Getty Images Holdings, Inc.

Note 1 - Description of the Company and Basis of Presentation

Description of the Company

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

Merger Agreement with Shutterstock

On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock, Inc. (“Shutterstock”) (such transaction referred to herein as the “Merger”).

On May 15, 2026 the U.K. Competition and Markets Authority (the “CMA”) issued a Final Report which concluded that the Merger could proceed if Shutterstock’s entire editorial business was divested to one or more CMA approved purchasers.

On June 30, 2026, the Board of Directors of Getty Images unanimously resolved (a) not to proceed with the process to sell Shutterstock’s editorial business under the supervision of the CMA, which was a condition to the CMA’s required clearance of the transactions that Getty Images was not required to accept under the terms of the Merger Agreement and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026. On July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement pursuant to the terms thereof, effective upon delivery of such notice.

The Company expensed $6.0 million and $9.2 million of legal, accounting, and other direct costs related to this terminated Merger during the three and six months ended June 30, 2026, respectively, and $10.3 million and $28.3 million in the three and six months ended June 30, 2025, respectively. These costs are included in “Other operating expenses - net” in the Condensed Consolidated Statements of Operations.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Getty Images and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any future period or the entire year.

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

Estimates and Assumptions

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

Liquidity and Going Concern

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.

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.

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

•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.”;

•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

•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.

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.

Management is actively assessing plans intended to improve the Company’s liquidity position and has engaged Guggenheim Securities, LLC to serve as financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives. However, these plans are uncertain and dependent on future events and circumstances that are outside the Company’s control, including the timing and ultimate resolution of pending Warrant Litigation and the availability of financing or other strategic alternatives on acceptable terms or at all. Accordingly, management cannot conclude that it is probable that such plans will be effectively implemented and will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

Note 2 - Summary of Significant Accounting Policies

Cash, Cash Equivalents and Restricted Cash

The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2026 and December 31, 2025 (in thousands):

In connection with the issuance of the 10.500% Senior Secured Notes, the Company deposited the gross proceeds into an escrow account. These amounts were restricted and could be released only upon satisfaction of specified conditions. Following the termination of the Merger Agreement, the 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the terms of the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow.

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

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

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption.

Note 3 - Revenue

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

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

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

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

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

Disaggregation of Revenue

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

Revenue by major product:

Revenue by region:

The June 30, 2026 deferred revenue balance will be earned as content is downloaded, services are provided, or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months.

During the six months ended June 30, 2026, the Company recognized revenue of $124.7 million that had been included in deferred revenue as of January 1, 2026.

Note 4 - Fair Value of Financial Instruments

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

The following table summarizes the Company’s financial instruments by level in the fair value hierarchy as of June 30, 2026:

The following table summarizes the Company’s financial instruments by level in the fair value hierarchy as of December 31, 2025:

The fair value of the Company’s money market funds is based on quoted active market prices and is determined using the market approach. The fair value of the Company’s Term Loans, Senior Secured Notes and Senior Unsecured Notes are based on market quotes provided by a third-party pricing source. Borrowings under the Company’s Revolving Credit Facility approximate fair value based on their nature, terms, and variable interest rates.

The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value.

Note 5 - Other Assets and Liabilities

The following table summarizes the Company’s other long-term assets:

The following table summarizes the Company’s accrued expenses:

Note 6 - Debt

Debt included the following:

1 The table above converted the 2025 EUR Term Loans to USD using currency exchange rates as of those dates.

The Company’s debt consists of various Term Loans, Senior Secured Notes, Senior Unsecured Notes and a Revolving Credit Facility. During 2025, the Company refinanced its outstanding Term Loans by incurring new 2025 Term Loans, which were used to repay the 2019 Term Loans and extend maturities.

