Skip to main content

Getty Images Holdings, Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

GETY$0.08-41.0%Stored close · as of Sep 28, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001628280-26-033481

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001628280-26-055246

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 210 previous paragraphs and 250 current paragraphs.

147 unchanged; 45 reworded; 43 added; 17 removed; 1 previous and 15 current paragraphs rearranged.

Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (43)

Current report

•our ability to successfully identify and implement any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company;

Current report

•the risks associated with our expression of substantial doubt about our ability to continue as a going concern

Current report

As noted in Note 1 - Description of the Company and Basis of Presentation, on July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement, effective upon delivery.

Current report

Following termination of the Merger Agreement, Getty Images, Inc.’s 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow. See “Note 6 - Debt”.

Current report

In July 2026, the Company engaged Guggenheim Securities, LLC to act as a financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives.

Current report

As of June 30, 2026, the Company had $30.0 million available under its $150.0 million Revolving Credit Facility. In July 2026, the Company drew the remaining $30.0 million available under the facility. See “Note 6 - Debt”.

Current report

On July 27, 2026, the Court directed the Clerk to enter judgment against the Company in favor of Plaintiffs in amounts totaling $67.8 million, with 9% pre-judgment interest from August 22, 2022, until judgment is entered. See Note 11 - Legal Proceedings and Contingencies.

Current report

We expect our selling, general, and administrative expenses to decrease in absolute dollars and decline as a percentage of revenue in the near term due to our continued focus on operational efficiency and disciplined expense management. Similarly, we expect marketing expense to decrease both in absolute dollars and as a percentage of revenue, while maintaining the flexibility to make selective investments in marketing opportunities that we believe will support long-term growth.

Current report

Editorial revenue increased on a reported basis by $8.1 million, or 9.2% (7.6% CN), to $96.5 million. The increase was driven by Editorial subscriptions (increased $6.4 million) and Editorial ALC (increased $1.7 million). Overall, the growth across these products was driven primarily by Sport, with additional contributions from News and Archive. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the current‑year quarter, the FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative.

Current report

•decrease of $2.6 million related to professional fees for the three months ended June 30, 2026, primarily related to a reduction in legal fees incurred for our ongoing AI litigation cases; partially offset by higher audit related fees as the Company accelerated its SOX Section 404(b) compliance efforts. This acceleration was undertaken in anticipation of potential SOX Section 404(b) compliance requirements associated with the recently terminated Merger; however, management currently does not believe the Company will become subject to the Section 404(b) auditor attestation requirement for 2026.

Current report

Depreciation expense was $15.8 million for the three months ended June 30, 2026, an increase of $0.3 million or 1.7% compared to $15.5 million for the three months ended June 30, 2025. The increase is in line with prior year.

Current report

For the three months ended June 30, 2026, amortization expense was $0.1 million. The decline from prior year is attributed to several of the Company’s intangible assets becoming fully amortized in the current year.

Current report

Other revenue decreased on a reported basis by $11.1 million, or 44.5% (45.4% CN), to $13.9 million for the six months ended June 30, 2026, compared to $25.0 million for the six months ended June 30, 2025. The decrease was primarily driven by lower volume and recognition timing of data access and/or licensing agreements, including fewer higher-value agreements recognized during the period.

Current report

•decrease of $2.2 million related to professional fees for the six months ended June 30, 2026, primarily related to a reduction in legal fees incurred for our ongoing AI litigation cases; partially offset by higher audit related fees as the Company accelerated its SOX Section 404(b) compliance efforts. This acceleration was undertaken in anticipation of potential SOX Section 404(b) compliance requirements associated with the recently terminated Merger; however, management currently does not believe the Company will become subject to the Section 404(b) auditor attestation requirement for 2026.

Current report

•increase of $1.6 million in bad debt expense and $1.4 million in computer expense for the six months ended June 30, 2026.

Current report

Depreciation expense was $31.9 million for the six months ended June 30, 2026, an increase of $1.4 million or 4.6% compared to $30.5 million for the six months ended June 30, 2025. The increase is in line with prior year.

Current report

For the six months ended June 30, 2026, amortization expense was $0.7 million. The decline from prior year is attributed to several of the Company’s intangible assets becoming fully amortized in the current year.

Current report

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern, management is required to evaluate whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to meet its obligations as they become due within one year after the date these unaudited condensed consolidated financial statements are issued.

Current report

As of June 30, 2026, the Company had cash and cash equivalents of approximately $51.6 million, with $30.0 million available under its $150.0 million revolving credit facility maturing on May 4, 2028 (the “Revolving Credit Facility”). In July 2026, the Company drew the remaining $30.0 million available under the Revolving Credit Facility.

