8-K - GETY - Equibles

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 6, 2025

Getty Images Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41453	87-3764229
(State<br> or other jurisdiction <br><br>of incorporation)	(Commission<br> File Number)	(IRS<br> Employer <br><br>Identification Number)

6055th Ave S. Suite 400

Seattle,WA 98104

(Address of Principal Executive Offices, including Zip Code)

Registrant’s

telephone number, including area code: (206) 925-5000

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	GETY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item8.01 Other Events

ExchangeOffer and Consent Solicitation

On October 2, 2025, Getty Images, Inc. (the “Issuer”), an indirect wholly owned subsidiary of Getty Images Holdings, Inc. (the “Company”), issued a press release announcing the early results of the previously announced offer by the Issuer to exchange (the “Exchange Offer”) any and all of the Issuer’s issued and outstanding unsecured 9.750% Senior Notes due 2027 (the “Old Notes”) for newly issued unsecured 14.000% Senior Notes due 2028 (the “New Notes”) of the Issuer and the related solicitation of consents (the “Consent Solicitation”) to certain proposed amendments to the terms of the indenture governing the Old Notes.

According to Accuratus Tax and CA Services LLC, using the commercial names “Bondholder Communications Group” or “BondCom”, the information and exchange agent for the Exchange Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on October 1, 2025, representing the Early Tender Time and Withdrawal Deadline for the Exchange Offer and Consent Solicitation, $294,665,000 aggregate principal amount of Old Notes had been validly tendered (and not validly withdrawn) in the Exchange Offer, representing 98.22% of the outstanding principal amount of Old Notes (and consents thereby deemed validly given and not validly revoked in the Consent Solicitation).

Further, the Issuer announced that the requisite consents (the “Requisite Consents”) to adopt the proposed amendments (the “Proposed Amendments”) described in the Offering Memorandum (as defined below) to the indenture governing the Old Notes (as supplemented by the first and second supplemental indentures thereto the “Old Notes Indenture”) have been received. As a result, the Issuer, Wilmington Trust, National Association, in its capacity as trustee under the Old Notes Indenture and each of the guarantors party thereto will promptly enter into a third supplemental indenture to the Old Notes Indenture containing the Proposed Amendments.

The supplemental indenture containing the Proposed Amendments will be effective upon execution by the parties thereto but will not become operative unless and until the Old Notes that are validly tendered (and not validly withdrawn) by Eligible Holders (as defined in the confidential offering memorandum and consent solicitation statement, dated September 18, 2025 (the “Offering Memorandum”)) have been accepted for exchange and paid for by the Issuer in accordance with the terms of the Exchange Offer and Consent Solicitation. We expect to settle the Exchange Offer and issue the New Notes on October 21, 2025.

This Current Report on Form 8-K shall not constitute an offer to purchase or a solicitation of an offer to sell or exchange the Old Notes, the New Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer and Consent Solicitation are only being made pursuant to the Offering Memorandum. The Exchange Offer and Consent Solicitation are not being made to holders of the Old Notes or any other person in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.

A copy of the press release announcing the results of the Exchange Offer and Consent Solicitation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

SeniorSecured Notes Offering

On October 6, 2025, the Issuer issued a press release announcing that it priced a private offering of $628,400,000 aggregate principal amount of the Issuer’s 10.500% senior secured notes due 2030 (the “Notes”). The Notes will be senior secured obligations of the Issuer and will be jointly and severally guaranteed on a senior secured first lien basis by the same guarantors that provide guarantees for the Issuer’s outstanding 11.250% Senior Secured Notes due 2030 and its secured credit facility. The offering of the Notes is expected to close on or around October 21, 2025, subject to customary closing conditions.

The offering of the Notes is being made in connection with the Company’s previously announced proposed merger of equals (the “Merger”) with Shutterstock, Inc. (“Shutterstock”), creating a premier visual company. An amount equal to the gross proceeds from the sale of the Notes will be deposited in an escrow account and will be secured by a first-priority security interest in the escrow account and all funds deposited therein. Upon release from escrow, the Company and the Issuer intend to use the net proceeds from the offering of the Notes to pay cash consideration to holders of Shutterstock common stock in connection with the Merger, to refinance Shutterstock indebtedness, as well as associated fees and expenses.

If the agreement to complete the Merger is terminated, or the Merger is not consummated on or prior to October 6, 2026, or if the Issuer informs U.S. Bank National Association, in its capacity as escrow agent for the proceeds of the offering, that it reasonably believes the Merger will not be consummated on or prior to October 6, 2026, the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, from the date of issuance or the most recent date to which interest has been paid or provided for, to, but not including, the date of such redemption.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

A copy of the press release announcing the pricing of the offering of the Notes is included as Exhibit 99.2 hereto and incorporated by reference herein.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect management’s current expectations, plans, and assumptions that management has made in light of their experience in the industry, as well as their perceptions of historical trends, current conditions, expected future developments, and other factors they believe are appropriate under the circumstances and at such time. Forward-looking statements include information concerning possible or assumed future results of operations, including statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, the offering, the expected use of proceeds from the offering, the escrow agreement and the Merger. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions or the negative of these words and phrases, other variations of these words and phrases or comparable terminology, but not all forward-looking statements include such identifying words.

These forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. Important factors that could lead to such material differences include, but are not limited to, satisfaction of the conditions described in the Offering Memorandum, the entry into the third supplemental indenture and implementation of the Proposed Amendments, the settlement of the Exchange Offer and Consent Solicitation, the acceptance by the Issuer of validly tendered (and not validly withdrawn) Old Notes, and the issuances of the New Notes and Notes. You are cautioned not to place undue reliance on forward-looking statements, which represent management’s beliefs and assumptions only as of the date of this Current Report. Actual future results may differ materially from what the Company expects. Important factors that could cause actual results to differ materially from the Company’s expectations are discussed in the section entitled “Risk Factors” set forth in the Offering Memorandum, as well as under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”). These factors should not be considered exhaustive and should be read together with other cautionary statements included in the Company’s filings with the SEC. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements contained in this Current Report, whether as a result of new information, future developments, or otherwise, except as required by applicable federal securities law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press<br> Release announcing the results of the exchange offer and consent solicitation, dated October 2, 2025
99.2	Press<br> Release announcing the pricing of the offering of the Notes, dated October 6, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Getty Images Holdings, Inc.
By:	/s/ Kjelti Kellough
	Name:	Kjelti Kellough
	Title:	Senior Vice President, General
		Counsel, and Corporate Secretary

Date: October 6, 2025

Exhibit 99.1

Getty Images Announces Successful Results of Early Participationin Exchange Offer and Consent Solicitation

NEW YORK, October 2, 2025 (GLOBE NEWSWIRE) – Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images”) announced today the early results of the previously announced offer by Getty Images, Inc. (the “Issuer”), an indirect wholly owned subsidiary of Getty Images, to exchange (the “Exchange Offer”) any and all of the Issuer’s issued and outstanding unsecured 9.750% Senior Notes due 2027 (the “Old Notes”) for newly issued unsecured 14.000% Senior Notes due 2028 (the “New Notes”) of the Issuer and the related solicitation of consents (the “Consent Solicitation”) to certain proposed amendments to the terms of the indenture governing the Old Notes. The Exchange Offer and Consent Solicitation have been made pursuant to the terms of and subject to the conditions set forth in a confidential Offering Memorandum and Consent Solicitation Statement, dated September 18, 2025 (the “Offering Memorandum”).

Further, the Issuer announced today that the requisite consents (the “Requisite Consents”) to adopt the proposed amendments (the “Proposed Amendments”) described in the Offering Memorandum to the indenture governing the Old Notes (as supplemented by the first and second supplemental indentures thereto the “Old Notes Indenture”) have been received. As a result, the Issuer, Wilmington Trust, National Association, in its capacity as trustee under the Old Notes Indenture and each of the guarantors party thereto will promptly enter into a third supplemental indenture to the Old Notes Indenture containing the Proposed Amendments.

Eligible Holders of Old Notes may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Old Notes in the Exchange Offer, and may not tender Old Notes in the Exchange Offer without delivering consents to the Proposed Amendments in the Consent Solicitation. The consent results are based on valid tenders of Old Notes by Eligible Holders thereof, which are deemed also to constitute the delivery of consents in the Consent Solicitation made by the Issuer to adopt the Proposed Amendments.

According to Accuratus Tax and CA Services LLC, using the commercial names “Bondholder Communications Group” or “BondCom”, the information and exchange agent for the Exchange Offer and Consent Solicitation (the “Information and Exchange Agent”), as of 5:00 p.m., New York City time, on October 1, 2025 (the “Early Tender Time” and the “Withdrawal Deadline”), the principal amount of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby deemed validly given and not validly revoked) in the Exchange Offer and the Consent Solicitation:

Title of Series (Old Notes)	CUSIP / ISIN Nos. of Old Notes	Aggregate Principal<br> Amount Outstanding		Old Notes Tendered and Consents Delivered<br> at Early Tender Time
				Principal Amount		Percentage
9.750% Senior Notes due 2027	144A CUSIP: 374276AJ2<br> 144A ISIN: US374276AJ21<br> Reg S CUSIP: U3742LAA5<br> Reg S ISIN: USU3742LAA53	$	300,000,000	$	294,665,000		98.22	%

Eligible Holders that validly tendered (and did not validly withdraw) their Old Notes in the Exchange Offer, and validly delivered (and did not validly revoke) the related consents to the Proposed Amendments in the Consent Solicitation at or prior to the Early Tender Time and the Withdrawal Deadline, as applicable, and whose Old Notes are accepted for exchange by the Issuer, will be entitled to receive the Total Consideration (as defined in the Offering Memorandum) and accrued and unpaid interest from the last interest payment date to, but not including, the settlement date of the Exchange Offer, for their Old Notes that were validly tendered (and not validly withdrawn) in the Exchange Offer and accepted for exchange by the Issuer, subject to the terms and conditions contained in the Offering Memorandum. The Total Consideration consists of $1,000 principal amount of New Notes, which includes an Early Tender Premium of $50 principal amount of New Notes, per $1,000 principal amount of Old Notes tendered (and not validly withdrawn) in the Exchange Offer and accepted for exchange by the Issuer. The Total Consideration will be paid in New Notes and the accrued and unpaid interest will be paid in cash by the Issuer on the settlement date of the Exchange Offer. We expect to settle the Exchange Offer and issue the New Notes on October 21, 2025.

