Getty Images Holdings, Inc.

Previous wording

•the risk that any prolonged strike by, or lockout of, one or more of the unions that provide personnel essential to the production of films or television programs, such as the 2023 strike by the writers’ union and the actors’ unions and including its lingering effects, could further impact our entertainment business;

Current wording

•the risk that any prolonged strike by, or lockout of, one or more of the unions that provide personnel essential to the production of films or television programs, such as the 2023 strike by the writers’ union and the actors’ unions and including its lingering effects, could impact our entertainment business;

Previous wording

•the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, trade wars and restrictions, devaluation, the impact of recent bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business;

Current wording

•the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, trade wars and restrictions, tariffs, devaluation, the impact of bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business;

Previous wording

•our inability to pay dividends for the foreseeable future;

Current wording

•our potential inability to pay dividends for the foreseeable future;

Previous wording

Following the close of the transaction, based on the common shares outstanding as of April 25, 2025, Getty Images stockholders will own approximately 53.0% and Shutterstock stockholders will own approximately 47.0% 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

Current wording

Following the close of the transaction, based on the common shares outstanding as of April 25, 2025, Getty Images stockholders will own approximately 53.0% and Shutterstock stockholders will own approximately 47.0% 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.

Previous wording

Through March 31, 2025, Getty Images has expensed$18.0 million of legal, accounting, and other direct costs related to this proposed Merger in “Other operating expenses (income) – net” in the Condensed Consolidated Statements of Operations.

Current wording

During the three and six months ended June 30, 2025, Getty Images has expensed $14.4 million and $32.4 million of legal, accoun ting, and other direct costs related to this proposed Merger in “Other operating expenses (income) – net” in the Condensed Consolidated Statements of Operations, respectively.

Previous wording

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 “New 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 “New EUR Term Loans” and together with the New USD Term Loans, the “New Term Loans”).

Current wording

On February 21, 2025 (the“Amended 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 “New USD

Previous wording

The 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 and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million. The proceeds of the New 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 7 - Debt” for additional discussion on our debt refinancing.

Current wording

The proceeds of the New 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 7 - Debt” for additional discussion on our debt refinancing.

Previous wording

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. With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.

Current wording

For over 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. With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.

Previous wording

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 615 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 12 million new assets added each quarter and over 2.7 billion searches annually. The Company has over 708,000 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.

Current wording

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 625 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 707,000 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.

Previous wording

In support of its content, Getty Images employs over 115 staff photographers and videographers and distributes the content of over 600,000 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, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.

Current wording

In support of its content, Getty Images employs over 115 staff photographers and videographers and distributes the content of almost 600,000 contributors and more than 355 premium content partners. Over 82,000 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, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.

Previous wording

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. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 59.0% and 62.5% of our revenue, of which 59.2% and 55.1%1 is generated through our annual subscription products for the three months ended March 31, 2025, and 2024, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.

Current wording

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. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 57.3% and 61.3% of our revenue, of which 59.2% and 55.2% is generated through our annual subscription products for the six months ended June 30, 2025, and 2024, respectively. Annual Subscription products include products and subscriptions for 12 months or longer, Unsplash API, and Custom Content.

Previous wording

Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 36.9% and 35.7% of our revenue, of which 57.7% and 54.6% is generated through our annual subscription products for the three months ended March 31, 2025, and 2024, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Current wording

Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally, with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 37.2% and 36.1% of our revenue, of which 54.7% and 52.6% is generated through our annual subscription products for the six months ended June 30, 2025, and 2024, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Previous wording

Other represents 4.1% and 1.8% of our revenue for the three months ended March 31, 2025 and 2024, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing.

Current wording

Other represents 5.4% and 2.6% of our revenue for the six months ended June 30, 2025 and 2024, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales.

Previous wording

iStock.com is our budget-conscious e-commerce offering our customers access to creative stills and video, which includes exclusive content. This site primarily serves small and medium-sized businesses, including the growing freelance market. Customers can purchase on an ALC basis or through a range of monthly and annual subscription options with access to an extensive amount of unique and exclusive content.