Current report

The Company’s liquidity position has been adversely affected by:

Current report

•ongoing Warrant Litigation, with the Company paying $110.9 million in judgment and associated interest in the second quarter of 2026 and carrying a remaining litigation reserve of approximately $99.5 million as of June 30, 2026. See “Note 11 - Legal Proceedings and Contingencies.”;

Current report

•significant costs incurred in relation to the recently terminated Merger (which was terminated by the Company on July 7, 2026), with the Company incurring approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026; and

Current report

•high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, with the Company incurring approximately $30.1 million of interest expense, net of interest earned on the escrowed funds through June 30, 2026, along with $13.5 million in associated financing fees.

Current report

Management has concluded that the magnitude and timing of the current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures described above, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date these unaudited condensed consolidated financial statements are issued.

Showing the first 40 of 43 passages. Open the source sections for the rest.

Removed paragraphs (17)

Previous report

•risks related to our proposed merger with Shutterstock, Inc. (“Shutterstock”);

Previous report

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

Previous report

During the three months ended March 31, 2026 and 2025, Getty Images has expensed $3.2 million and $18.0 million, respectively, of legal, accounting, and direct costs related to this proposed Merger in “Other operating expenses – net” in the Condensed Consolidated Statements of Operations.

Previous report

The Company expects to continue to incur transaction and integration-related costs in future periods. Additional information regarding the Merger Agreement is included in “Note 1 - Description of the Company and Basis of Presentation” to the Condensed Consolidated Financial Statements.

Previous report

Cost of revenue (exclusive of depreciation and amortization)

Previous report

We expect our selling, general, and administrative expenses to increase in absolute dollars but remain relatively constant as a percentage of revenue in the near term. Absolute dollar spending will increase as certain costs increase and we continue to expand our operations and invest in our growth. Lastly, we expect our marketing to stay relatively constant as a percentage of revenue. However, the Company will continue to evaluate opportunities to incrementally invest in marketing as appropriate.

Previous report

Cost of revenue (exclusive of depreciation and amortization)

Previous report

•increase of $1.0 million related to computer expense for the three months ended March 31, 2026, primarily due to a temporary increase in consumption associated with the delivery of assets under a significant multi-year licensing agreement.

Previous report

•increase of $0.9 million related to travel for the three months ended March 31, 2026, primarily related to costs associated with our coverage of the Milano Cortina 2026 Winter Olympics.

Previous report

Depreciation expense was $16.1 million for the three months ended March 31, 2026, an increase of $1.1 million or 7.5% compared to $14.9 million for the three months ended March 31, 2025. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.

Previous report

For the three months ended March 31, 2026, amortization expense was $0.6 million, which was in line with the prior period.

Previous report

We expect existing cash and cash equivalents, cash provided by operations, and cash provided by financing activities , including amounts available under our revolving credit facility to be adequate to fund our operating activities and cash required for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

Previous report

We may also be subject to losses as a result of legal proceedings that may be in excess of amounts of insurance coverage available. In particular, we have insurance coverage of $60.0 million for losses in respect of the Initial Warrant Litigation, the Follow-on Warrant Litigation (each as defined in “Note 11 - Legal Proceedings and Contingencies”) and any additional litigation that is filed based on related facts or circumstances, including legal fees and expenses. As of March 31, 2026, we had a remaining insurance recovery receivable related thereto of approximately $33.7 million, with related litigation reserves of $208.4 million.

Previous report

In the Initial Warrant Litigation, an Opinion was issued on January 15, 2026, by the United States Court of Appeals where the Second Circuit affirmed the Court’s opinion and judgment in all respects, with one judge dissenting. On February 19, 2026, the Company filed a petition for a rehearing by the Second Circuit. On April 16, 2026, the United States Court of Appeals for the Second Circuit denied the Company’s petition for rehearing in connection with the Initial Warrant litigation. On April 23, 2026, the Company paid $110.9 million in judgment and associated interest related to this matter. This matter had been fully reserved for in prior periods. The Company drew $120.0 million from its revolving credit facility on April 22, 2026, proceeds of which were used in part to pay this judgment. As of March 31, 2026 the Company had $33.7 million of insurance recovery receivable related to the Warrant Litigation, representing receivables from third‑party insurance carriers for these legal claims. Subsequent to March 31, 2026, $30.0 million has been received from insurance carriers and the remainder remains available to the Company. See “Note 12 - Subsequent Events”.

