gety-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

GETTY IMAGES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

001-41453

(Commission

File Number)

87-3764229

(I.R.S. Employer

Identification Number)

605 5th Ave S. Suite 400

Seattle, WA 98104

(Address of principal executive offices) (Zip Code)

(206) 925-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

GETY

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 7, 2026, 418,959,244 shares of Class A common stock, par value $0.0001 per share, of Getty Images Holdings, Inc. were issued and outstanding.

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GETTY IMAGES HOLDINGS, INC.

Form 10-Q
For the Quarter Ended March 31, 2026
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		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	3

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 6 and 2025	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 5.	Other Information	35

Item 6.	Exhibits	35

SIGNATURES		36

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)
(Unaudited)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	96,634	$	90,183
Restricted cash	640,656		635,124
Accounts receivable – net of allowance of $5,366 and $5,338, respectively	190,522		208,468
Prepaid expenses	21,711		20,786
Insurance recovery receivable	33,711		34,954
Taxes receivable	10,402		10,342
Other current assets	9,013		11,526
Total current assets	1,002,649		1,011,383
Property and equipment, net	179,557		184,189
Operating lease right-of-use assets	21,838		24,262
Goodwill	1,514,615		1,516,265
Intangible assets, net of accumulated amortization	409,297		414,699
Deferred income taxes, net	57,879		57,977
Other assets	31,490		31,513
Total assets	$	3,217,325	$	3,240,288

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	107,315	$	114,231
Accrued expenses	93,541		89,854
Short-term debt, net	701,816		696,474
Income taxes payable	14,858		13,772
Litigation reserves	208,372		205,324
Deferred revenue	199,089		188,338
Total current liabilities	1,324,991		1,307,993
Long-term debt, net	1,251,399		1,270,888
Lease liabilities	22,300		23,553
Deferred income taxes, net	7,838		14,217
Uncertain tax positions	21,468		21,122
Other long-term liabilities	2,716		1,889
Total liabilities	2,630,712		2,639,662
Commitments & contingencies (Note 11)

Stockholders’ equity:

Class A common stock, $0.0001 par value: 2.0 billion shares authorized; 419.0 million shares issued and outstanding as of March 31, 2026 and 417.2 million shares issued and outstanding as of December 31, 2025	42		42
Additional paid-in capital	2,043,226		2,039,751
Accumulated deficit	(1,433,669)		(1,429,605)
Accumulated other comprehensive loss	(70,700)		(57,646)
Total Getty Images Holdings, Inc. stockholders’ equity	538,899		552,542
Non-controlling interest	47,714		48,084
Total stockholders’ equity	586,613		600,626
Total liabilities and stockholders’ equity	$	3,217,325	$	3,240,288

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue	$	226,574	$	224,077

Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)	$	66,168	$	60,209
Selling, general and administrative expenses	102,187		98,268
Depreciation	16,073		14,947
Amortization	586		566
Loss on litigation	5,123		4,343

Other operating expenses – net	4,882		18,402
Total operating expenses	195,019		196,735
Income from operations	31,555		27,342

Other (expense) income, net:
Interest expense	(54,174)		(32,675)

Foreign exchange gain (loss) – net	14,773		(25,078)
Loss on extinguishment of debt	—		(5,474)

Other non-operating income (expense) – net	6,007		(2,094)
Total other expense – net	(33,394)		(65,321)
Loss before income taxes	(1,839)		(37,979)
Income tax expense	(2,595)		(64,593)

Net loss	(4,434)		(102,572)
Less:
Net income attributable to non-controlling interest	(370)		—


Net loss attributable to Getty Images Holdings, Inc.	$	(4,064)	$	(102,572)

Net loss per share attributable to Class A Getty Images Holdings, Inc. common stockholders:
Basic	$	(0.01)	$	(0.25)
Diluted	$	(0.01)	$	(0.25)

Weighted-average Class A common shares outstanding:
Basic	417,539,058		412,472,878
Diluted	417,539,058		412,472,878

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net loss	$	(4,434)	$	(102,572)
Other comprehensive (loss) income:
Net foreign currency translation adjustment (losses) gains	(13,054)		20,350
Comprehensive loss	(17,488)		(82,222)
Less: Comprehensive gain attributable to noncontrolling interest	(370)		—
Comprehensive loss attributable to Getty Images Holdings, Inc.	$	(17,118)	$	(82,222)

