Getty Images Holdings, Inc.

On October 12, 2026, the Company and certain of its subsidiaries (collectively with the Company, the “Company Parties”) entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, including the restructuring term sheet attached as Exhibit A thereto (the “Restructuring Term Sheet”), the “RSA”) with: (i) certain holders of, or investment advisors, sub-advisors or managers of funds or accounts that hold claims (the “Secured Funded Debt Claims”) in respect of the Company’s U.S. dollar-denominated term loans (the “USD Term Loans”) and euro-denominated term loans (the “EUR Term Loans” and, together with the USD Term Loans, the “Term Loans”) under the Credit Agreement, dated as of February 19, 2019 (as amended and restated from time to time, the “Credit Agreement”), among certain of the Company Parties, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto, and the 11.250% Senior Secured Notes due 2030 issued by Getty Images, Inc. (the “Secured Notes”) (such holders, the “Consenting Secured Lenders”); (ii) certain holders of claims in respect of revolving loans under the Credit Agreement (the “Revolving Loans”) (such holders, the “Consenting RCF Lenders”); (iii) certain holders of claims (the “Unsecured Notes Claims”) in respect of the 14.000% Senior Notes due 2028 and the 9.750% Senior Notes due 2027, each issued by Getty Images, Inc. (together, the “Unsecured Notes”) (such holders, the “Consenting Unsecured Noteholders” and, together with the Consenting Secured Lenders and the Consenting RCF Lenders, the “Consenting Creditors”); and (iv) certain holders of equity interests in the Company, including the Company’s Class A common stock (the “Common Stock”) (such holders, the “Consenting Shareholders” and, together with the Consenting Creditors, the “Consenting Stakeholders”).

The RSA was unanimously approved by the unconflicted members of the Board of Directors of the Company (the “Board”) following the recommendation of the independent special committee of the Board. As of the date of the RSA, the Consenting Stakeholders hold, in the aggregate, approximately 89% of the outstanding principal amount of the Secured Funded Debt Claims, 100% of the outstanding principal amount of the Revolving Loans and approximately 83.5% of the outstanding principal amount of the Unsecured Notes (excluding any Unsecured Notes held by the Consenting Shareholders or their affiliates).

Under the RSA, the Consenting Stakeholders have agreed, among other things and subject to the terms and conditions of the RSA, to support the comprehensive recapitalization of the Company Parties (the “Restructuring Transactions”), including by timely voting their claims and interests entitled to vote to accept the prepackaged chapter 11 plan of reorganization (the “Plan”), and not to object to, delay or interfere with the Restructuring Transactions or support any alternative restructuring proposal. The Company Parties have agreed, among other things, to support and take all steps reasonably necessary to consummate the Restructuring Transactions and to comply with the Milestones (as defined below). The RSA also contains other covenants customary for agreements of this type.

The RSA includes a customary “fiduciary out” that permits the Company Parties and their governing bodies to take or refrain from taking any action, including to consider and respond to alternative restructuring proposals, to the extent required by their fiduciary duties or applicable law, subject to certain notice obligations.

Milestones

The RSA requires the Company Parties to implement the Restructuring Transactions in accordance with certain milestones (the “Milestones”), including that:

Each Milestone is subject to bankruptcy court availability and may be extended or waived with the consent of the requisite Consenting Stakeholders. The Milestone for the Restructuring Effective Date may also be extended by up to an additional 30 calendar days with the consent of each Consenting Shareholder if all conditions to the Restructuring Effective Date have been satisfied other than the receipt of required regulatory or other governmental approvals and conditions to be satisfied on the Restructuring Effective Date. No Milestone may be extended beyond the termination date under the Financing without the consent of the lenders under the Financing.

