Good afternoon, and welcome to Getty Images' fourth quarter and full year 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 would like to turn the conference over to Stephen Kanner, Vice President of Investor Relations and Treasury at Getty Images. Thank you. You may begin.

Good afternoon, and thank you for joining our fourth quarter and full year 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 fourth quarter 2025 Shutterstock Operating Results. We appreciate your understanding. This call will include forward-looking statements within the meaning of the Private Securities Litigation 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 for 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 will touch on Q4 and the full year 2025 business performance and progress before Jen takes you through the full results in more detail and our 2026 outlook. I want to start by speaking to the big picture. 2025 was the 30th anniversary for Getty Images, and it was a strong year for the company. We delivered record revenue with growth across creative and editorial. We strengthened our recurring revenue base and expanded our long-term partnerships. In a year marked by volatility in the broader market, our performance demonstrates the durability of our business model, powered by high-quality content, deep customer relationships, exclusive partnerships and access, and a diversified revenue mix. For the full year, we delivered revenue of $981.3 million. Again, that is a record, representing year-on-year growth of 4.5% and 3.8% on a currency-neutral basis. We delivered adjusted EBITDA of $320.9 million and a margin of 32.7%. Both revenue and adjusted EBITDA are well above the high end of our guidance. In the fourth quarter, we grew revenue of $282.3 million, representing year-over-year increase of 14.1% and 12.7% on a currency-neutral basis. And, The top-line performance was accompanied with strong profitability, with adjusted EBITDA rising to $104.1 million, up 29.1% reported, and 27.2% on a currency-neutral basis, at a margin of 36.9%. Within the quarter, we delivered across all revenue categories. We executed really well across the quarter to deliver a solid foundation of revenue. On top of this foundation, we secured two significant multi-year licensing agreements in the quarter. One deal is with a major social platform that included display rights of our pre-shot visual content across creative and editorial. The other deal with a large AI company covering use of our data and creative content. Both agreements include meaningful accelerated revenue components, but they also add downstream recurring revenue streams, which are additive to our core. Throughout 2025, we continue to invest in and benefit from our unique assets. award-winning talent, prestigious partnerships, unparalleled access, deep expertise across our teams and exclusive contributors, comprehensive coverage and archive, long-standing customer relationships, and a high-quality e-commerce offering. These are the foundations of our durable business and what sets Getty Images apart in terms of our offering and our results.

We renewed key partnerships with organizations such as AFP, NASCAR, and the NHL.

We increased our total annual subscription revenues to more than 54%. We grew Unsplash Plus by more than 30% to more than 50,000 subscribers. We grew custom content by more than 20% and tapped into new growth opportunities in video and custom AI training sets. We executed new foundational recurring licensing models through integration of our content into large language models and social media. The unique capabilities of Getty Images were on display at the Milano Cortina 2026 Olympic Winter Games last month. I had the true privilege of witnessing our unparalleled operation. 120 photographers, editors, and editorial operational experts who leverage deep sports knowledge and proprietary technology to capture and distribute more than 6 million images, many of those reaching the customer before the broadcast reaches its audience. Our team continues to push creativity boundaries, using new techniques and technologies to produce truly original imagery. One standout example featured photographers shooting with vintage Graflex cameras, echoing the equipment used when Cortina last hosted the games in 1956, and our customers loved it. Combine this with our rich archives, and Get Images provides our customers with all they needed to tell powerful editorial and commercial stories about these games. Our commercial team was on the ground, delivering best-in-class service to the International Olympic Committee and its family of partners and sponsors, including Allianz, Airbnb, Coca-Cola, Procter & Gamble, Visa, AB InBev, and Samsung Electronics, to name a few. Events like the Winter Games continue to demonstrate why global partners rely on Getty Images' content and solutions to support them in achieving their strategic storytelling aims, and why our editorial business remains a durable and essential revenue driver. In product, we remain focused on making it even easier for our customers to discover our high-quality content. As you will recall, we previously invested in machine learning capabilities that enable natural language search across our creative library. We are now extending those capabilities to our editorial offering, with testing producing promising results thus far. These investments not only improve customer experience, they reinforce our long-term competitive advantage and support stable, recurring revenue across our subscription and enterprise customer base. To update on the merger, the transaction is now cleared without condition in all jurisdictions except for the UK. In its phase two interim report, the CMA, the UK regulatory body reviewing the transaction, narrowed their concern to the UK editorial market. We vigorously disagree that this transaction would have any negative impact on the UK editorial market. In fact, we believe this will benefit UK customers. With that said, we are pragmatic given the extremely limited importance of Shutterstock editorial to this overall transaction. As a result, we offered the CMA remedies that we believe more than addressed their concerns and could be quickly executed post-closing. Subsequent to our submission of proposed remedies, we were disappointed to learn the CMA was extending their timeline to deliver the final report by an additional eight weeks. We now expect a decision in June. With all that said, we enter 2026 in our 31st year with momentum coming out of 2025. A strong pipeline of long-term deals and a continued customer demand for high-quality coverage and visual content. Our diversified revenue base, premium content and services, and trusted brands position us to perform consistently, even as the broader market experience variability. We remain focused on delivering our differential offering, which makes Getty Images the partner of choice now and into the future. I'm more excited than ever for what lies ahead. And with that, I'll turn the call over to Jen to take you through