The Company completed a permitted exchange of a portion of the 2025 USD Term Loans for 11.250%, Senior Secured Notes due 2030, issued 2025 Senior Unsecured Notes, and, in connection with financing for the recently terminated merger with Shutterstock, issued 10.500% Senior Secured Notes. In relation to these prior year refinancing activities, the Company expensed $2.8 million and $6.0 million during the three and six months ended June 30, 2025 in third-party costs that did not qualify as debt issuance costs as “Other non-operating income (expense) – net”, respectively. No comparable costs were recorded during the three months and six months ended June 30, 2026.

Additionally, the Company recorded a $5.5 million of “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025. No comparable losses were recorded during the three months ended June 30, 2025 or the three and six months ended June 30, 2026.

The Company maintains a $150.0 million Revolving Credit Facility maturing on May 4, 2028. On April 22, 2026, the Company drew $120.0 million from the Revolving Credit Facility, with proceeds used in part to pay the Initial Warrant Litigation judgment and associated interest. See “Note 11 - Legal Proceedings and Contingencies.” The Company drew the remaining $30.0 million from the Revolving Credit Facility in July 2026.

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.

The Company was in compliance with all covenants as of June 30, 2026.

Note 7 - Equity-based Compensation

Equity Incentive Plans

Under the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”), the Company grants restricted stock units, performance stock units and stock options. The Company granted 17,821,815 awards under the 2022 Plan during the six months ended June 30, 2026. Under the 2022 Plan, up to 51,104,577 shares of Class Acommon stock are reserved for issuance, of which 3,916,177 were available to be issued as of June 30, 2026.

As of June 30, 2026, total unrecognized compensation cost was approximately $21.0 million, which is expected to be recognized over a weighted-average period of 2.1 years.

The Company maintains the Getty Images Holdings, Inc. Earn Out Plan; however, there were no awards granted or outstanding under the plan during the periods presented.

Stock Option Exchange

In March 2026, the Company completed a voluntary stock option exchange under which 19.3 million options were cancelled and 4.2 million replacement options were granted. The exchange was structured as a value-for-value exchange, and the replacement awards retained the vesting terms of the surrendered options.

The exchange did not result in incremental stock-based compensation expense and the Company continues to recognize the remaining unamortized compensation cost over the remaining requisite service periods.

Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, net of estimated forfeitures. The Company recognized equity-based compensation - net of estimated forfeitures of $3.3 million and $6.8 million for the three and six months ended June 30, 2026, respectively, and $4.3 million and $9.2 million for the three and six months ended June 30, 2025, respectively. The Company capitalized $0.3 million and $0.5 million of equity-based compensation expense incurred in connection with the development internal-use software during the three and six months ended June 30, 2026, respectively, and $0.5 million and $0.9 million during the three and six months ended June 30, 2025, respectively.

Note 8 - Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities.

In periods where the Company recognizes a net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive.

In periods where the Company recognizes net income, diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options is computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation.

The following table sets forth the computation of basic and diluted loss per share of Class A common stock (amounts in thousands, except share and per share amounts):

As the Company had a net loss for the three and six months ended June 30, 2026 the diluted net loss per share does not include 29.9 million shares of Class A common stock in equity-based compensation awards as their effect would have been anti-dilutive.

Note 9 - Income Taxes

The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate as prescribed under ASC 740 “Income Taxes” (“ASC 740”). Any changes to the estimated annual effective tax rate are recorded in the interim period in which the changes occur.

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.

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 2025, respectively, and income tax expense of $76.0 million and $41.3 million for the six months ended June 30, 2026 and 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).

Note 10- Segment Information

Certain financial information for the Company’s segment, including significant expenses and other segment expense items are listed below:

1 The significant segment expense items are expense information that is regularly provided to the CODM.

2 Total Selling, general and administrative expenses, excluding Marketing costs and Equity compensation expenses.

3 Includes Depreciation, Amortization, Other operating expense (income) - net, Loss on litigation, Recovery of loss on litigation, and Equity compensation expenses.