Financing and New Equity Investment

The RSA contemplates a debtor-in-possession multi-draw term loan financing facility to be provided by certain Consenting Shareholders (the “Financing”) in an aggregate principal amount of up to $143,000,000, consisting of (i) $113,000,000 of term loans, of which $85,000,000 would be available upon interim court approval and $28,000,000 would be available upon final court approval, and (ii) $30,000,000 of delayed-draw term loans (the “Delayed-Draw Term Loans”) available upon interim court approval. On the effective date of the Plan (the “Restructuring Effective Date”), the Consenting Shareholders will make a cash equity investment in the parent of the reorganized Company Parties on and after the Restructuring Effective Date, which may be a newly formed entity or the reorganized Company (“New Getty Images”), in an aggregate amount of $433,212,922.50, less the principal amount of the term loans under the Financing (other than any Delayed-Draw Term Loans) outstanding as of the Restructuring Effective Date, in exchange for new equity interests in New Getty Images (the “New Interests”), and will effectuate an equitization commitment, in each case subject to the terms and conditions of the Equity Commitment Letter (the “ECL”) between the Consenting Shareholders (or their affiliates) and the Company Parties. Any Delayed-Draw Term Loans outstanding on the Restructuring Effective Date will be converted into new preferred interests in New Getty Images (the “New Preferred Interests”) and will not reduce the New Equity Investment. The reorganized Company Parties will, subject to approval by the new board of New Getty Images, redeem the New Preferred Interests for an amount equal to the principal amount of such Delayed-Draw Term Loans (without giving effect to any interest or fees paid in kind).

Summary of the Restructuring Transactions and Economic Recovery for Certain Holders

The Restructuring Term Sheet contemplates that, on the Restructuring Effective Date, among other things:

Certain other holders and creditors will receive treatment as detailed in the RSA and Restructuring Term Sheet.

Termination

The RSA may be terminated by the Company Parties or by the requisite Consenting Stakeholders (or, in certain cases, by individual Consenting Stakeholders as to themselves) upon the occurrence of certain events customary for agreements of this type, including uncured material breaches, the failure to achieve any Milestone, the exercise of the Company Parties’ fiduciary out, the entry of orders enjoining the Restructuring Transactions, the denial of confirmation of the Plan and, as to any individual Consenting Stakeholder, the failure of the Restructuring Effective Date to occur by an outside date of 150 days after the effective date of the RSA. In addition, the RSA includes termination rights specific to the Restructuring Transactions, including that: (i) the requisite Consenting Creditors may terminate the RSA as to their applicable group if the RSA is terminated by any other group of Consenting Creditors or by any Consenting Shareholder; (ii) the RSA may be terminated upon the termination of the ECL or the occurrence of an uncured event of default under, or the termination of, the Financing; (iii) each Consenting Shareholder may terminate the RSA as to itself if the RSA or any definitive document is amended or waived without the Consenting Shareholders’ consent in a manner that adversely changes the economic terms of the Restructuring Transactions as to such Consenting Shareholder or adversely affects the release, exculpation, injunction, indemnification, insurance or tax provisions relating to the Consenting Shareholders; (iv) the RSA may be terminated if any definitive document affects the certain Restated Option Agreement, dated as of February 9, 1998, by and among Getty Investments L.L.C., Getty Images, Inc. and Getty Communications PLC (as amended, the “Trademark Option Agreement”) (other than its assumption) or if the bankruptcy court enters an order rejecting or impairing the enforcement of rights under the Trademark Option Agreement, and (v) the RSA may be terminated if the Plan is filed or confirmed without the contemplated releases, exculpation and injunction. The RSA will terminate automatically upon the Restructuring Effective Date.

The foregoing descriptions of the RSA, the Financing and the ECL do not purport to be complete and are qualified in their entirety by reference to the full text of the RSA (including the Restructuring Term Sheet, the Financing term sheet and the ECL and other exhibits thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The RSA contains representations, warranties and covenants made by the parties thereto solely for the benefit of such parties, which may be subject to limitations agreed upon by the parties and to standards of materiality that differ from those applicable to investors. Investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.

Item 7.01. Regulation FD Disclosure.