Current wording

iStock.com is our budget-conscious e-commerce offering providing our customers access to creative stills and video, including exclusive content. This site primarily serves small and medium-sized businesses, including the growing freelance market. Customers can purchase on an ALC basis or through a range of monthly and annual subscription options with access to an extensive amount of unique and exclusive content.

Previous wording

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 88 million image downloads every month.

Current wording

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 85 million image downloads every month.

Previous wording

In addition to licensing imagery and video, we generate revenue from custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales, data access and/or licensing and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

Current wording

In addition to licensing imagery and video, we generate revenue from data access and/or licensing, custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

Previous wording

A significant portion of the business has transitioned to a subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 57% of total revenue for the three months ended March 31, 2025, and we continue to focus on growing subscription revenue.

Current wording

A significant portion of the business has transitioned to a subscription model with strong revenue retention characteristics. Annual subscriptions now comprise approximately 55% of total revenue for the six months ended June 30, 2025, and we continue to focus on growing subscription revenue.

Previous wording

The ownership rights to the majority of the content we license are retained by the owners, and licensing rights are provided to us by a large network of content contributors and content partners. When we license content entrusted to us by content suppliers, we pay royalties to them at varying rates depending on the license model and the use of that content that our customers select. Suppliers who choose to work with us under contract typically receive royalties of 20% to 50% of the total license fee we charge customers, depending on the basis on which their content is licensed by our customers. Contributors will be compensated for any inclusion of their content in AI data training sets and, in certain cases, share in the revenue generated by AI tools and services trained with their content. We also own the copyright to certain content in our collections (“wholly-owned content”), including content produced by our staff photographers for our editorial product, for which we do not pay any third-party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content. Cost of revenue consists primarily of royalties owed to content contributors, comprised of photographers, filmmakers, third-party companies that license their collection of content through us (“Content Partners”) and third party music content providers.

Current wording

The ownership rights to the majority of the content we license are retained by the owners, and licensing rights are provided to us by a large network of content contributors and content partners. When we license content entrusted to us by content suppliers, we pay royalties to them at varying rates depending on the license model and the use of that content that our customers select. Suppliers who choose to work with us under contract typically receive royalties of 20% to 50% of the total license fee we charge customers, depending on the basis on which their content is licensed by our customers. Contributors are compensated for any inclusion of their content in AI data training sets and may share in the revenue generated by AI tools and services trained with their content. We also own the copyright to certain content in our collections (“wholly-owned content”), including content produced by our staff photographers for our editorial product, for which we do not pay any third-party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content. Cost of revenue consists primarily of royalties owed to content contributors, comprised of photographers, filmmakers, third-party companies that license their collection of content through us (“Content Partners”) and third-party music content provider.

Previous wording

Going forward, we expect cost of revenue to trend higher in absolute dollars as we continue growing our revenue. We expect our cost of revenue as a percentage of revenue to vary modestly based on changes in revenue mix by product, as royalty rates vary depending on license model and use of content.

Current wording

Going forward, we expect the cost of revenue to trend higher in absolute dollars as we continue growing our revenue. We expect our cost of revenue as a percentage of revenue to vary modestly based on changes in revenue mix by product, as royalty rates vary depending on license model and use of content.

Previous wording

Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative AI technologies. In addition, our financial condition and results of operation will continue to be affected by factors that affect internet commerce companies and by general deterioration in macroeconomic factors that could continue to increase the risks of lower consumer spending, other business interruptions, the global and economic uncertainty caused by, among other things, any lingering effects of the Hollywood actors and writers strike and public health crisis, the military conflicts between Russia and Ukraine and in the Middle East, tariffs or trade restrictions imposed by the U.S. and other countries, changes in political climate, and high interest rates, currency fluctuations, high inflation and labor shortages.