the more detailed financials. With both revenue and adjusted EBITDA landing well above the high end of our guidance, we ended 2025 with incredible momentum and a reaffirmation of the strength of our business and the value of visual content. Q4 revenue was $282.3 million, up 14.1%, or 12.7% on a currency-neutral basis. Full-year revenue of $981.3 million was up 4.5%, or 3.8% on a currency-neutral basis. As Craig just mentioned, this full-year revenue performance is a new record. This is the highest annual reported revenue this company has seen in its over 30 years of existence, a fantastic achievement that is a testament not only to the power of our content, but also to the hard work and dedication of our employees across this business. Q4 results include approximately $40 million of revenue recognized from the two new multi-year licensing agreements Craig mentioned. In accordance with Generally Accepted Accounting Principles, or GAAP, these deals had heavier accelerated revenue recognition in the quarter with revenue allocated across creative, editorial, and other revenue as a result of the content included in those deals. However, these deals combined have a total deal value of approximately $65 million, spanning the multi-year life of the agreements, which creates a future revenue stream beyond Q4. These deals have combined cash impacts of $15 million in 2025, $20 million in 2026, and the balance then spread evenly across the remainder of the deal terms. Given the magnitude of these deals and the accelerated revenue recognition in Q4, there is impact across most of the financial metrics we typically comment on each quarter. I'll do my best to highlight wherever there was an especially material impact. Also included in our results are certain other impacts of revenue recognition timing, which reduced Q4 revenue growth by approximately 170 basis points, however, increased the full year growth rate by 160 basis points excluding the impact of the two large deals and other timing elements q4 and full year revenue would have been down point seven percent or two point one percent currency neutral and down one point four percent or two percent currency neutral respectively while our agency business remains challenged as expected both corporate and media return to growth in the fourth quarter with good momentum as we exited the year corporate was particularly strong with growth over 25% in Q4 fueled by gains across most of our sub industry segments and benefiting from the impact of those two larger multi-year deals media was in low single-digit growth in Q4 including positive performance in our broadcast and production segment which was the segment weakened most by the dual Hollywood strikes as well as the LA fires. Geographically, the Americas region, which is where the majority of the revenue from the two large deals was recorded, was up 20.8 percent in Q4 on a currency-neutral basis. EMEA was up 6.1 percent, and APAC was down 13 percent, due primarily to challenges in the agency business. Annual subscription revenue grew 1% year-on-year and was essentially flat on a currency-neutral basis, with premium access, our largest subscription, up 4.1% in Q4 or 5.3% currency-neutral. Annual subscription revenue was 48.6% of total revenue in Q4, compared to 54.9% in the prior year, with that step back due to the fact that neither of the two large deals are included in subscription revenue. So we see a formulaic step back here only. This is not in any way an indication of the health of our subscription basis. In fact, excluding impact from those deals, annual subscription revenue mix was 56.6%, meaningfully up from 54.9% in Q4-24. Active annual subscribers totaled 278,000 in the Q4-LTM period, compared to 314,000 in the comparable 2024 period. The decline was driven by iStock, where we continue to see some impact from the June 2025 discontinuation of our free trial customer acquisition program. However, Getty Images' annual subscriber counts remain stable, and we continue to see Unsplash Plus subscriber counts grow. The annual subscription revenue retention rate was 89.9% for the Q4 LTM period, compared to 92.9% in the corresponding 2024 period. 