Getty Images Holdings, Inc.

There has been a material change to the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as set forth below.

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.

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.

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.

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

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.

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.”