Previous report

The Company has posted an appeal bond in respect of the Berner/Lapp Actions and no portion of the judgments entered have been paid. We expect to fund any payments required for the resolution of pending legal proceedings with our sources of liquidity. See “Note 11 - Legal Proceedings and Contingencies” herein for additional discussions of the Initial Warrant Litigation and the Follow-On Warrant Litigation.

Previous report

The annual subscriber revenue retention rate decreased for the LTM ended March 31, 2026, as compared to the LTM ended March 31, 2025. The decline in revenue retention was primarily attributable to the absence of certain high-impact media events and certain one-time spend, that occurred in the prior year that did not recur during the current year period. As these events are on a multi-year cycle, their absence in the current period led to a year-over-year decline in revenue retention.
Reworded paragraphs (45)

Previous wording

The following discussion and analysis of the financial condition and results of operations of Getty Images should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The discussion should also be read together with the “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and the “Item 1A. Risk Factors” section and historical audited annual consolidated financial statements of Getty Images Holdings, Inc. as of December 31, 2025 and 2024 and the respective notes thereto, included in our most recently filed Annual Report on Form 10-K (the “2025 Form 10-K”).

Current wording

The following discussion and analysis of the financial condition and results of operations of Getty Images should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The discussion should also be read together with the “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and the “Item 1A. Risk Factors” section and historical audited annual consolidated financial statements of Getty Images Holdings, Inc. as of December 31, 2025 and 2024 and the respective notes thereto, included in our most recently filed Annual Report on Form 10-Kfiled with the Securities and Exchange Commission (“SEC”) on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”).

Previous wording

•the loss of and inability to attract and retain key personnel that could negatively impact our business growth;

Current wording

•the loss of and inability to attract and retain key personnel, which could negatively impact our business growth;

Current wording

•the risk of greater than anticipated tax liabilities, including those from pending or future tax audits;

Previous wording

•other risks and uncertainties identified in “Item 1A. Risk Factors” of our most recently filed Annual Report on Form 10-K.

Current wording

•other risks and uncertainties identified in Part I, “Item 1A. Risk Factors” of our 2025 Form 10-K, Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

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 652 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 2.3 billion searches annually. The Company has almost 700,000 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 662 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 2.1 billion searches annually. The Company has over 635,000 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 360 premium content partners. Over 83,000 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 over 600,000 contributors and more than 360 premium content partners. Over 84,000 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 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 55.7% and 59.0% of our revenue, of which 60.6% and 59.2% is generated through our annual subscription products for the three months ended March 31, 2026, and 2025, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API, and Custom Content.

Current wording

Creative is comprised of 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 55.7% and 57.3% of our revenue, of which 61.6% and 59.2% is generated through our annual subscription products for the six months ended June 30, 2026, and 2025, respectively. Annual Subscription products include products and subscriptions with a duration of 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 40.5% and 36.9% of our revenue, of which 56.0% and 57.7% is generated through our annual subscription products for the three months ended March 31, 2026, and 2025, 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 41.3% and 37.2% of our revenue, of which 55.1% and 54.7% is generated through our annual subscription products for the six months ended June 30, 2026, and 2025, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Previous wording

Other represents 3.8% and 4.1% of our revenue for the three months ended March 31, 2026 and 2025, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales.

Current wording

Other represents 3.0% and 5.4% of our revenue for the six months ended June 30, 2026 and 2025, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales.

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 96 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 101 million image downloads every month.

Previous wording

A significant portion of the business has transitioned to an annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 57% of total revenue for the three months ended March 31, 2026, and we continue to focus on growing subscription revenue.

Current wording

A significant portion of the business has transitioned to an annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 58% of total revenue for the six months ended June 30, 2026, and we continue to focus on growing subscription revenue.

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 losses of $13.1 million during the three months ended March 31, 2026 and net foreign currency translation adjustment gains of $20.4 million during the three months ended March 31, 2025.

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 year. Translation adjustments resulting from this process are charged or credited to “Accumulated other comprehensive loss,” as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment losses of $19.2 million during the six months ended June 30, 2026 and net foreign currency translation adjustment gains of $68.1 million during the six months ended June 30, 2025.

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 gain (loss) – net” in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2026, the Company recognized net unrealized foreign currency transaction gains of $14.8 million. For the three months ended March 31, 2025, the Company recognized net unrealized foreign currency transaction losses of $25.1 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 gain (loss) – net” in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2026, the Company recognized net unrealized foreign currency transaction gains of $21.0 million. For the six months ended June 30, 2025, the Company recognized net unrealized foreign currency transaction losses of $79.8 million.

