Good afternoon, and welcome to Getty Images' Third Quarter 2025 Earnings Conference Call. Today's call is being recorded. We have allocated one hour for prepared remarks and Q&A. At this time, I'd like to turn the conference over to Stephen Kanner, VP of Investor Relations and Treasury at Getty Images. Thank you. You may begin.

Good afternoon, and welcome to the Getty Images 3rd Quarter 2025 Earnings Call. Joining me on today's call are Craig Peters, Chief Executive Officer, and Jen Layden, Chief Financial Officer. Before we begin, we would like to note that due to the ongoing regulatory review process, we will not be able to comment on the Q3 2025 Shutterstock operating results. We appreciate your understanding. This call will include forward-looking statements within the meaning of the Private Securities Litigation and Reform Act of 1995. These statements are subject to various risks, uncertainties, and assumptions, which could cause our actual results to differ materially from these statements. These risks, uncertainties, and assumptions are highlighted in the Forward-Looking Statements section of today's press release and in our filings with the SEC. Links to these filings and today's press release can be found on our investor relations website at investors.gettyimages.com. During our call today, we will also reference certain non-GAAP financial information, including adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA less capex, and free cash flow. We use non-GAAP measures in some of our financial discussions as we believe they represent our operational performance and underlying results of our business. Reconciliations of GAAP to non-GAAP measures, as well as the description, limitations, and rationale for using each measure can be found in our filings with the SEC. After our prepared remarks, we'll open the call for your questions. With that, I will hand the call over to our Chief Executive Officer, Craig Peters.

Thanks, Stephen, and thanks to everyone for taking the time to join us today. I'll begin with a high-level view of the quarter, after which Jen will dive into the details of our financial performance. Third quarter revenue for 2025 was $240 million, representing a slight year-over-year decrease of 0.2% and 2% on a currency-neutral basis. Adjusted EBITDA came in at $78.7 million for the quarter, down 2.4% reported and 4.4% on a currency-neutral basis, at a margin of 32.8% of revenue. Within the quarter, we posted growth in creative and declines in editorial. Creative was aided by normalization of premium access revenue allocations following the shift in 2024 consumption away from Creative and to Editorial, driven by the Paris Olympics. While Creative is in growth, we continue to see declines across agency customers consistent with prior quarters and commentary. Editorial declines are the result of a difficult compare given the same Olympics and the 2024 election cycle. These declines are partially offset by growth in entertainment and archives. We continue to see some revenues from AI data licensing in the quarter, but these were down from 2024, given the accelerated nature of revenue recognition for these deals. With that said, within the quarter, I was excited to realize some new opportunities within the AI landscape that more closely align with our traditional content licensing business. Within the quarter, we inked multiple deals to allow AI large language models and search experiences to utilize our content within their experiences to provide authentic, high-quality content in context. One of these agreements was a multi-year agreement with perplexity, and it includes commitments for both image credits and link bags. Another opportunity was within our custom content business, where we create content specific to customer needs. In this case, a business leveraged our expertise and our network of global contributors to create training content specific to their needs. In each instance, Getty Images is doing what it has always done so well, providing high-quality content to customers to enhance their offerings at scale and on an economic basis. We see more opportunity here. On the merger front, the UK's Competition and Markets Authority, the CMA, has referred the proposed merger of Getty Images and Shutterstock to a Phase II review process. We were disappointed to receive this notice, as we do not believe the transaction in any way reduces competition or harms customers or suppliers, and we offered comprehensive remedies to avoid a Phase II review. This transaction is about the delivery of cost synergies and the resulting benefits they provide. The parties remain 100% committed to the transaction and to working with regulators in the UK and US to secure the necessary approvals. However, the realities of this process push any close into 2026. Elsewhere on the legal front, we received a judgment for our UK litigation against Stability AI, which ruled in favor of Getty Images on our trademark infringement claim, confirming that inclusion of our trademarks in AI-generated outputs infringed those trademarks, and that the responsibility for infringing outputs rests with stability versus the end user. This is a win for rights holders everywhere. While we were unsuccessful on the secondary infringement claim and dropped the training claim ahead of trial due to lack of clarity on the location of such training, the ruling affirmed Getty Images copyright-protected works were used to train stable diffusion. We will be taking forward these findings of fact into our U.S. case where we refiled our case to California due to delays in Delaware, and the court is now reviewing motions. We are also evaluating an appeal in the UK. And with that, I will turn it over to Jen to take you through the more detailed financials.

