herein by reference.
  • Table of Conten ts Refinancing Amendment On February 21, 2025 (the “Amendment Effective Date”), Abe Investment Holdings, Inc., a Delaware corporation (the “Parent Borrower”), and Getty Images, Inc., a Delaware corporation (the “Getty Borrower”, and together with the Parent Borrower, the “Borrowers”), which are subsidiaries of Getty Images, entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended their existing credit agreement, dated as of February 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment Effective Date, the “Existing Credit Agreement” and as amended by the Refinancing Amendment, the “Amended Credit Agreement”).
  • The Refinancing Amendment, among other things, provided for (i) a new tranche of senior secured fixed rate incremental term loans denominated in U.S.
  • Dollars in an aggregate principal amount of $ 580.0 million (the “Dollar Fixed Rate Term B-1 Loans”) and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of € 440.0 million (the “Euro Term B-1 Loans” and together with the Dollar Fixed Rate Term B-1 Loans, the “Term B-1 Loans”).
  • The proceeds of the Term B-1 Loans were used to refinance in full all outstanding term loans under the Existing Credit Agreement.
  • The Term B-1 Loans will mature on February 21, 2030; provided that, if more than $ 25.0 million of the Borrowers’ existing senior unsecured notes or refinancing indebtedness in respect thereof remain outstanding with a maturity date earlier than the date that is 91 days after February 21, 2030, then the maturity of the Euro Term B-1 Loans shall spring to the date that is 91 days prior to the maturity of such senior unsecured notes or refinancing indebtedness in respect thereof.
  • The Dollar Fixed Rate Term B-1 Loans will accrue interest at an initial fixed rate of 11.25 % per annum (the “Initial Fixed Rate”), which will step-up to 12.25 % per annum on May 14, 2025 and 13.25 % per annum (the “Maximum Fixed Rate”) on August 14, 2025; provided that, if the Borrowers (i) commence a Permitted Debt Exchange Offer (as defined in the Amended Credit Agreement) and (ii) either (x) consummate such Permitted Debt Exchange (as defined in the Amended Credit Agreement) or (y) if no lenders elect to exchange their Dollar Fixed Rate Term B-1 Loans, permit the full election period set forth in the definitive documentation for such Permitted Debt Exchange Offer to expire, in each case, with respect to the Dollar Fixed Term B-1 Loans on or before December 31, 2025, then the interest rate shall be the Initial Fixed Rate at all times thereafter; provided further that, if such first Permitted Debt Exchange is consummated after December 31, 2025, then the interest shall be the Maximum Fixed Rate at all times thereafter.
  • The Dollar Fixed Rate Term B-1 Loans shall be due and payable at maturity.
  • The Euro Term B-1 Loans will accrue interest at the Adjusted Eurodollar Rate (as defined in the Amended Credit Agreement and based on EURIBOR) plus 6.00 % per annum.
  • The Euro Term B-1 Loans will amortize at 5.0 % per annum, payable in equal quarterly installments beginning on June 30, 2025.
  • With respect to the Dollar Fixed Rate Term B-1 Loans, any optional prepayment or mandatory prepayment as a result of incurring refinancing debt on or prior to the fourth anniversary of the Amendment Effective Date will be subject to a prepayment premium equal to (i) if such prepayment is made prior to the second anniversary of the Amendment Effective Date, a make-whole amount constituting the applicable Initial Prepayment Premium (as defined in the Amended Credit Agreement), (ii) if such prepayment is made on or after the second anniversary of the Amendment Effective Date but prior to the third anniversary of the Amendment Effective Date, 5.625% of the principal amount of the Dollar Fixed Rate Term B-1 Loans prepaid and (iii) if such prepayment is made on or after the third anniversary of the Amendment Effective Date but prior to the fourth anniversary of the Amendment Effective Date, 2.813% of the principal amount of the Dollar Fixed Rate Term B-1 Loans prepaid.
  • With respect to the Euro Term B-1 Loans, any optional prepayment or mandatory prepayment as a result of incurring refinancing debt on or prior to the second anniversary of the Amendment Effective Date will be subject to a prepayment premium equal to (i) if such prepayment is made prior to the first anniversary of the Amendment Effective Date, a make-whole amount constituting the applicable Initial Prepayment Premium and (ii) if such prepayment is made on or after the first anniversary of the Amendment Effective Date but prior to the second anniversary of the Amendment Effective Date, 1.00 % of the principal amount of the Euro Term B-1 Loans prepaid.
  • Any prepayment of Term B-1 Loans in connection with a Permitted Debt Exchange shall not be subject to any prepayment premium.
  • The foregoing description of the Refinancing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Refinancing Amendment, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
  • Business Overview and Recent Developments In 1995, Mark Getty and Jonathan Klein co-founded the predecessor to Getty Images, Inc. in London.
  • In September 1997, Getty Communications, as it was called at the time, merged with PhotoDisc, Inc. to form Getty Images, Table of Conten ts Inc.
  • Legacy Getty was incorporated in Delaware on September 25, 2012, and in October of the same year, indirectly acquired Getty Images, Inc.
  • On July 22, 2022 (the “Closing Date”), the Company consummated the transactions in the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement” and the consummation of such transactions, the “Closing”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), the Company (at such time, named Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Domestication Merger Sub”), Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Legacy Getty”), and Griffey Investors, L.P., a Delaware limited partnership (the “Partnership”).
  • On the day prior to the Closing Date, the Company statutorily converted from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”).
  • On the Closing Date, CCNB merged with and into Domestication Merger Sub, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of the Company (the “Domestication Merger”).
  • Following the Domestication Merger on the Closing Date, G Merger Sub 1 merged with and into Legacy Getty, with Legacy Getty surviving the merger as an indirect wholly-owned subsidiary of the Company (the “First Getty Merger”).
  • Immediately after the First Getty Merger, Legacy Getty merged with and into G Merger Sub 2 with G Merger Sub 2 surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Second Getty Merger” and together with the First Getty Merger, the “Getty Mergers” and, together with the Statutory Conversion and the Domestication Merger, the “Business Combination”).
  • Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide.
  • For 30 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe.
  • Through Getty Images, iStock, and Unsplash, we off er a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 604 million visual assets available through its industry-leading sites.
  • New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.7 billion searches annually.
  • The Company has over 716,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.
  • In support of its content, Getty Images employs 110 staff photographers and videographers, and distributes the content of over 583,000 contributors and more than 350 premium content partners.
  • Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else.
  • Each year, we cover more than 160,000 global events across news, s port, and entertainment, providing a depth and breadth of coverage that is unmatched.
  • We distribute content and services offerings through three primary product lines: Table of Conten ts Creative Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel.
  • We have a global creative insights team dedicated to providing briefi ng and art direction to our exclusive contributor community.
  • Creative represents 58.9%, 63.1% and 63.2% of our revenue of which 56.0% , 52.2% 1 and 46.5% 1 is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively.
  • We invest in a dedicated editorial team that includes 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.
  • Editorial represents 36.8%, 35.0% and 35.2% of our revenue, of whic h 53.7%, 53.3% and 52.1% is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively.

and 1010 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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