Previous wording

For the three months ended March 31, 2026, reported revenue was $226.6 million as compared to $224.1 million for the three months ended March 31, 2025. On a reported basis, revenue increased by 1.1% (decreased 2.5% CN) for the three months ended March 31, 2026. Foreign exchange movements positively impacted reported revenue growth for the year ended March 31, 2026 by 360 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Current wording

For the three months ended June 30, 2026, reported revenue was $229.1 million as compared to $234.9 million for the three months ended June 30, 2025. On a reported basis, revenue decreased by 2.5% (decreased 4.1% CN) for the three months ended June 30, 2026. Foreign exchange movements positively impacted reported revenue growth for the three months ended June 30, 2026 by 160 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Previous wording

Creative revenue decreased on a reported basis 4.5% (8.0% CN) to $126.2 million for the three months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025. The decrease of $5.9 million for the three months ended March 31, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $4.7 million), Premium Access subscriptions (decreased $3.7 million), Premium RF ALC and Ultra Pack offerings (decreased $1.8 million), and our Getty Images video products (decreased $1.6 million). These declines were partially offset by increased revenue from Custom Content (increased $5.9 million). We saw double-digit declines from our Agency customers during the quarter, which are accounted for largely within Creative on an ALC basis. In addition, the revenue allocated from our committed solutions was affected by changes in subscriber download behavior, which influenced the allocation of revenue between Creative and Editorial content. During the current‑year quarter, the Milano Cortina 2026 Olympic Games drove higher demand for Editorial content relative to Creative, resulting in an allocation of revenue that favored Editorial. Finally, iStock e‑commerce revenue continued to be impacted by the discontinuation of the free trial customer acquisition program in June 2025, as well as lower traffic levels compared to the prior year period due to the exit of a long-standing affiliate partnership, reductions in underperforming affiliate spend and internal changes that temporarily impacted search engine rankings.

Current wording

Creative revenue decreased on a reported basis 2.6% (4.3% CN) to $127.4 million for the three months ended June 30, 2026, compared to $130.8 million for the three months ended June 30, 2025. The decrease of $3.4 million for the three months ended June 30, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $7.4 million), Premium RF ALC and Ultra Pack offerings (decreased $2.1 million), Premium Access subscriptions (decreased $1.7 million), and our Getty Images video products (decreased $1.5 million). These declines were partially offset by increased revenue from Custom Content (increased $8.9 million). We saw double-digit declines from our Agency customers during the quarter, which are accounted for largely within Creative on an ALC basis. In addition, the revenue allocated from our committed solutions was affected by changes in subscriber download behavior, which influenced the allocation of revenue between Creative and Editorial content. During the current‑year quarter, the FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative, resulting in an allocation of revenue that favored Editorial. Finally, iStock e‑commerce revenue continued to be impacted by the discontinuation of the free trial customer acquisition program in June 2025, as well as lower traffic levels compared to the prior year period due to the exit of a long-standing affiliate partnership, reductions in underperforming affiliate spend and internal changes that temporarily impacted search engine rankings.

Previous wording

Other revenue decreased on a reported basis by $0.7 million, or 7.0% (8.4% CN), to $8.6 million for the three months ended March 31, 2026, compared to $9.3 million for the three months ended March 31, 2025. The decrease was primarily driven by recognition timing related to data access and/or licensing agreements.

Current wording

Other revenue decreased on a reported basis by $10.5 million, or 66.7% (67.2% CN), to $5.2 million for the three months ended June 30, 2026, compared to $15.7 million for the three months ended June 30, 2025. The decrease was primarily driven by lower volume and recognition timing of data access and/or licensing agreements, including fewer higher-value agreements recognized during the quarter.

Previous wording

Reported SG&A expense increased by $3.9 million or 4.0% (0.7% CN) for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. SG&A fluctuations from the prior period include the following:

Current wording

Reported SG&A expense decreased by $3.6 million or 3.4% (4.7% CN) for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. SG&A fluctuations from the prior year period include the following:

Previous wording

•decrease in marketing spend of $2.1 million (decrease of 17.5%) for the three months ended March 31, 2026. For the three months ended March 31, 2026, marketing spend as a percentage of sales decreased to 4.3% from the three months ended March 31, 2025 ratio of 5.3%. This decrease was driven primarily by decreased investment in affiliate marketing due to the exit of a long-standing affiliate partnership and reductions in underperforming affiliate spend.

Current wording

•decrease in marketing spend of $2.9 million (decrease of 23.8%) for the three months ended June 30, 2026. For the three months ended June 30, 2026, marketing spend as a percentage of sales decreased to 4.1% from the three months ended June 30, 2025 ratio of 5.2%. This decrease was driven primarily by decreased investment in affiliate marketing due to the exit of a long-standing affiliate partnership and reductions in underperforming affiliate spend.