Our Q3 results broadly reflect the quarterly cadence we anticipated, with headwinds from our comparers against a very strong editorial calendar in Q324, yielding an expected flattening of growth in the back half of 2025, beginning with Q3. While those year-on-year comparisons impacted our reported results, we continued to see strong growth in our subscription business and a return to an adjusted EBITDA margin north of 32%, even as we continue to navigate declines in our agency business and a broadcast and production business that has yet to return to its pre-Hollywood strike performance level. Q3 revenue was $240 million, essentially flat on a reported basis, and down 2% on a currency neutral basis. Included in these results are certain impacts of the timing of revenue recognition, which contributed approximately 410 basis points to Q3 growth. Also, as expected, we saw the comparison to a very strong editorial event calendar in Q3 of 2024 impact some of our reported year-on-year results and metrics this quarter, and I'll highlight a few of those items here. Annual subscription revenue was 58.4% of total revenue, up from 52.4% in Q3 of last year, representing year-on-year growth of 11.2% or 9.3% on a currency-neutral basis. This growth was driven primarily by premium access, or PA, which makes up just over one-third of our total revenue, and grew 17% or 15% currency neutral. Our PA performance benefited from a large renewal in the quarter, which represented a meaningful upsize in scope and term for this customer, a testament to the continued demand for our content. We added 6,000 active annual subscribers to reach 304,000 in the Q3 LTM period, representing growth of approximately 1.7% over the comparable 2024 LTM period. Annual subscriber growth was driven by Unsplash Plus, with gains partially offset by iStock, where we continue to see some impact from the discontinuation of our free trial customer acquisition program in June 2025. The annual subscription revenue retention rate was 90.3% in the Q3 LTM period, compared to 92.2% in the corresponding 2024 period and 93.4% in the Q2 LTM period this year. The year-on-year decline primarily reflects the absence of major political, sporting, and certain one-time events that boosted a la carte subscriber spend in 2024. Paid downloads were down slightly at $93 million in the Q3 LTM period, while our video attachment rate was flat at 16.4%. Creative revenue was $144.9 million for the quarter, up 8.4% year-on-year and 6.4% on a currency-neutral basis. The $11.2 million increase was primarily driven by premium access revenue, which included a multi-year agreement signed in the third quarter with significant upfront revenue recognition. In addition, subscriber download patterns in the prior year period, which benefited from a robust event calendar, skewed allocation of revenue more toward editorial than creative. With no comparable events of similar magnitude in Q3 2025, download trends returned to historical allocation levels. Combined, the impact from the upfront revenue recognition and the shift in download patterns were the primary contributors to the year-over-year growth in creative this quarter. We also had gains across video, Unsplash Plus, and custom content, while agency headwinds persisted. Agency, which sits entirely within creative, declined 22% year-on-year, reflecting ongoing macro uncertainty, but also reflects the headwind from the year-on-year compare to a stronger Q3 in 2024 for agency, driven again by the 2024 editorial event calendar. Editorial revenue was $89.3 million, down 3.7% year-on-year and 5.6% on a currency-neutral basis. The performance was driven by double-digit decreases in news and sports, which face tough comparisons due to a strong event calendar in 2024. This was partially offset by growth in entertainment and in archive. Other revenue was $5.8 million, down from $14.1 million in Q3 24, due to the timing of prior year revenue recognition for creative content deals, which included some level of AI rights. As Craig noted, our pipeline for these types of deals remains healthy in 2025. And despite some quarterly top line variability that comes with these types of deals, we expect full-year revenue from these deals to be approximately 2% to 3% of total revenue, as we previously shared. From a geographic perspective, on a currency-neutral basis, we saw a growth of 0.8% in the Americas, our largest region. Wallaemia was down 4%, and APAC was down 10.8%, due primarily to declines in agency. Revenue less our cost of revenue as a percentage of revenue remains strong at 73.2% compared with 73.4% in Q3 of 2024, with that year-on-year slight variability due largely to product mix. SG&A expense was $101 million, up $0.9 million year-on-year, with our expense rate increasing to 42.1% of revenue from 41.6% last year. Excluding stock-based compensation, SG&A increased to $97 million in the quarter, or 40.4% of revenue, up from $95.8 million, or 39.8% of revenue in Q3 of 2024. This increase in SG&A relates primarily to $3 million of professional fees tied to the acceleration of our SOX compliance efforts, and $1 million for the ongoing litigation with Stability AI. We have previously shared that we expect approximately $8 million of SOX acceleration costs in 2025, with approximately $5.4 million of that incurred year-to-date through Q3. Adjusted EBITDA was $78.7 million for the quarter, down 2.4 percent or 4.4 