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 $92.1 million, and our video attachment rate was 15.9% in Q4 LTM. Both metrics relatively flat to the prior year period. Q4 creative revenue was $149 million, up 4.6% year-on-year and 3.1% on a currency-neutral basis. The increase was primarily driven by the impact of the accelerated revenue from the two larger deals, but also reflects growth across premium access, Unsplash Plus, and custom content. These favorable impacts outweighed a continuation of challenging agency trends, which were a drag on creatives, with agency declining 16% in Q4. For the full year, creative revenue was $556.9 million, up 0.7% or 0.2% currency neutral. For our editorial revenue, it was $109.4 million, up 21.4% year-on-year and 19.9% on a currency neutral basis. All four editorial verticals, news, sport, entertainment, and archives, were in year-on-year growth, even while up against the challenging year-on-year compare driven by the 2024 election year. This strong editorial performance was driven in part by contribution from the two large deals, as well as strong growth in assignments, which were up 20.1% year-on-year, or 18.3% currency neutral. For the full year, editorial revenue was $369.6 million, an increase of 6.9%, or 6.1% currency-neutral, with, again, growth across all four verticals, reflecting our outstanding coverage of more than 160,000 events annually and authentic historical visual content that only Getty Images can deliver. Q4 Other Revenue was $23.9 million, an increase of $9.1 million from Q4 24, primarily due to the impact from the two large deals. For the full year, other revenue was $54.8 million, up 35.2% on a reported and currency neutral basis. Revenue less our cost of revenue as a percentage of revenue was strong at 74.8% compared with 73.5% in Q4 2024. And for the full year, 73.4% up from 73.1% in 2024. with the year-on-year increase due largely to product mix. Q4 SG&A expense was $111.6 million, up $6.1 million year-on-year, with our expense rate decreasing to 39.5% of revenue from 42.7% last year, with the rate favorability driven by strong revenue performance. For the full year, SG&A increased by $8.2 million to 42.4% of revenue, down from 43.4% last year, with that decrease in rate again primarily driven by the increase in revenue. Excluding stock-based compensation, SG&A was $107.1 million in the quarter, up $6 million year-on-year due primarily to approximately $2.5 million of professional fees tied to the acceleration of our SOX compliance efforts and higher incentive compensation expense tied to strong financial performance. As a percentage of revenue, adjusted SG&A decreased to 37.9% of revenue from 40.9% of revenue in Q4 2024. For the full year, adjusted SG&A increased by $13.2 million to $399.1 million, or 40.7% of revenue, compared to 41.1% of revenue in the prior year. For the full year, SG&A included $7.8 million of SOX acceleration costs as expected, and $9.9 million of fees related to our ongoing AI litigation. Q4 adjusted EBITDA was $104.1 million, up 29.1 percent or 27.2 percent on a currency neutral basis. Adjusted EBITDA margin was 36.9 percent compared to 32.6 percent in Q4 2024. For 2025, adjusted EBITDA was $320.9 million, up 6.9 percent reported and 5.8 percent on a currency-neutral basis. Adjusted EBITDA margin was 32.7 percent, compared to 32 percent in 2024. Excluding the impact of accelerated SOX compliance costs and litigation costs, our full-year adjusted EBITDA margin would have been 34.5%. These outstanding profitability results reflect not only our record revenue performance, but also our company's long-standing demonstrated ability to manage costs and maintain fiscal discipline. CapEx was $13 million in Q4, a decrease of $2.1 million year-over-year. CAPEX as a percentage of revenue was 4.6% compared to 6.1% in the prior year period, with that rate favorability due not only to the decreased spend but also to strong Q4 revenue delivery. For the full year, CAPEX was $59.5 million, up $2.1 million year-over-year, representing 6.1% of revenue consistent with the last year and within our expected range of 5% to 7% of revenue. Adjusted EBITDA less CAPEX was $91.1 million in Q4, up 39.1% or 38.3% on a currency-neutral basis. Adjusted EBITDA less CAPEX margin was 32.3% compared to 26.5% in Q4 2024. For the full-year adjusted EBITDA list capex was $261.3 million, an increase of 7.6% or 7% currency neutral. Free cash flow was $7.7 million in Q4 compared to $24.6 million in Q4 2024. The decrease in free cash flow reflects higher cash interest expense of $45.1 million in Q4, an increase of $22.4 million over the prior