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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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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) |
12/17/2025 (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
55,213,295.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 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
55,213,295.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 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
55,213,295.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 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. 5 to Schedule 13D ("Amendment No. 5") 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"), Amendment No. 3 filed with the SEC on November 22, 2024 ("Amendment No. 3"), and Amendment No. 4 filed with the SEC on October 31, 2025 ("Amendment No. 4" and, together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 5, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Class A common stock") 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. 5 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On December 17, 2025, NBOKS Master Fund commenced a pro-rata, in-kind distribution, for no consideration, of 15,428,050 shares of Class A common stock to its sole limited partners, who then distributed the shares, pro-rata, in-kind, and for no consideration, to certain of their limited partners who elected to participate in the distribution. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
The aggregate number of shares of Class A common stock to which this Schedule 13D relates is 55,213,295, representing approximately 13.3% of the Class A common stock outstanding, which are held directly by NBOKS Master Fund.
The percentage of beneficial ownership reported herein is based on an aggregate 415,860,181 shares of Class A common stock outstanding as of November 5, 2025, as set forth in the quarterly report on Form 10-Q filed by the Issuer on November 10, 2025. | |
| (b) | The Reporting Persons share with each other voting and dispositive power with respect to the 55,213,295 shares of Class A common stock reported as beneficially owned herein. | |
| (c) | The response to Item 4 of this Amendment No. 5 is incorporated by reference herein. In addition, on October 31, 2025, NBOKS Master Fund sold 3,470,917 shares of Class A common stock at a weighted-average price of $2.2732 per share in the open market through brokers. These shares were sold in multiple transactions at prices ranging from $1.97 to $2.75, 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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