percent on a currency-neutral basis. Adjusted EBITDA margin was 32.8 percent compared to 33.5 percent in Q3 2024. Excluding the impact of accelerated SOX compliance and litigation costs, our adjusted EBITDA margin would have been 34.5%. CapEx was $14.7 million in Q3, up $2.2 million year-over-year. CapEx as a percentage of revenue was 6.1% compared to 5.2% in the prior year period, but still well within our expected range of 5% to 7% of revenue. The year-on-year increase reflects the timing of payments for routine CapEx spends. Adjusted EBITDA less CapEx was $64 million, down 6.1% or 8.1% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 26.7% compared to 28.3% in Q3 2024. Free cash flow was $7.9 million compared to negative $1.8 million in Q3 2024. The increase in free cash flow reflects changes in working capital, primarily due to the timing of receivables and payables. Free cash flow is stated net of cash interest paid of $26.2 million, a decrease of $14.6 million over the prior year. Cash taxes paid in the quarter were $9 million, a decrease of $1.3 million over Q3 of 2024. We finished the quarter with $109.5 million of balance sheet cash, down $0.3 million from the Q3-24 ending balance, and down $0.7 million from Q2 of 2025. We also have a $150 million revolver that remains undrawn. As of September 30th, we had total debt outstanding of $1.38 billion, which included $540 million of 11.25% senior secured notes, $503 million of Euro term loan converted using exchange rates as of September 30, 2025, with an applicable rate of 7.94%. $40 million of USD term loan at 11.25% fixed rate, and $300 million of 9.75% senior unsecured notes. Our net leverage was 4.3 times at the end of Q3, compared to 4.2 times in Q3 2024. The slight uptick in net leverage primarily reflects the impact of the weaker dollar on the value of our Euro term loan debt, partially offset by an improvement in the trailing 12-month adjusted EBITDA. We had a busy third quarter with respect to financing transactions, all executed with an eye to our pending merger with Shutterstock. In October, we completed an exchange offer to extend the maturities on our senior unsecured notes. replacing 294.7 million of 9.75% notes due March of 2027 with new 14% senior unsecured notes now due in March of 2028. The new notes are prepayable at par until the original maturity date or for six months following the close of the merger. In addition, we issued $628.4 million of new 10.5% senior notes due 2030 to fund the estimated merger cash consideration, refinance existing shutterstock debt, and to cover anticipated merger-related fees and expenses. The proceeds from this financing will remain in escrow, subject to the closing of the merger. While in ESPRO, the financing carries an approximate net interest cost of $3.5 million per month. We opted to execute this financing sooner rather than later so we could be poised for transaction close once we clear regulatory approval and also to allow for management focus to pivot to integration planning and to operating our stand-alone business in the interim. Considering the foreign exchange rates and applicable interest rates on our debt balance as of September 30th, factoring in the quarterly amortization payment on the Euro term loan and the impact of the exchange offer, our estimated cash interest expense for 2025 is $127 million. The first cash interest payment related to the merger financing currently held in escrow will be in May of 2026. Now turning to our outlook for the full year of 2025. Taking into consideration our financial performance year-to-date and assuming full-year FX rates with the euro at 1.12 and the GDP at 1.32, compared to the euro at 1.10 and the GBP at 1.30 previously, we are updating our reported revenue guidance range to $942 million to $951 million, representing year-on-year growth of 0.3% to 1.2%, or a decrease of 0.5% to growth of 0.5% on a currency-neutral basis. Our guidance reflects approximately 6.5 million positive impact from FX for the full year, which includes an estimated 4.3 million benefit in the fourth quarter. We are also updating guidance on our adjusted EBITDA range to $291 million to $293 million, which translates to a year-on-year decrease of 3% to 2.3% or 4.1% to 3.3% currency neutral. Included in the adjusted EBITDA expectation is an approximate $3.5 million tailwind from FX in 2025, including an estimated $1.7 million benefit in the fourth quarter. Please note this guidance reflects the anticipated impacts of the odd-year-versus-even-year editorial event calendar comparisons largely impacting the second half of 2025, as well as some continued lag in a return to pre-Hollywood strike production levels. On the cost side, our guidance continues to include approximately $8 million in one-off increases in SG&A for SOX acceleration efforts, including $2.5 million expected in the fourth quarter of 2025. The updated adjusted EBITDA guidance also reflects the benefits from our disciplined approach to managing our costs in the current environment. Please note all other merger-related costs are excluded from this guidance, as they are considered one-time in nature and therefore excluded from adjusted EBITDA. Finally, any potential broader impacts which may result from tariffs and other global macroeconomic conditions remain unknown and may not be fully reflected in this guidance. With that, operator, please open the call for questions.

