Getty Images Holdings, Inc.

Current report

While we are focused on operational efficiency and disciplined expense management, we have engaged a financial advisor to assist in the evaluation of strategic alternatives and we may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company could adversely affect our business, operations and our stock price.

Current report

In July 2026, the Company received approval from its Board of Directors to engage a financial advisor to assist in actively considering strategic financing alternatives and balance sheet management initiatives.

Current report

We have not yet established a timeline to complete the review of strategic financial alternatives and balance sheet management initiatives. We can provide no assurance as to the review’s outcome, that this strategic review process will result in us pursuing any transaction or that we will be able to successfully consummate any particular strategic transaction on attractive terms, on a timely basis, or at all. Any potential transaction will depend on several factors that may be beyond our control including, for example, market conditions, industry trends, third party consents, which could be difficult or costly to obtain, and the available terms of any such strategic transaction. The review process, the negotiation and consummation of a transaction or other strategic alternative may be costly, time consuming, distracting, and disruptive to our business and operations. Moreover, the possibility that exploration of strategic financing alternatives may ultimately result in a sale, merger, recapitalization, restructuring, financing or other strategic transaction, or any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly-skilled employees through departure or attrition, and result in the loss of customers, suppliers, and other key business partners, any or all of which could have a material adverse effect on our business and operations. We may ultimately determine that no transaction is in the best interest of our stockholders. Speculation regarding developments associated with our review of strategic alternatives, and any perceived uncertainties related to the Company or its business and operations, could significantly increase the volatility of our stock price. Additionally, there can be no assurance that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value or that we will make any cash distributions to our stockholders.

Current report

We have expressed substantial doubt about our ability to continue as a going concern.

Current report

As described in “Note 1 — Description of the Company and Basis of Presentation,” management has concluded that the magnitude and timing of our current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures related to (i) the ongoing Warrant Litigation, where the Company was required to pay $110.9 million in judgment and associated interest in the second quarter of 2026 and carry a remaining litigation reserve of approximately $99.5 million as of June 30, 2026, (ii) the June 9, 2026 and July 27, 2026 decisions of the New York State Court in the NY State Cases, (iii) significant costs incurred in relation to the proposed Merger (which was terminated by the Company on July 7, 2026), where the Company incurred approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026, and (iv) high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, where the Company incurred approximately $30.1 million of interest expense, net of interest earned on the escrowed funds, along with $13.5 million in associated financing fees, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date the unaudited condensed consolidated financial statements for the second quarter 2026 are issued.

Current report

Management’s plans to address these conditions, including the engagement of the financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives, have not been fully implemented, are subject to factors outside of the Company’s control, and may not be successful. If the Company is unable to obtain sufficient liquidity or to consummate one or more strategic transactions, on acceptable terms, on a timely basis or at all, the Company and/or one or more of its subsidiaries may be forced to seek relief under applicable bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of the Company’s common stock could experience a significant or complete loss of their investment. In addition, the existence of substantial doubt about the Company’s ability to continue as a going concern could adversely affect the Company’s relationships with its customers, suppliers, and other key business partners, its ability to attract and retain qualified personnel. See “Note 1 - Description of the Company and Basis of Presentation.”

Previous report

We received a written notice from the NYSE that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A common stock would be delisted.

Previous report

On March 17, 2026, the Company received written notice from the NYSE that the Company was not in compliance with the NYSE’s continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A common stock was less than $1.00 over a consecutive 30 trading-day period. The Company has notified the NYSE of its receipt of the notice and its intent to cure the deficiency and to return to compliance with the NYSE continued listing standard. The Company can regain compliance at any time within the six-month cure period if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the preceding 30 trading-day period. There can be no assurance that we will be able to regain compliance with the NYSE continued listing standards within any applicable cure periods or at all.

Previous report

If the NYSE were to delist our Class A common stock, or if market participants believe delisting is likely, the trading price and liquidity of our Class A common stock could decline materially. A delisting could also reduce the number of investors willing or able to hold our Class A common stock, including because certain institutional investors and financial intermediaries may have policies or restrictions that limit investments in securities that are not listed on a national securities exchange. In addition, delisting could adversely affect our ability to raise additional capital and could increase our cost of capital. If our Class A common stock were delisted, it could be traded in the over-the-counter market, which may be more volatile, less liquid, and subject to wider bid-ask spreads than a national securities exchange. Delisting could also increase the costs and demands of compliance and investor relations activities and could divest management attention from operating our business.

Previous report

Efforts to regain compliance with NSYE continued listing standards could require us to take actions that may be costly, may be dilutive to stockholders, or may be unsuccessful. Such actions could include, among other things, equity financings, changes to our capital structure or other strategic measures. Any of these actions, or the perception that such actions may be necessary, could increase volatility in the trading price of our Class A common stock.