Copies of the Offering Memorandum may be obtained from the Information and Exchange Agent by phone at +1 (212) 809-2663 or by e-mail at gettyimages@bondcom.com.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer and Consent Solicitation is only being made pursuant to the Offering Memorandum. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

No Registration

The New Notes will not be registered under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act).

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, the entry into the third supplemental indenture and implementation of the Proposed Amendments, the settlement of the Exchange Offer and Consent Solicitation, the acceptance by the Issuer of validly tendered (and not validly withdrawn) Old Notes, the issuance of the New Notes and the payment of the Total Consideration and accrued and unpaid interest. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Getty Images and the Issuer and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Getty Images and the Issuer.

These forward-looking statements are subject to a number of risks and uncertainties, including: the risks and uncertainties associated with the Exchange Offer, the risk of termination of the Exchange Offer and any adverse effects on Getty Images and the Issuer of any such termination and other risks and uncertainties identified in “Item 1A. Risk Factors” of Getty Images’ most recently filed Annual Report on Form 10-K (the “2024 Form 10-K”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this press release are more fully described under the heading “Item 1A Risk Factors” in the 2024 Form 10-K and in our other filings with the SEC. The risks described under the heading “Item 1A Risk Factors” in the 2024 Form 10-K and other filings with the SEC are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Getty Images or the Issuer assess the impact of all such risk factors on their business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward looking statements attributable to Getty Images or the Issuer or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Getty Images and the Issuer undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, the statements of belief and similar statements reflect the beliefs and opinions of Getty Images and the Issuer on the relevant subject. These statements are based upon information available to Getty Images and the Issuer, as applicable, as of the date of this press release, and while they believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Getty Images and the Issuer have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

About Getty Images

Getty Images (NYSE: GETY) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. Getty Images works with almost 600,000 content creators and more than 355 content partners to deliver this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with millions of images dating back to the beginning of photography.

Through its best-in-class creative library and Custom Content solutions, Getty Images helps customers elevate their creativity and entire end-to-end creative process to find the right visual for any need. With the adoption and distribution of generative AI technologies and tools trained on permissioned content that include indemnification and perpetual, worldwide usage rights, Getty Images and iStock customers can use text to image generation to ideate and create commercially safe compelling visuals, further expanding Getty Images capabilities to deliver exactly what customers are looking for.

For company news and announcements, visit our Newsroom.

Investor Contact Getty Images:

Steven Kanner

Investorrelations@gettyimages.com

Media Contact Getty Images:

Julia Holmes

Julia.Holmes@gettyimages.com

Exhibit 99.2

Getty Images Prices $628.4 Million of 10.500% Senior Secured Notes due 2030

NEW YORK, October 6, 2025 (GLOBE NEWSWIRE) -- Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images”) announced the pricing of $628,400,000 aggregate principal amount of 10.500% Senior Secured Notes due 2030 (the “Notes”) to be issued by Getty Images, Inc. (the “Issuer”), an indirect wholly owned subsidiary of Getty Images, in connection with the Issuer’s previously-announced private offering. The Notes will be senior secured obligations of the Issuer and will be jointly and severally guaranteed on a senior secured first lien basis by the same guarantors that provide guarantees for the Issuer’s outstanding 11.250% Senior Secured Notes due 2030 and its secured credit facility. The offering of the Notes is expected to close on or around October 21, 2025, subject to customary closing conditions.

The offering of the Notes is being made in connection with Getty Images’ previously announced proposed merger of equals (the “Merger”) with Shutterstock, Inc. (“Shutterstock”), creating a premier visual company. An amount equal to the gross proceeds from the sale of the Notes will be deposited in an escrow account and will be secured by a first-priority security interest in the escrow account and all funds deposited therein. Upon release from escrow, Getty Images and the Issuer intend to use the net proceeds from the offering of the Notes to pay cash consideration to holders of Shutterstock common stock in connection with the Merger, to refinance Shutterstock indebtedness, as well as associated fees and expenses.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, the offering of the Notes, the expected use of proceeds from the offering of the Notes, the escrow agreement and the Merger. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Getty Images and the Issuer and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Getty Images and the Issuer.

These forward-looking statements are subject to a number of risks and uncertainties, including: the risks and uncertainties associated with the offering of the Notes, the risk of termination of the offering of the Notes or termination of the agreement to complete the Merger and any adverse effects on Getty Images and the Issuer of any such termination, our ability to close the Merger and other risks and uncertainties identified in “Item 1A. Risk Factors” of Getty Images’ most recently filed Annual Report on Form 10-K (the “2024 Form 10-K”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

About Getty Images

For company news and announcements, visit our Newsroom.

Investor Contact Getty Images:

Steven Kanner

Investorrelations@gettyimages.com

Media Contact Getty Images:

Julia Holmes

Julia.Holmes@gettyimages.com