year. Cash taxes paid in the quarter were $11.9 million, down from $13.3 million in Q4 2024. For the full year, we generated $5.7 million in free cash flow compared with $60.9 million in 2024, with that full year decrease primarily driven by an increase in cash paid for merger-related expenses. We finished the year with $90.2 million of balance sheet cash, down $31 million from Q4 24, and down $19.4 million from Q3 of 2025. The decrease in cash year-on-year is due to $45.7 million of merger-related expenses, including $12.5 million in Q4, as well as $36.4 million of refinancing-related fees paid during the year, with $19.6 million paid in the fourth quarter. As of December 31st, we had total debt outstanding of $2.01 billion, which included $628 million of 10.5% senior secured notes issued in Q4 to fund our pending merger, with the proceeds held in escrow. 540 million of 11.25 percent senior secured notes 497 million euro term loan converted using exchange rates as of december 31st 2025 with an applicable rate of 7.94 percent 295 million of 14 percent senior unsecured notes 40 million of usd term loan at 11.25 fixed rate and 5 million of 9.75 percent senior unsecured notes we also have 150 million revolver that remains undrawn giving us access to 240.2 million of total liquidity as of december 31st Our net leverage was 4.0 times at the end of Q4, compared to 3.97 times in Q4 of 2024. Considering the foreign exchange rates, applicable interest rates, and mandatory amortization on our debt balances as of December 31st, 1st, our estimated cash interest for 2026 net of interest earned on cash held in escrow is $188 million. Please note the first cash interest payment related to the $628 million of merger financing currently held in escrow is due in May of 2026, and the full year 2026 cash interest estimate includes a second payment due on the merger outside end date of October 6. In summary, we are incredibly proud to have closed the year with a financial performance that meaningfully exceeded our guidance and reflects the value we continue to provide for our customers. We look forward to building on this momentum in 2026 with the added tailwind of a strong editorial events calendar, which culminated with us doing what we do best at the Winter Olympics. With that, let's turn to our full year outlook for 2026. We anticipate revenue of $948 million to $988 million, down 3.4% to up 0.6% year-over-year, and down 4.5% to 0.5% currency neutral embedded in this guidance is an assumption for fx rates with the euro at 1.17 and the gbp at 1.34 which implies a tailwind on revenue of 11.2 million of which approximately 7.5 million is expected in the first quarter we expect adjusted ebitda of 279 million to 295 million down 12.9 percent to 8.1 percent year-over-year and down 13.9 percent to 9.1 percent currency neutral included in the adjusted ebitda expectations is a similar cadence for estimated fx impact with an approximate 3.6 million tailwind in 2026 of which approximately 2.2 million is expected in the first quarter please note the anticipated decline in revenue and adjusted evita is entirely attributable to the timing of revenue recognition for the two large multi-year licensing agreements signed in q4 of 2025. this accelerated revenue impact creates a challenging comparison for 2026 especially in q4 and more than offsets the anticipated tailwind from the even year editorial calendar excluding the 40 million of accelerated revenue recognized in q4 our full year 2026 revenue outlook would reflect expected growth up 0.7 percent to 4.9 percent year-over-year, or down 0.5% to up 3.7% currency neutral. And our adjusted EBITDA would be down 2.4% to up 2.9% or down 3.6% to up 1.7% currency neutral. So the emphasis here is that absent the impact of those challenging year-on-year comps our core business is indeed expected to be in growth on the cost side our guidance includes approximately 5.6 million in one-off increases in sgna for continued socks compliance acceleration efforts please note all other merger related costs are excluded from this guidance as they are considered one-time in nature and therefore are excluded from adjusted EBITDA finally any potential broader impacts which may result from global macroeconomic conditions remain unknown and may not be fully reflected in this guidance with that operator please open the call for questions thank you and if you would like to