4 Other segment non-operating income (expense) includes Foreign exchange gain (loss) – net, Loss on extinguishment of debt, and Other non-operating income (expense) – net

The Company does not have intra-entity sales or transfers. Asset information on asegment basis is not different than that presented in the Condensed Consolidated Balance Sheets.

Note 11 - Legal Proceedings and Contingencies

The Company previously issued 20,700,000 public warrants, which were governed by Warrant Agreements, dated August 4, 2020 (the “Warrant Agreement”) and redeemed by the Company in October 2022. Numerous lawsuits have been commenced against the Company alleging breach of the Warrant Agreement.

On October 27, 2023, the United States District Court for the Southern District of New York (the “Court”) issued a decision in the actions brought by Alta Partners, LLC (“Alta”) and the CRCM Institutional Master Fund (BVI), LTD (“CRCM” and together with Alta, the “Plaintiffs”) captioned: Alta Partners, LLC v. Getty Images Holdings, Inc., Case No. 1:22-cv-08916 (filed October 19, 2022), and CRCM Institutional Master Fund (BVI) LTD, et al. v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074 (filed February 8, 2023) (together, the “Initial Warrant Litigation”) on cross-motions for summary judgment and entered judgment in favor of Plaintiffs on their breach of contract claims and awarded damages in the amount of $36.9 million for Alta with respect to 2,066,371 public warrants and $51.0 million for CRCM with respect to 3,010,764 public warrants, plus, in each case, pre-judgment interest of 9% per annum.

In an Opinion issued on January 15, 2026, the United States Court of Appeals for the Second Circuit affirmed the Court’s opinion and on April 16, 2026, the Second Circuit denied the Company’s petition for rehearing. The Company had accrued for this loss on litigation and, on April 23, 2026, the Company paid $110.9 million in judgment and associated interest related to this matter.

The Company has been named as a defendant intwo additional suits in the United States District Court for the Southern District of New York, Daniel Berner v. Getty Images Holdings, Inc., Case No. 1:24-cv-04483-JSR (filed June 11, 2024), and James Lapp v. Getty Images Holdings, Inc., Case No. 1: 24-cv-05129-JSR (filed July 5, 2024) (the “Berner/

Lapp Actions”). On January 27, 2025, the Court issued a bottom-line order in the Berner/Lapp Actions granting summary judgment to plaintiffs Berner and Lapp reciting that “[a]n Opinion explaining the reasons for this ruling will issue in due course, at which time judgment will be entered.” On August 7, 2025, the Court issued its opinion granting summary judgment to the plaintiffs Berner and Lapp and calculating damages, including pre-judgment interest at $7.8 million. The Company has appealed the opinion and judgment.

Twelve additional suits have been filed in the New York State Supreme Court, New York County: CSS, LLC v. Getty Images Holdings, Inc., Index No. 653527/2024 (filed July 12, 2024); Walleye Manager Opportunities LLC et. al. v. Getty Images Holdings, Inc., Index No. 653528/2024 (filed July 12, 2024); Funicular Funds LP v. Getty Images Holdings, Inc., Index No. 653410/2024 (filed July 5, 2024); MPF Broadway Convexity Fund I, LP et. al. v. Getty Images Holdings, Inc., Index No. 653411/2024 (filed July 5, 2024), LMR Multi-Strategy Master Fund Limited et al. v. Getty Images Holdings, Inc., Index No. 654963/2024 (filed September 20, 2024); Jordan Flannery v. Getty Images Holdings, Inc., Index No. 654961/2024 (filed September 20, 2024); Bi-Directional Disequilibrium Fund, L.P. et al. v. Getty Images Holdings, Inc., Index No. 654960/2024 (filed September 20, 2024); Holland v. Getty Images Holdings, Inc., Index No. 655746/2024 (filed October 29, 2024); Hunsicker v. Getty Images Holdings, Inc., Index. No. 655911/2024 (filed November 7, 2024); Dasher, et al. v. Getty Images Holdings, Inc., Index No. 655913/2024 (filed November 7, 2024); Parker v. Getty Images Holdings, Inc., Index No. 659240/2024 (filed November 22, 2024); Highbridge Tactical Credit Master Fund L.P. et. al. v. Getty Images Holdings, Inc., Index No. 650402/2025 (filed January 21, 2025). These actions have since been consolidated under the caption Funicular Funds LP v. Getty Images Holdings, Inc., Index No. 653410/2024 (the “NY State Actions”). On June 9, 2026, following oral argument, the court issued a decision and order granting plaintiffs’ motion for summary judgment as to the warrants for which plaintiffs had provided authorization letters and conditionally granting summary judgment as to certain remaining warrants, subject to plaintiffs providing such authorizations. 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. The Company has appealed the court’s decision.