Current wording

Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative AI technologies. In addition, our financial condition and results of operation will continue to be affected by factors that affect internet commerce companies and by general deterioration in macroeconomic factors that could continue to increase the risks of lower consumer spending, other business interruptions, the global and economic uncertainty caused by, among other things, any lingering effects of the Hollywood actors and writers strike, the military conflicts between Russia and Ukraine and in the Middle East, tariffs or trade restrictions imposed by the U.S. and other countries, changes in political climate, and high interest rates, currency fluctuations, high inflation and labor shortages.

Previous wording

Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment gains of $20.4 million during the three months ended March 31, 2025 and net foreign currency translation adjustment losses of $15.6 million during the three months ended March 31, 2024.

Current wording

Assets and liabilities for subsidiaries with functional currencies other than the U.S. dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment gains of $68.1 million during the six months ended June 30, 2025 and net foreign currency translation adjustment lossesof $18.4 million during the six months ended June 30, 2024.

Previous wording

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange (loss) gain – net” in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2025, the Company recognized net unrealized foreign currency transaction losses of $25.1 million. For the three months ended March 31, 2024, the Company recognized net unrealized foreign currency transaction gains of $16.4 million.

Current wording

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange (loss) gain – net” in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2025, the Company recognized net foreign currency transaction losses of $79.8 million. For the six months ended June 30, 2024, the Company recognized net foreign currency transaction gains of $18.9 million.

Previous wording

For the three months ended March 31, 2025, total revenue on a reported basis was $224.1 million as compared to $222.3 million for the three months ended March 31, 2024. On a reported basis, revenue increased by 0.8% (2.6% CN) for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2025, total revenue on a reported basis was $234.9 million as compared to $229.1 million for the three months ended June 30, 2024. On a reported basis, revenue increased by 2.5% (1.8% CN) for the three months ended June 30, 2025.

Previous wording

Creative revenue decreased on a reported basis 4.8% (3.0% CN) to $132.2 million for the three months ended March 31, 2025, compared to $138.8 million for the three months ended March 31, 2024. The decrease of $6.7 million for the three months ended March 31, 2025 was driven by declines in our ALC credit sales and ultra packs, ALC Premium RF stills and video and iStock monthly subscriptions (decreased $6.6 million). These declines were largely driven by reduced revenue from Agency customers, which are accounted for entirely within Creative revenue and purchase mainly on an ALC basis. Declines were also seen from our Unsplash advertising business largely driven by an agreement that was signed in the prior year period (decreased $1.8 million). Additionally, we saw offsetting increases in Creative subscriptions (increased $1.8 million).

Current wording

Creative revenue decreased on a reported basis 5.1% (5.7% CN) to $130.8 million for the three months ended June 30, 2025, compared to $137.9 million for the three months ended June 30, 2024. The decrease of $7.1 million for the three months ended June 30, 2025 was driven by declines in our ALC credit sales and ultra packs, ALC Premium RF stills and video and iStock monthly subscriptions (decreased $6.1 million in the aggregate). The declines were largely driven by reduced revenue from Agency customers, which are accounted for entirely within Creative revenue and purchase mainly on an ALC basis. Declines were also seen from our Unsplash assignments and advertising business largely driven by a one-time project in the prior year period (decreased $2.0 million). Additionally, we saw offsetting increases in Creative subscriptions (increased $1.1 million).

Previous wording

Editorial revenue increased on a reported basis by $3.2 million, or 4.0%, to $82.6 million, and 5.6% on a currency-neutral basis. The increase was driven by Editorial subscriptions (increased $4.3 million), offset by Editorial ALC (decreased $1.1 million).

Current wording

Editorial revenue increased on a reported basis by $4.7 million, or 5.6%, to $88.3 million, and 4.6% on a currency-neutral basis. The increase was driven by Editorial subscriptions (increased $3.5 million) and assignments (increased $2.2 million), offset by

Previous wording

Overall, these product net increases were driven by double-digit growth in Sport and News, offset by a decrease in Entertainment due to the Los Angeles wildfires, which led to event cancellations and lower production activity.