ask a question, please press star one on your keypad. To leave the queue at any time, press star two. Once again, that is star and one to ask a question. And we will pause for just a moment to allow everyone a chance to join the queue. We'll take our first question from Ron Josie with Citi. Please go ahead. Your line is open. Great. Thanks for taking the question. Maybe

Let me, Craig and Jennifer, talk just a little bit more about the licensing deals. Clearly, these had a lot of impact on the quarter, pretty exciting to hear about who you're partnering with. So we'd love to hear more insights on just the business applicability of it and how you're thinking about these licensing deals longer term. Should we expect more to come? And then on the subscription side of the business, Jen, you laid out some great examples to why subscribers did what they did. But can you just help us a little bit more on how active annual subs declined as much as they did? And then a little bit more on retention rates, please.

I'll take the first, Ron, and then pass to Jen on the subs question. So on the deals, I can't go into – obviously, there's confidentiality associated with those agreements, so I can't give you much more detail here. But what I think is interesting to me is it speaks to really two elements, is the relevance of our content on social media and that being a driver of one of those deals, both on the creative and the editorial side of things, and the relevance of our content through large language models, again, both creative and editorial. And so as this world continues to evolve and move forward, you know, it reinforces something I've said for a long time, which people are still going to need high quality pre-shot content. They're still going to need a window into the world that we cover on an editorial basis. They're still going to care about, you know, what's happened and celebrate the past. and they're going to continue to reach audiences in an impactful way, in an authentic way. So we'll be talking probably a little bit more about some of these deals in the future. I would say I continue to see a lot of opportunity across those two spheres. And we're focused in on delivering more deals within those two spaces, again, And we know that there's demand for our content within those spaces. So, yeah, I think we will see more of that as we go forward. Hopefully, we won't put Jen through too many gyrations on having to speak to with and without those numbers, given the acceleration. But they're good things to have at the foundation of this business, and they speak to the long-term demand. Jen, you want to pick up on the sub side of things?

Yeah, sure. So for the step back in active annual subscribers, that's almost entirely due, Ron, you might recall, we ended our free trial client acquisition program back in June of 2025. So we're still sort of cycling through the impact of exiting that program. So that decline is really attributable to that change and ceasing that program. On the revenue retention rate, setback there is sort of a few different individually smaller items that are really driving that decrease. So there's a difference year on year just in terms of the editorial event revenue. And when you get, you know, some of those big events, those are cycles where you see subscribers spend outside of their subscription. So the decrease in that editorial event revenue has an impact on that, you know, expansion of subscription spend outside of the subscription that's driving a bit of a decline there. There are several sort of events, one-off events, you know, some of them in the entertainment space where we would have gotten one-off licensing deals that, again, drive that spend outside of a subscription for an annual subscriber. So that is a bit of a drag there year on year. And then to the extent we still have growth, you know, in our smaller e-commerce subscriptions, which we do, you know, even with that pretrial program being ended, those do come with lower revenue retention rates. So that continues to be sort of a bit of a downward impact on that annual revenue retention rate. So there's a few items in there. we still believe that this rate will come back into the low to mid-90s, as we've said. When that will be, it's likely to be, you know, we'll start seeing that once we fully cycle through the one-year anniversary of that free trial exit. So call that sometime Q2, Q3, more likely is when we really should fully cycle out of that impact.