Previous wording

•increase of $0.5 million in professional fees and $0.5 million in bad debt expense for the three months ended March 31, 2026.

Current wording

•increase of $1.1 million in bad debt expense and $0.5 million in staff costs for the three months ended June 30, 2026.

Previous wording

For the three months ended March 31, 2026, the Company recognized loss on litigation of $5.1 million compared to $4.3 million for the three months ended March 31, 2025. The loss on litigation consists of an estimate for damages, the interest on the estimated damages, legal fees, and amortization of fees related to appeal bond. The Company may continue to see these expenses as we navigate through the appeal of the judgment in the Berner/Lapp Actions and NY State Actions. See “Note 11 - Legal Proceedings and Contingencies” for additional discussion.

Current wording

For the three months ended June 30, 2026, the Company recognized loss on litigation of $4.3 million compared to $2.0 million for the three months ended June 30, 2025. The loss on litigation consists of the interest on the estimated damages, legal fees, and amortization of fees related to appeal bond. The Company may continue to see these expenses as we navigate through the appeal of the judgment in the Berner/Lapp Actions and NY State Actions. See “Note 11 - Legal Proceedings and Contingencies” for additional discussion.

Previous wording

Other operating expenses - net was $4.9 million for the three months ended March 31, 2026, compared to $18.4 million in the three months ended March 31, 2025. The decrease is primarily driven by fewer costs incurred in connection with our proposed Merger with Shutterstock. We expect these costs to continue as we proceed through the regulatory process. Other operating expenses will continue 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 $6.7 million for the three months ended June 30, 2026, compared to $10.5 million in the three months ended June 30, 2025. The decrease is primarily driven by fewer costs incurred in connection with our recently terminated merger with Shutterstock. Other operating expenses will continue 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 $54.2 million and $32.7 million, respectively, for each of the three month periods ended March 31, 2026 and March 31, 2025. Our interest expense primarily consists of interest charges on our debt and revolving credit facility which remained undrawn as of March 31, 2026 (subsequently drawn in April 2026), as well as the amortization of original issue discount, debt issuance costs and amortization of deferred debt financing fees. The increase relative to the prior year is largely driven by a higher level of outstanding debt combined with an increase in our effective interest rate. See “Note 6 - Debt” for additional discussions on our debt.

Current wording

We recognized interest expense of $57.3 million and $36.6 million, respectively, for each of the three month periods ended June 30, 2026 and June 30, 2025. Our interest expense primarily consists of interest charges on our debt, including debt related to our $150.0 million Revolving Credit Facility which $120.0 million was drawn from in April 2026, as well as the amortization of original issue discount, debt issuance costs and amortization of deferred debt financing fees. The increase relative to the prior year is largely driven by a higher level of outstanding debt combined with an increase in our effective interest rate. See “Note 6 - Debt” for additional discussions on our debt.

Previous wording

We recognized foreign exchange gains, net of $14.8 million for the three months ended March 31, 2026, compared to net losses of $25.1 million for the three months ended March 31, 2025. These changes are primarily driven by fluctuations in the EUR related to our 2019 EUR Term Loans and 2025 EUR Term Loans, which resulted in a foreign currency gains of $9.5 million for the three months ended March 31, 2026 and a foreign currency losses of $18.3 million for the three months ended March 31, 2025, respectively.

Current wording

We recognized foreign exchange gains, net of $6.2 million for the three months ended June 30, 2026, compared to net losses of $54.8 million for the three months ended June 30, 2025. These changes are primarily driven by fluctuations in the EUR related to our 2019 EUR Term Loans and 2025 EUR Term Loans, which resulted in foreign currency gains of $3.8 million for the three months ended June 30, 2026 and foreign currency losses of $38.8 million for the three months ended June 30, 2025, respectively.

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 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.

Previous wording

Editorial revenue increased on a reported basis by $9.1 million, or 11.0% (7.1% CN), to $91.7 million. The increase was driven by Editorial subscriptions (increased $3.7 million), assignments (increased $1.8 million) and Editorial ALC (increased $3.6 million). Overall, these product increases were driven by growth in Sport, Archive and Entertainment. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the current‑year quarter, the Milano Cortina 2026 Olympic Games drove higher demand for Editorial content relative to Creative. By contrast, in the prior‑year quarter, the Los Angeles wildfires led to event cancellations and reduced production activity, resulting in a revenue allocation that favored Creative content relative to Editorial.