At this time, if you would like to ask a question, please press the star and 1 on your telephone keypad. You may withdraw yourself from the queue at any time by pressing star 2. We'll move first to Ron Josie with Citi. Your line is open.

Hi, this is Jake Halleck on for Ron Josie. Thanks so much for taking our questions. First, Craig, could you take a step back and unpack for us Getty's key AI initiatives in the quarter and how they tie back to your overall AI strategy and potential impacts to 26 revenue? In particular, we'd really like to better understand the structure and benefits of the Perplexity Partnership. And then with respect to iStock, I think you highlighted bundling those AI capabilities directly into the subs. Are you seeing that drive new customer acquisition, retention, or upsell? And then I have a follow-up, so let's just start there.

Okay, thanks, Jay. Well, obviously, I can't get into the specifics of the perplexity deal. It's confidential on nature. But it is a licensing deal, very similar to other licensing deals that we've done traditionally with technology platforms that leverage our content within their product offering. So, you know, we think it's one of many that are out there, as I mentioned. We did multiple of those in the quarter, and given the volume and investment that's going in, the volume of these large language models and the investment that's going in, we think that could be something that could develop into a material revenue stream for the company. With respect to the bundling, yeah, one of the things that we talked about, you know, in our last call was bundling the generative AI, most notably modifications for our customers, so they get more value out of our pre-shut content. And that's what we've been observing in terms of their utilization of our AI capabilities prior to that bundling. That is a strategy that is ultimately focused in on, you know, providing value to our customers, our existing customers. We think that they are getting value out of it when we talk to them. We expect that that will show up over time in our renewal rates across that subscription business. and we're happy to make those tools available to our existing customers. From a new customer standpoint, we continue to see that our content and the value delivered through our pre-shot content is the primary driver, but we'll see how that evolves over time. But it's too early to give you anything with respect to 20 minutes. But those are the two primary kind of fundamentals of our kind of AI strategy with respect to customer facing. Clearly, we continue to do some level of data licensing for AI training to third-party platforms, and that continues. So that's kind of the third revenue leg of the AI. and then obviously we're deploying AI within our cost base and within our functions across the business to better operationalize the business and drive efficiency.

That's helpful. And then just quickly, Jen, on the results, in terms of the customer segments, you gave good details on agency, 22%, down 22% in the quarter. Could you dive a little deeper into the health of the corporate and media customer segments, and in particular on media, maybe just double-click on what you said about the Hollywood strikes, like we're not seeing production come back to those pre-strike levels. So just want to better understand how those other segments are faring. I know you've mentioned corporate retention rates in the past have been north of 100. So just want to get a sense of the health on those two segments.

So, hey, Jake. So within media, in Q3, media was in decline about 3%. But broadly speaking, within media itself, the only segments, you know, there's many sub-segments within media, the only sub-segments within media that were in decline were still those sort of broadcast and production segments. So, you know, we're still seeing those production, you know, film segments, sub-segments inside of that broad media space in decline. Not quite the levels of decline, of course, that we saw in the height of the dual strike period. But, you know, they're not back, certainly not back to pre-strike levels. And in this quarter, we did see them in decline. So that's what we're referencing there. Corporate, this quarter we did see in a slight decline, but broadly speaking, you know, that remains a growth segment for us. By far the largest portion of our revenue base, you know, approaching 60%. That is the portion of the business where we see, you know, both SMBs and enterprise. You are correct. When we think about those enterprise customers, we still see those customers in the 100%, close to 100% retention level. So a very, very healthy portion of our business.