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)


	Class A Common Stock			Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Getty Images Holdings, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2025	417,214,604	$	42		$	2,039,751	$	(1,429,605)	$	(57,646)	$	552,542	$	48,084	$	600,626
Net loss	—	—			—		(4,064)		—		(4,064)		(370)		(4,434)
Net foreign currency translation adjustment losses in comprehensive income	—	—			—		—		(13,054)		(13,054)		—		(13,054)
Issuance of common stock in connection with equity-based compensation arrangements	1,779,229	—			—		—		—		—		—		—
Common shares withheld for settlement of taxes in connection with equity-based compensation	(34,589)	—			(28)		—		—		(28)		—		(28)
Equity-based compensation activity	—	—			3,503		—		—		3,503		—		3,503
Balance at March 31, 2026	418,959,244	$	42		$	2,043,226	$	(1,433,669)	$	(70,700)	$	538,899	$	47,714	$	586,613


	Class A Common Stock			Additional Paid-In Capital	Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Getty Images Holdings, Inc. Stockholders’ Equity		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	412,270,402	$	41		$	2,017,407	$	(1,223,482)	$	(123,770)	$	670,196	$	48,144	$	718,340
Net loss	—	—			—		(102,572)		—		(102,572)		—		(102,572)
Net foreign currency translation adjustment gains in comprehensive income	—	—			—		—		20,350		20,350		—		20,350
Issuance of common stock in connection with equity-based compensation arrangements	1,146,766	—			—		—		—		—		—		—
Equity-based compensation activity	—	—			4,978		—		—		4,978		—		4,978
Balance at March 31, 2025	413,417,168	$	41		$	2,022,385	$	(1,326,054)	$	(103,420)	$	592,952	$	48,144	$	641,096

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,434)	$	(102,572)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	16,659		15,513
Foreign currency (gain) losses on foreign denominated debt	(9,492)		18,330
Equity-based compensation	3,371		4,525
Debt extinguishment	—		5,474
Deferred income taxes – net	(7,237)		54,827
Uncertain tax positions	346		502

Amortization of debt issuance costs	1,927		1,923
Non-cash operating lease costs	2,849		2,773
Other	480		3,145
Changes in assets and liabilities:
Accounts receivable	16,855		(6,373)
Accounts payable	(66)		6,075
Accrued expenses	(19,482)		(4,719)
Insurance recovery receivable	1,243		5,000
Litigation reserves	3,048		1,501
Lease liabilities, non-current	(3,370)		(3,265)
Income taxes receivable/payable	(1,187)		6,683
Interest payable	25,998		(7,316)
Deferred revenue	13,220		13,167
Other	(696)		191
Net cash provided by operating activities	40,032		15,384

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(16,063)		(15,706)
Net cash used in investing activities	(16,063)		(15,706)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt	—		1,040,872
Debt refinancing costs	(876)		(35,343)
Payment of debt	(6,504)		(1,018,076)


Payment of taxes associated with equity-based compensation	(28)		—
Net cash used in financing activities	(7,408)		(12,547)

Effects of exchange rates fluctuations	(4,578)		6,238
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	11,983		(6,631)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – Beginning of period	725,307		125,304
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – End of period	$	737,290	$	118,673

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	26,277	$	38,192
Income taxes paid, including foreign taxes withheld	$	7,100	$	4,500

See notes to unaudited condensed consolidated financial statements.

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GETTY IMAGES HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Description of the Company and Basis of Presentation

Description of the Company

Getty Images Holdings, Inc. (the “Company” or “Getty Images”) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of customers around the globe, no matter their size. Through Getty Images, iStock, and Unsplash brands, websites, and APIs, the Company serves customers in almost every country in the world and is one of the first places people turn to discover, purchase, and share powerful visual content from the world’s best photographers and videographers. The Company brings content to media outlets, advertising agencies, and corporations and also serves individual creators and prosumers.

Merger Agreement with Shutterstock

On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock, Inc. (“Shutterstock”) (such transaction referred to herein as the “Merger”). Subject to terms and conditions in the Merger Agreement, the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of common stock of Shutterstock will be:

•An amount in cash equal to the product of $9.50 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Cash Amount”); and

•A number of shares of Getty Images common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Stock Amount”).

