Getty Images Holdings, Inc.

Our Board of Directors currently consists of ten directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the 2026 Annual Meeting for a three-year term expiring at the 2029 annual meeting of stockholders. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the three Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification, or removal. Each director will be elected by a plurality of the votes cast by the holders of our Class A common stock present in person, electronically or represented by proxy at the 2026 Annual Meeting and entitled to vote on the election of such directors. This means that the three individuals nominated for election to our Board of Directors at the 2026 Annual Meeting receiving the highest number of affirmative “FOR” votes will be elected as directors.

In accordance with our Corporate Governance Guidelines, any nominee for director in an uncontested election who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election must tender his or her resignation to the Board from the Board and all committees thereof, and the Nominating and Corporate Governance Committee shall assess the appropriateness of such nominee continuing to serve as a director and shall recommend to the Board the action to be taken with respect to such tendered resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days of the publication of the election results. Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

Recommendation of Our Board of Directors

Our Board of Directors unanimously recommends a vote FOR the election of each of the below Class I Director nominees.

Nominees For Class I Director (subject to re-election, terms to expire at the 2029 Annual Meeting)

The current members of our Board of Directors who are also nominees for election to our Board of Directors as Class I Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class I Director nominee for election at the 2026 Annual Meeting are as follows:

Patrick Maxwell

Mr. Maxwell has served on our Board of Directors since October 2012. Mr. Maxwell has followed a career in private equity investment management since 1991, initially working with the UK-based investment bank, Hambros. Amongst other deals he was involved with, Mr. Maxwell led Hambros’ co-investment alongside the Getty family in the founding of Getty Images. Mr. Maxwell also spent four years living and working in South Africa establishing an investment banking business for Hambros in that region. In May 2004, Mr. Maxwell began working with Mark Getty and the Getty family office, Sutton Place. Mr. Maxwell’s primary focus has been to build family wealth via long term business-building investments in the content-based media sector, including Getty Images, the Wisden Cricinfo group, 7 Digital, Hawk-Eye Innovations and Hakluyt & Co. Mr. Maxwell has also been involved in the oversight of Getty family interests in Wormsley Estate (the Getty family’s home and multi-activity rural estate in the UK) and in &Beyond (a South African-based luxury adventure travel and lodging business).

In addition to his board position at Getty Images, Mr. Maxwell has served on the board of directors of &Beyond since July 2007, the Management Committee of the Munywana Conservancy Controllers’ Association since July 2025 and the Board of Trustees of The Africa Foundation Trust since November 2014. Mr. Maxwell was a Trustee of the Royal Ballet School from 2000 to 2011, a Trustee and Investment Committee Chairman of the Henry Smith Charity, a £1 billion UK endowment-based grant-making charity, from 2011 to 2019 and a Director of the UK Tennis & Rackets Association from 2013 to 2018. Mr. Maxwell is a graduate of Oxford University and qualified as a Chartered Accountant with PWC in 1990.

We believe Mr. Maxwell is qualified to serve on our Board of Directors because of his significant investment and financial expertise, and his historical familiarity with our business and his extensive experience in the content-based media sector.

Jeffrey Titterton

Mr. Titterton has served on our Board of Directors since November 2022, currently serves as the Chief Marketing Officer of Stripe, Inc., and served as the Chief Operating Officer of Zendesk Inc. from April 2021 until November 2022. He previously served as Zendesk Inc.’s Chief Marketing Officer from October 2018 until April 2021 and its Senior Vice President, Marketing from May 2017 to October 2018. From January 2017 to May 2017, Mr. Titterton served as the Head of Global Campaign and Engagement Marketing for Adobe Inc., a software company, and as Head of Engagement Marketing, Creative Cloud, from August 2013 to January 2017. Prior to that, Mr. Titterton served as the Chief Marketing Officer for 99designs, a graphic design marketplace, from August 2011 to August 2013.

Mr. Titterton holds a B.A. degree in English with a concentration in economics from Cornell University.

We believe Mr. Titterton is qualified to serve on our Board of Directors because of his comprehensive public company experience and his extensive knowledge of ecommerce.

Thomas Walper

Mr. Walper was recommended for consideration to our Board of Directors by a third party advisor, vetted by our Nominating and Governance Committee and subsequently appointed to our Board of Directors on July 20, 2026. Mr. Walper has served as the President of Walper Advisory Inc. since March 2026, and previously spent nearly 30 years as a partner at Munger, Tolles & Olson LLP until March 2025. Mr. Walper also served as Head of Corporate Restructuring at Plainfield Asset Management; a hedge fund focused on distressed and opportunity investments. Mr. Walper is an accomplished executive, attorney, and board director with more than 40 years of experience guiding companies and creditors through complex financial restructurings and strategic transformations.

Since retiring from legal practice in 2025, Mr. Walper served on the board of 23andMe (formerly Nasdaq: ME) from March 2025 until December 2025, and has served on the board of subsidiaries of QVC Group Inc. (OTC: QVCAQ, QVCBQ, QVCPQ) since September 2025. Mr. Walper also serves on several private company boards. Mr. Walper is a Fellow of the American College of Bankruptcy and is widely recognized as a leading advisor in bankruptcy and restructuring. Mr. Walper holds a B.S. and M.B.A. from the University of Southern California and a J.D. from Loyola Law School.

We believe Mr. Walper is qualified to serve on our Board of Directors because of his experience as a board director.