Oh, thanks. Appreciate the call.

We'll take our next question from Mark Guttewitz with Benchmark. Your line is open.

Thank you. Hi, Craig and Jen. Question on premium access subscription retention. I'm just curious what that was in 3Q versus 2Q, and how does the rest of the subscription business compare with that a follow-up?

Yeah, hey, Mark. This is Craig. It's not a statistic that we offer out into the market, but our premium access is our, first of all, it's our largest subscription offering that we have out in the market. It represents roughly about a third of the company revenue. And the retention rates on that are our highest levels across all of the subscriptions that we offer, and that's held consistent over time. So we haven't seen any variability, you know, within this year, Q2 to Q3, nor have we seen any variability, you know, over years in recent periods. That continues to be an incredibly durable offering for our customers. As you move down the subscription stack, most notably into iStock or into Unsplash, we see higher levels of churn there. Obviously, they're focusing in on small businesses and freelancers, those two brands respectively. And so you see more in and out of that subscription. but still healthy relative to other subscription offerings that would target those same customers. So our subscription business continues to perform well. As Jen referenced in her remarks, we're continuing to see high utilization of those subscriptions as demonstrated through the paid download side of things. And we continue to see, you know, retention really strong with historical, you know, kind of benchmarks across each and every subscription. But that premium access one is, you know, the strongest at the top of the ladder. Jen, anything that you would add?

No, you just broke up a bit for me there, Mark. I wasn't sure. Were you asking premium access or the annual subscription revenue retention rate overall compared to last quarter?

No, that was it. Craig covered it. So, we'll be there. You're welcome. Maybe one follow-up. Just in terms of creative, what customer cohorts drove the sequential recovery there? And how should we think about fourth quarter compares either sequentially or year-over-year?

Yeah, well, both Jen and I touched on this. And I wouldn't read too much into the creative growth within Q3. Last year, I don't know if you remember, Mark, but we talked about kind of the creative decline in Q3 of last year because of the premium access allocation between creative and editorial. And as the editorial consumption went up because of things like the Paris Olympics, the allocation of premium access revenues to creative went down. And that created a bit more of a negative impact on creative. Well, the reversal of that this year, right? We don't have a Paris Olympics, and it isn't creating that level of consumption shift. So we benefit on a year-over-year compare basis, but as both Jen and I referenced, you know, our agency business continues to be in decline. And that is, you know, something that has been the primary pressure point against the creative business is really the agency portion of our business. And that kind of performance was, you know, I'd say consistent to where on an event adjusted basis, because again, we do generate some agency business as a result of things like the Olympics where sponsors do activation on an event that's been fairly consistent. So we're seeing the business kind of continue as it did in Q2 on the creative side of things, which is, you know, a bit soft, and that softness focused in on the agency portion of the business.

Yeah, and I'm just going to add a little bit more context there. That PA mix shift that Craig mentioned and we both mentioned in our remarks, that's about, you know, creative growth, Discord on a currency mutual basis, about half of that growth came from that year-on-year comparison with that mix shift flipping back to what we know to be the historical allocation between creative and editorial. So that's just sort of that business kind of right-sizing back between creative and editorial. So that's about half of that growth coming from that normalization flipping back. And then we mentioned we had, you know, a deal hit creative this quarter, which is a great deal for creative that came with some really healthy upfront revenue recognition. And that, you know, a little less than half of creative's growth came from that. So, you know, again, a legitimate bump in creative growth for the quarter, but a bit of a skewing of of creative performance in the quarter as a result of that upfront revenue recognition. So to Craig's point, as you think forward to Q4, you know, probably puts us back to, you know, very, very low single digit growth for creative in, in Q4 when you think about those agency drags continuing into Q4.

Got it. Thank you.

You're welcome. And it does appear that there are no further questions at this time. I would now like to turn it back to Stephen Kanner for any additional or closing remarks.

Thank you again for joining us today and for your continued interest in our company. As always, our team is available to follow up on any additional inquiries you may have after the call. We look forward to staying connected and updating you on our progress in the quarters ahead. Have a great day.

This does conclude today's program. Thank you for your participation. you may disconnect at any time and have a wonderful afternoon