Current wording

Editorial revenue increased on a reported basis by $17.2 million, or 10.1% (7.3% CN), to $188.2 million. The increase was driven by Editorial subscriptions (increased $10.1 million), assignments (increased $1.8 million) and Editorial ALC (increased $5.3 million). Overall, the growth across these products was driven primarily by Sport, with additional contributions from News, Archive, and Entertainment. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the six months ended June 30, 2026, the Milano Cortina 2026 Olympic Games and FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative.

Previous wording

Cost of revenue for the three months ended March 31, 2026 was $66.2 million (29.2% of revenue) compared to $60.2 million (26.9% of revenue) in the same prior year period. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to the timing of costs associated with previously recognized revenue as well as 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 six months ended June 30, 2026 was $134.5 million (29.5% of revenue) compared to $125.8 million (27.4% of revenue) in the same prior year period. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to the timing of costs associated with previously recognized revenue as well as 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

•increase of $3.2 million related to staff costs for the three months ended March 31, 2026. The increase was primarily driven by increases in salaries, benefits, severance, and temporary labor, which were partially offset by a decline in equity‑based compensation.

Current wording

•increase of $3.8 million related to staff costs for the six months ended June 30, 2026. The increase was primarily driven by increases in salaries, benefits, and temporary labor, which were partially offset by a decline in equity‑based compensation.

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 2019 Term Loans. No such loss was recognized for the three months ended March 31, 2026. See “Note 6 - Debt” for additional discussion on the refinancing of our 2019 Term Loans.

Current wording

We recognized loss on extinguishment of debt of $5.5 million for the six months ended June 30, 2025 from the extinguishment of our 2019 Term Loans. No such loss was recognized for the six months ended June 30, 2026. See “Note 6 - Debt” for additional discussion on the refinancing of our 2019 Term Loans.

Previous wording

We recognized other non-operating income, net of $6.0 million for the three months ended March 31, 2026 compared to other non-operating expense, net of $2.1 million for the three months March 31, 2025. The change of $8.1 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes are held. There were also costs related to the debt refinancing that were included in the three months ended March 31, 2025 with no related costs in the three months ended March 31, 2026.

Current wording

We recognized other non-operating income, net of $12.4 million for the six months ended June 30, 2026 compared to other non-operating expense, net of $4.0 million for the six months ended June 30, 2025. The change of $16.4 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes were held. There were also costs related to the debt refinancing that were included in the six months ended June 30, 2025 with no related costs in the six months ended June 30, 2026.

Previous wording

The Company recorded an income tax expense of $2.6 million and $64.6 million for the three months ended March 31, 2026 and March 31, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to the Company’s pre-tax loss and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, non-deductible interest expense, and change in valuation allowance. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

Current wording

The Company recorded an income tax expense of $76.0 million and $41.3 million for the six months ended June 30, 2026 and June 30, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to a change in valuation allowance, pre-tax loss, and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, and non-deductible interest expense. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

Previous wording

Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our revolving credit facility. As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $96.6 million and $90.2 million, respectively, and the remaining availability under our revolving credit facility, which expires May 4, 2028.

Current wording

Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our Revolving Credit Facility. As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $51.6 million and $90.2 million, respectively, and the remaining availability under our Revolving Credit Facility, which was $30.0 million as of June 30, 2026. The remaining $30.0 million was drawn from the Revolving Credit Facility in July 2026.

Previous wording

Our principal liquidity needs include debt service, settlement of warrant litigation and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments.

Current wording

Our principal liquidity needs include debt service, settlement of warrant litigation and capital expenditures, as well as those required to support working capital, internal growth, strategic acquisitions, mergers, and investments.

Previous wording

The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due. The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks merit and intends to appeal and vigorously contest these assessments.

Current wording

The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due. The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks meritand intends to appeal and vigorously contest these assessments.

Previous wording

As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $19.7 million. Such required payment is not an admission that the Company believes it is subject to such taxes. The Company believes it is more likely than not it will prevail on appeal, however, if the

Current wording

As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $19.6 million. Such required payment is not an admission that the Company believes it is subject to such taxes. The Company believes it is more likely than not it will prevail on appeal, however, if the CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $28.6 million.

Previous wording

Cash provided by operating activities is primarily comprised of net income (loss), as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity-based compensation and deferred income taxes.

Current wording

Cash (used in) provided by operating activities is primarily comprised of net income (loss), as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity-based compensation and deferred income taxes.

Previous wording

For the three months ended March 31, 2026 cash provided by operating activities was $40.0 million, as compared to cash provided by operating activities of $15.4 million for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily driven by a decrease in interest payments of $11.9 million. In addition, cash provided by operating activities was impacted positively by a decrease in merger-related costs paid from the prior quarter of $5.9 million which were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. Lastly, other contributing factors included an increase in interest income of $5.1 million and changes in working capital, including increased cash flows from the change in timing of collections of accounts receivable, increases in deferred revenue driven by strong subscription renewals and related timing, partially offset by the payments of accrued expenses.