Thanks, Jen. I would just add to Jen's comments that, you know, the renewals that we're seeing, run both from a volume and a revenue renewal rate are entirely consistent. So you're just seeing some mixed changes within the business and then some spend outside of the subscriptions. But the retention rate of these customers across Unsplash and iStock and Getty Images has been really consistent and predictable. And so that's another real positive sign for the business.

Got it. Thank you very much.

Thank you. We will move next to Alex Levine with Benchmark. Please go ahead. Your line is open.

Hi, Craig and Jen. This is Alex on for Mark. Thanks for taking the questions. For 2026 revenue guidance, can you qualify the mix of data licensing for training purposes relative to licensing display for LLMs, and whether it's recurring revenue from deals struck or converting net new deals in the pipeline and essentially whether either of those are baked into the 2026 guide. Thank you.

Jen, do you want to pick up Alex's question?

Yeah, I can take that. So I think, you know, first, just to make sure we're clear here, the two large deals that we talked about quite a bit with and without on this call, those are not, you know, the pure data licensing deals that you might be thinking of, you know, some that we've mentioned in prior quarters. So just want to make that clear that there is a mix there. We cannot, you know, quantify going forward in 2026 where we would see that revenue land, whether it's data licensing, display, broader licensing. So that's just not something, you know, we've baked into guidance with any specificity at this point. Broadly speaking, when we think about that bucket of other revenue or their traditional data licensing quote unquote deals, we still expect that to be, you know, low single digit percentages of total revenue. You know, we've got a pipeline, as Craig mentioned at the top, you know, there'll be more of hopefully these types of deals that we see in Q4 into 2026, but nothing meaningfully baked in there for, you know, specific new deals going forward. We do have, you know, we mentioned for those two large deals that we recognize $40 million in Q4. The total deal value across the two of those is $65 million. So, there will be an impact in 2026, roughly $10 million of recurring revenue just from those deals. And then we have a bit of revenue carry forward from some of the other deals we booked, you know, smaller deals in 2025 and 2024 as well. Thank you. Super helpful.

And then last question, just roughly what percent of your exclusive editorial content remains untouched by LLMs for training purposes? I wish I could really answer that, Alex. We don't license out our editorial content in any way, shape, or form with respect to AI training. So that's a decision that we've made within the editorial business. I won't go into all the details of why that's the case, but as an editorial outlet, we feel it's within our rights to cover the world, but not necessarily be licensing the likeness of other individuals and property and IP out into the AI space. So, but that said, as we've, you know, referenced before, our site has been scraped, you know, by AI, you know, entities that are trying to obfuscate that from us. and there are third-party data sets that have been constructed around our imagery, and our imagery sits all over the Internet, demonstrated by, you know, that large social media licensing. Our content is everywhere, and so it can be picked up even away from our site where we don't have visibility. So I can't give you that answer in a level of specificity, But what I can say is that we are seeing more AI entities that are looking to do the right thing by licensing content. Again, that's not our editorial content. That is our creative content. But we're really enthusiastic about the large language models looking to leverage our content in their product experience. And we're excited about social media looking to do the same. So, very helpful. Thank you, guys.

Thank you. And this concludes our Q&A session. I will now turn the meeting back to Stephen Kanner for closing comments.

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 rest of your day.

Thank you. Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.