It is possible that additional purported former warrant holders of the Company could bring additional lawsuits against the Company, its directors or officers, alleging substantially similar claims, or new or different claims relating to the public warrants. The Company intends to defend itself vigorously in the Berner/Lapp Actions and the NY State Actions and any future actions and is unable to estimate any potential additional loss or range of loss that may result from the ultimate resolution of these matters, which could be material to the Company’s business, financial condition, results of operations and cash flows.

The Company has recorded a loss on litigation relating collectively to the Initial Warrant Litigation, Berner/Lapp Actions and NY State Actions based on the criteria under ASC 450 -Contingencies (“ASC 450”) and as of June 30, 2026 held a related litigation reserve of $99.5 million with a remaining insurance recovery receivable related thereto of approximately $2.2 million in the Condensed Consolidated Balance Sheet. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, or the amount of damages and exposure, if any, that the Company could incur, the Company does not currently believe that a material loss arising from the final disposition of existing matters, other than those in respect of which the Company has made litigation reserves as described above, is probable. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot determine with certainty the ultimate outcome of any such litigation or proceedings. If the final resolution of any such litigation or proceedings is unfavorable, the Company’s financial condition, results of operations and cash flows could be materially affected. Further, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Stability AI Lawsuits

Getty Images (US), Inc. is a plaintiff in a lawsuit filed on August 14, 2025 in the United States District Court for the Northern District of California against Stability AI, Inc., Stability AI, Ltd. and Stability AI US Services Corp. The case arises out of Stability AI’s alleged unauthorized reproduction of approximately 12.0 million in images from Getty Images’ websites, along with the accompanying captions and associated metadata, and use of the copied content in connection with various iterations of Stability AI’s generative artificial intelligence model known as Stable Diffusion. Getty Images (US), Inc. has asserted claims for copyright infringement; falsification of copyright management information; trademark infringement; unfair competition; trademark dilution; and deceptive trade practices. Getty Images (US), Inc. seeks, among other things, monetary damages and injunctive relief. The parties are engaged in fact discovery.

Arising out of similar alleged facts, Getty Images (US), Inc., Getty Images International U.C., Getty Images (UK) Limited, Getty Images Devco UK Limited and iStockphoto LP were Claimants in proceedings issued in the High Court of England & Wales against Stability AI Limited on January 16, 2023, which, asserted claims for copyright infringement, infringement of database rights, trademark infringement and passing off seeks, amongst other things, monetary damages, injunctive relief and legal costs.

In December 2025, the High Court held a hearing, during which the Court granted Claimants an injunction, assessed an interim costs award to Stability AI for the matters on which Claimants did not prevail or dropped at trial, granted Getty Images’ request to appeal the decision on secondary infringement and denied Stability AI’s request to appeal the trademark decision. The Claimants have filed an appeal, which Stability AI has challenged. Stability AI sought permission from the Court of Appeal to hear an appeal on the trademark decision, which the Court of Appeal denied. The appeal of the decision on secondary infringement is expected to be held in November 2026.

Tax Examinations and Assessments

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.

As part ofthe 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.

Note 12 - Subsequent Events

Termination of Shutterstock Merger Agreement

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.

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.

Engagement of Strategic Advisor

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.

Revolving Credit Facility

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 Revolving Credit Facility.

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.