Current wording

For the six months ended June 30, 2026 cash used in operating activities was $68.7 million, as compared to cash provided by operating activities of $21.9 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities was primarily driven by the payment of $110.9 million in judgment and associated interest related to the Initial Warrant litigation as well as an increase in interest payments of $51.0 million. In addition, cash provided by operating activities was impacted positively by $32.7 million in insurance recovery payments related to the Warrant Litigation and a decrease in merger-related costs paid of $10.7 million which were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. Lastly, the other significant contributing factor included changes in working capital, including increased cash flows from the change in timing of collections of accounts receivable.

Previous wording

The changes in cash flows from investing activities relate to purchases of property and equipment and internal software development as part of our ongoing efforts to innovate in the design, user experience, and performance of our websites. For the three months ended March 31, 2026 and 2025, cash used in investing activities was $16.1 million and $15.7 million, respectively.

Current wording

The changes in cash flows from investing activities relate to purchases of property and equipment primarily related to internal software development as part of our ongoing efforts to innovate in the design, user experience, and performance of our websites. For the six months ended June 30, 2026 and 2025, cash used in investing activities was $29.9 million and $31.8 million, respectively.

Previous wording

For the three months ended March 31, 2026, cash used in financing was $7.4 million, compared to $12.5 million for three months ended March 31, 2025. Financing activities for the three months ended March 31, 2026 primarily included principal payments on our EUR Term Loans and payment of debt issuance costs.

Current wording

For the six months ended June 30, 2026, cash provided by financing activities was $77.2 million, compared to cash used in financing activities of $21.3 million for six months ended June 30, 2025. Financing activities for the six months ended June 30, 2026, primarily included $120.00 million in proceeds from our Revolving Credit Facility, net of $42.9 million in principal payments on our 2025 Senior Unsecured Notes and 2025 EUR Term Loans and payment of debt issuance costs.

Previous wording

Our KPIs outlined below are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver shareholder return, track to financial targets and prioritize customer satisfaction. Our KPIs are reported on a trailing, or last, 12-month basis (“LTM”), which we believe provides a more current view of the Company’s operational performance than year-to-date figures.

Current wording

Our KPIs outlined below are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver stockholder return, track to financial targets and prioritize customer satisfaction. Our KPIs are reported on a trailing, or last, 12-month basis (“LTM”), which we believe provides a more current view of the Company’s operational performance than year-to-date figures.

Previous wording

Total purchasing customers decreased to 675 thousand for the LTM ended March 31, 2026, compared to 708 thousand for the LTM ended March 31, 2025. This decrease can be largely attributed to a decline in iStock subscriptions with smaller download volumes, where there has been some continued impact from the discontinuation of the free-trial new customer acquisition program in June, 2025. Importantly, more broadly across subscriptions, the ongoing shift into more committed solutions continues to have a positive impact on annual revenue per purchasing customer, which grew by 9.7% to $1,457 for the last twelve months ended March 31, 2026 from $1,329 for the last twelve months ended March 31, 2025.

Current wording

Total purchasing customers decreased to 636 thousand for the LTM ended June 30, 2026, compared to 707 thousand for the LTM ended June 30, 2025. This decrease can be largely attributed to the continued impact from the discontinuation of the free-trial new customer acquisition program in June, 2025. Importantly, more broadly across subscriptions, the ongoing shift into more committed solutions continues to have a positive impact on annual revenue per purchasing customer, which grew by 14.9% to $1,538 for the last twelve months ended June 30, 2026 from $1,338 for the last twelve months ended June 30, 2025.

Showing the first 40 of 45 pairs. Open the source sections for the rest.

Rearranged current paragraphs (15)

Current report — wording carried from elsewhere

Cost of revenue for the three months ended June 30, 2026 was $68.3 million (29.8% of revenue) compared to $65.6 million (27.9% of revenue) in the same prior year period. Any changes in cost of revenue as a percentage of revenue compared to 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 report — wording carried from elsewhere

We recognized other non-operating income, net of $6.4 million for the three months ended June 30, 2026 compared to other non-operating expense, net of $1.9 million for the three months ended June 30, 2025. The change of $8.3 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes were held.