Current wording

Editorial ALC (decreased $1.0 million). Overall, these product net increases were driven by growth in Sport and News, offset by a slight decrease in Entertainment.

Previous wording

Other revenue increased on a reported basis by $5.3 million, or 131.7%, to $9.3 million for the three months ended March 31, 2025, compared to $4.0 million for the three months ended March 31, 2024. On a currency-neutral basis, other revenue increased 135.5% compared to the same period in 2024. The increase was primarily driven by data access and new licensing agreements.

Current wording

Other revenue increased on a reported basis by $8.1 million, or 106.1%, to $15.7 million for the three months ended June 30, 2025, compared to $7.6 million for the three months ended June 30, 2024. On a currency-neutral basis, other revenue increased 105.5% compared to the same period in 2024. The increase was primarily driven by new data access and licensing agreements.

Previous wording

Cost of revenue for the three months ended March 31, 2025 was $60.2 million compared to $60.3 million in the same prior year period. As a percentage of total revenue, cost of revenue was 26.9% and 27.1% for the three months ended March 31, 2025 and March 31, 2024, respectively. Any changes in cost of revenue as a percentage of revenue compared to a prior period is due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Current wording

Cost of revenue for the three months ended June 30, 2025 was $65.6 million compared to$63.1 million in the same prior year period. As a percentage of total revenue, cost of revenue was 27.9% and 27.5% for the three months ended June 30, 2025 and June 30, 2024, respectively. Any changes in cost of revenue as a percentage of revenue compared to a prior period is due primarily to revenue mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

Previous wording

Reported SG&A expense decreased by$2.7 million or 2.7% (decreased 1.4% CN) for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. SG&A fluctuations from the prior period include the following:

Current wording

Reported SG&A increased by $3.8 million or 3.8% (increased 3.2% CN) for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. SG&A fluctuations from the prior period include the following:

Previous wording

•increase of $1.4 million related to professional fees for the three months ended March 31, 2025, primarily related to legal fees incurred for several of our ongoing AI litigation case.

Current wording

•increase of $6.5 million related to professional fees for the three months ended June 30, 2025, primarily related to legal fees incurred for our ongoing AI litigation cases and higher audit related fees due to our public company requirements.

Previous wording

For the three months ended March 31, 2025, amortization expense was $0.6 million, which was relatively flat compared to $0.5 million for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, amortization expense was$0.6 million, which was flat compared to $0.6 million for the three months ended June 30, 2024.

Previous wording

For the three months ended March 31, 2025, the Company recognized loss on litigation of $4.3 million compared to $2.0 million for the three months ended March 31, 2024. The loss on litigation consists of the interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.

Current wording

For the three months ended June 30, 2025, the Company recognized loss on litigation of$2.0 million compared to $2.8 million for the three months ended June 30, 2024. The loss on litigation consists of the interest on the summary judgment, legal fees, and amortization of fees related to appeal bond. The Company will continue to see these expenses as we navigate through the appeal of the judgment in the actions captioned by Alta Partners, LLC. V Getty Images Holdings, Inc., Case No. 1:22-cv-08916 and CRCM Institutional Master Fund (BVI) LTD. et al v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074, and incur legal fees related to the additional warrant cases.

Previous wording

We recognized $2.1 million other non-operating expense, net for the three months ended March 31, 2025 compared to $1.5 million for the three months March 31, 2024. The decrease of $3.6 million was primarily due to costs related to debt refinancing expenses and lower interest income, driven by a decrease in U.S. interest rates.

Current wording

We recognized $1.9 million of other non-operating expense, net for the three months ended June 30, 2025 compared to $1.2 millionof other non-operating income for the three months June 30, 2024. The change of $3.1 million was primarily due to costs related to the Permitted Debt Exchange of $2.8 million and lower interest income, driven by a decrease in U.S. interest rates.

Previous wording

The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including the changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations. In addition, the effective tax rate’s volatility depends on the amount of pre-tax income (loss). For example, the impact of non-taxable, non-deductible, and discrete items on the effective tax rate is greater when the pre-tax income (loss) is smaller.