Each of the Total Cash Amount and the Total Stock Amount will be fixed as of immediately prior to closing of the Merger. Therefore, cash elections will be subject to proration if cash elections are oversubscribed and stock elections will be subject to proration if stock elections are oversubscribed. Each holder of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder:

•Cash consideration of $9.50 and 9.17 shares of Getty Images common stock;

•Cash consideration of $28.8487; or

•13.67237 shares of Getty Images common stock.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, and other customary closing conditions.

The Company expensed $3.2 million of legal, accounting, and other direct costs related to this proposed Merger during the three months ended March 31, 2026 and $18.0 million in the three months ended March 31, 2025. These costs are included in “Other operating expenses - net” in the Condensed Consolidated Statements of Operations.

On February 23, 2026, Getty Images and Shutterstock announced that they had received notice that the DOJ had concluded its review of the proposed merger and the applicable waiting period under the Hart-Scott-Rodino Act had expired, without conditions.

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 were offered. On November 3, 2025, the Company received notice that the CMA had 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 (“Interim Report”) 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

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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. On March 12, 2026, Getty Images and Shutterstock responded to the Interim Report. On April 16, 2026, the CMA issued a provisional decision with respect to the appropriate remedy to address the competition concerns provisionally identified in the Interim Report. 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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Getty Images have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026 (the “2025 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any future period or the entire year.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 - Summary of Significant Accounting Policies

Cash, Cash Equivalents and Restricted Cash

The following represents the Company’s cash, cash equivalents and restricted cash as of March 31, 2026 and December 31, 2025 (in thousands):


	As of March 31, 2026		As of December 31, 2025
Cash and cash equivalents	$	96,634	$	90,183
Restricted cash	640,656		635,124
Total cash, cash equivalents and restricted cash	$	737,290	$	725,307

In connection with the issuance of the 10.500% Senior Secured Notes, the Company deposited the gross proceeds into an escrow account. These amounts are restricted and may be released only upon satisfaction of specified conditions, including the consummation of the proposed Merger with Shutterstock. If the Merger is not consummated, the funds will be released or otherwise applied in accordance with the terms of the related agreements.

The Company also maintains smaller amounts of restricted cash as collateral for certain corporate obligations.

There have been no changes to the significant accounting policies described in the 2025 Form 10-K that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless

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otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption.

Note 3 - Revenue

Revenue is derived from licensing rights to use images, video footage, music delivered digitally online and data. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content. The Company also generates revenue by providing customers with access to its data and content for machine learning and generative artificial intelligence model training uses.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. To achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied.

For digital content licenses, the Company recognizes revenue on its capped subscription-based, credit-based sales, single image and data access and/or licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred.

Revenue associated with hosted software services is recognized ratably over the term of the license.

Disaggregation of Revenue

The following provides information about disaggregated revenue by major product line, primary geographic market, and timing of revenue recognition.

Revenue by major product:


	Three Months Ended March 31,
(In thousands)	2026		2025
Creative	$	126,249	$	132,175
Editorial	91,690		82,617
Other	8,635		9,285
Total Revenue	$	226,574	$	224,077

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Revenue by region:


	Three Months Ended March 31,
(In thousands)	2026		2025
Americas	$	134,456	$	131,524
Europe, the Middle East, and Africa	70,494		68,727
Asia-Pacific	21,624		23,826
Total Revenue	$	226,574	$	224,077

The March 31, 2026 deferred revenue balance will be earned as content is downloaded, services are provided, or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months.

During the three months ended March 31, 2026, the Company recognized revenue of $81.4 million that had been included in deferred revenue as of January 1, 2026.

Note 4 - Fair Value of Financial Instruments

The Company’s financial instruments consist of cash equivalents and debt. Assets and liabilities measured at fair value on a recurring basis (cash equivalents) and a nonrecurring basis (debts) are categorized in the tables below.

The fair value of the Company’s money market funds is based on quoted active market prices and is determined using the market approach. The fair value of the Company’s debt is based on market quotes provided by a third-party pricing source.

The following tables summarize the Company’s financial instruments by level in the fair value hierarchy as of March 31, 2026:

Fair Value Measurements at March 31, 2026

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(In thousands)

(Level 1)

(Level 2)

(Level 3)

Total

Assets:

Money market funds (cash equivalents)

674,400

—

SEC Form 10-Q filed by Getty Images Holdings Inc.