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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Getty Images Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
374275105 (CUSIP Number) |
Corey Issing ESQ 1290 Avenue of the Americas, New York, NY, 10104 646-497-4798 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 374275105 |
| 1 |
Name of reporting person
Neuberger Berman Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
74,112,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| CUSIP No. | 374275105 |
| 1 |
Name of reporting person
Neuberger Berman Investment Advisers Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
74,112,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
|
| CUSIP No. | 374275105 |
| 1 |
Name of reporting person
Neuberger Berman Investment Advisers LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
74,112,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| 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 Ave S., Suite 400, Seattle,
WASHINGTON
, 98104. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on August 1, 2022, as amended and supplemented by Amendment No. 1 filed with the SEC on September 20, 2022 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on April 26, 2023 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on November 22, 2024 ("Amendment No. 3" and, together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Securities") of Getty Images Holdings, Inc., a Delaware corporation (the "Issuer"), having its principal place of business at 605 5th Ave S., Suite 400, Seattle, WA 98104. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended to restate the information required by instruction C to Schedule 13D as follows:
The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.
Neuberger Berman Group LLC
Directors-
Joseph Amato
Sharon Bowen
Robert D'Alelio
Michele Docharty
Steven Kandarian
George Walker
Richard Worley
Executive Officers-
George Walker, Chief Executive Officer
Joseph Amato, President
Andrew Komaroff, Executive Vice President and Chief Operating Officer
Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary
Anne Brennan, Executive Vice President and Chief Financial Officer
Michael Chinni, Treasurer
Leo Anthony Viola, Controller
Neuberger Berman Investment Advisers LLC
Directors-
Joseph Amato
Ashok Bhatia
Kenneth deRegt
Douglas Kramer
Stephen Wright
Executive Officers-
Joseph Amato, President - Equities and Chief Investment Officer - Equities
Ashok Bhatia, President - Fixed Income and Chief Investment Officer - Fixed Income
Kenneth deRegt, Chief Operating Officer - Fixed Income and Managing Director
Paul Lanks - Chief Operating Officer - PWM
Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director
Brian Kerrane, Head of Mutual Fund Administration and Managing Director
Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director
Michael Chinni, Treasurer
Leo Anthony Viola, Controller | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On October 28, 2025, NBOKS Master Fund notified its underlying limited partners 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 Securities 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 NBIA. NBIA is also selling and may continue to sell the Securities held by the NBOKS Master Fund in the meantime. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
The aggregate number of Securities to which this Schedule 13D relates is 74,112,262, representing approximately 17.9% of the Securities outstanding, which are held directly by NBOKS Master Fund as of October 30, 2025.
The percentage of beneficial ownership reported herein is based on an aggregate 414,811,306 Securities outstanding, as set forth in quarterly report on Form 10-Q filed by the Issuer on August 11, 2025. | |
| (b) | As of October 30, 2025, the Reporting Persons share with each other voting and dispositive power with respect to the 74,112,262 Securities reported as beneficially owned herein. | |
| (c) | On October 29, 2025, NBOKS Master Fund sold 63,000 Securities at a price of $2.0786 per share in the open market through brokers. The price reported herein reflects a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.04 to $2.125, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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