Current wording

The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations. In addition, the effective tax rate’s volatility depends on the amount of pre-tax income (loss). For example, the impact of non-taxable, non-deductible, and discrete items on the effective tax rate is greater when the pre-tax income (loss) is smaller.

Previous wording

•decrease of $4.6 million related to staff costs for the three months ended March 31, 2025. The decrease was primarily driven by lower equity-based compensation.

Current wording

•decrease of$7.0 million related to staff costsfor thesix months ended June 30, 2025. The decrease was driven by lower equity-based compensation (decreased $4.8 million), lower healthcare costs (decreased $1.5 million), lower commission expense (decreased $0.9 million), lower payroll taxes (decreased $0.9 million), and lower severance expense (decreased $0.7 million), which were partially offset by increases in salary and bonus expense (increased $1.0 million).

Previous wording

Other operating expenses - net was $18.4 million for the year ended March 31, 2025, compared to $3.1 million in the year ended March 31, 2024. This increase is primarily driven by costs incurred related to our proposed merger with Shutterstock. We expect other operating expenses to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as mergers and acquisitions, claims, settlements, and gains/losses on asset disposals.

Current wording

Other operating expenses - net was $28.9 million for thesix months ended June 30, 2025, compared to $3.4 million for the six months ended June 30, 2024. This increase is primarily driven by costs incurred related to our proposed merger with Shutterstock. We expect other operating expenses to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as mergers and acquisitions, claims, settlements, and gains/losses on asset disposals.

Previous wording

We recognized interest expense of $32.7 million for each of the three months period ended March 31, 2025 and March 31, 2024. Our interest expense primarily consists of interest charges on our on our Old Term Loans, New Term Loans, Senior Notes, and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount and debt issuance costs on our Old Term Loans and New Term Loans and amortization of deferred debt financing fees. See “Note 7 - Debt” for additional discussions on our debt.

Current wording

We recognized interest expense of $69.2 million and $66.6 million for thesix months period ended June 30, 2025 and June 30, 2024, respectively. Our interest expense primarily consists of interest charges on our on our Old Term Loans, New Term Loans, Senior Secured Notes, Senior Unsecured Notes and our revolving credit facility which remains undrawn, as well as the amortization of original issue discount and debt issuance costs on our Old Term Loans and New Term Loans and amortization of deferred debt financing fees. See “Note 7 - Debt” for additional discussions on our debt.

Previous wording

We previously held positions in interest rate swaps, which expired in February 2024, and recognized net losses of $1.5 million during the three months ended March 31, 2024. These loses were driven by changes in interest rates relative to the rates in our derivatives.

Current wording

We previously held positions in interest rate swaps, which expired in February 2024, and recognized net losses of $1.5 million during the six months ended June 30, 2024. These losses were driven by changes in interest rates relative to the rates in our derivatives. There was no such loss for the six months ended June 30, 2025.

Previous wording

We recognized foreign exchange losses, net of $25.1 million for the three months ended March 31, 2025, compared to net gains of $16.4 million for the three months ended March 31, 2024. These changes are primarily driven by fluctuations in the EUR related to our Old EUR Term Loans and New EUR Term Loans.

Current wording

We recognized foreign exchange losses, net of $79.8 million for the six months ended June 30, 2025, compared to net gains of $18.9 million for the six months ended June 30, 2024. These changes are primarily driven by fluctuations in the EUR related to our Old EUR Term Loans and New EUR Term Loans.

Previous wording

We recognized loss on extinguishment of debt of$5.5 million for the three months ended March 31, 2025 from the extinguishment of our Old Term Loans. See “Note 7 - Debt” for additional discussion on the refinancing of our Old Term Loans.

Current wording

We recognized loss on extinguishment of debt of $5.5 million for thesix months ended June 30, 2025 from the extinguishment of our Old Term Loans. See “Note 7 - Debt” for additional discussion on the refinancing of our Old Term Loans.