Current report — wording carried from elsewhere

The Company recorded an income tax expense of $73.4 million and an income tax benefit of $23.3 million for the three months ended June 30, 2026 and June 30, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to a change in valuation allowance, pre-tax loss, and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, and non-deductible interest expense. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

Current report — wording carried from elsewhere

For the six months ended June 30, 2026, reported revenue was $455.7 million as compared to $459.0 million for the six months ended June 30, 2025. On a reported basis, revenue decreased by 0.7% (decreased 3.3% CN) for the six months ended June 30, 2026. Foreign exchange movements positively impacted reported revenue growth for the six months ended June 30, 2026 by 260 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Current report — wording carried from elsewhere

Creative revenue decreased on a reported basis by 3.6% (6.2% CN) to $253.6 million for the six months ended June 30, 2026, compared to $263.0 million for the six months ended June 30, 2025. The decrease of $9.4 million for the six months ended June 30, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $12.1 million), Premium Access subscriptions (decreased $5.4 million), Premium RF ALC and Ultra Pack offerings (decreased $3.9 million), and our Getty Images video products (decreased $3.1 million). These declines were partially offset by increased revenue from Custom Content (increased $14.7 million). We saw double-digit declines from our Agency customers during the quarter, which are accounted for largely within Creative on an ALC basis. In addition, the revenue allocated from our committed solutions was affected by changes in subscriber download behavior, which influenced the allocation of revenue between Creative and Editorial content. During the six months ended June 30, 2026, the Milano Cortina 2026 Olympic Games and FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative, resulting in an allocation of revenue that favored Editorial. Finally, iStock e‑commerce revenue continued to be impacted by the discontinuation of the free trial customer acquisition program in June 2025, as well as lower traffic levels compared to the prior year period due to the exit of a long-standing affiliate partnership, reductions in underperforming affiliate spend and internal changes that temporarily impacted search engine rankings.

Current report — wording carried from elsewhere

The timing of our revenue recognition can be influenced by several factors, including the nature of the contract with the customer, and the Company’s estimates regarding unused content and customer download patterns and whether we have met our obligation to our customer. These factors can lead to variability in the timing and amount of revenue recognized in a given period.

Current report — wording carried from elsewhere

Reported SG&A expense increased by $0.4 million or 0.2% (decreased 2.0% CN) for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. SG&A fluctuations from the prior year period include the following:

Current report — wording carried from elsewhere

•decrease in marketing spend of $5.0 million (decrease of 20.7%) for the six months ended June 30, 2026. For the six months ended June 30, 2026, marketing spend as a percentage of sales decreased to 4.2% from the six months ended June 30, 2025 ratio of 5.3%. This decrease was driven primarily by decreased investment in affiliate marketing due to the exit of a long-standing affiliate partnership and reductions in underperforming affiliate spend.

Current report — wording carried from elsewhere

For the six months ended June 30, 2026, the Company recognized loss on litigation of $9.4 million compared to $6.4 million for the six months ended June 30, 2025. The loss on litigation consists of the interest on the estimated damages, legal fees, and amortization of fees related to appeal bond. The Company may continue to see these expenses as we navigate through the appeal of the judgment in the Berner/Lapp Actions and NY State Actions. See “Note 11 - Legal Proceedings and Contingencies” for additional discussion.

Current report — wording carried from elsewhere

Other operating expenses - net was $11.6 million for the six months ended June 30, 2026, compared to $28.9 million in the six months ended June 30, 2025. The decrease is primarily driven by fewer costs incurred in connection with our recently terminated merger with Shutterstock. Other operating expenses will continue 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 report — wording carried from elsewhere

We recognized interest expense of $111.5 million and $69.2 million, respectively, for each of the six month periods ended June 30, 2026 and June 30, 2025. Our interest expense primarily consists of interest charges on our debt, including debt related to our $150.0 million Revolving Credit Facility which $120.0 million was drawn from in April 2026, as well as the amortization of original issue discount, debt issuance costs and amortization of deferred debt financing fees. The increase relative to the prior year is largely driven by a higher level of outstanding debt combined with an increase in our effective interest rate. See “Note 6 - Debt” for additional discussions on our debt.

Current report — wording carried from elsewhere

We recognized foreign exchange gains, net of $21.0 million for the six months ended June 30, 2026, compared to net losses of $79.8 million for the six months ended June 30, 2025. These changes are primarily driven by fluctuations in the EUR related to our 2019 EUR Term Loans and 2025 EUR Term Loans, which resulted in foreign currency gains of $13.3 million for the six months ended June 30, 2026 and foreign currency losses of $57.1 million for the six months ended June 30, 2025, respectively.

Current report — wording carried from elsewhere

We expect continued volatility in foreign exchange gains and losses each period based on fluctuations in exchange rates impacting our foreign currency exposures.

Current report — wording carried from elsewhere

Other non-operating income (expense) – net

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $28.6 million.