GETY — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-11

• •our incurrence of debt, including related interest rate volatility and rising interest costs, which could have a negative impact on our financing options and liquidity position;

• • our need to seek additional capital and any related inability to obtain additional capital on commercially reasonable terms;

• •the inability to regain compliance with the New York Stock Exchange continued listing standards;

• On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals an…

• During the three months ended March 31, 2026 and 2025, Getty Images has expensed $3.2 million and $18.0 million, respectively, of legal, accounting, and direct costs related to this proposed Merger in “Other operating expenses – net” in the Condensed Consolidated Statements of Operations.

Text removed vs the prior filing · source: 10-Q · 2025-11-10

• •the inability to maintain the listing of our Class A common stock on the New York Stock Exchange;

• •our ability to obtain additional capital on commercially reasonable terms;

• On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock. Subject to terms and conditions in the Merger Agreement, the aggregate consideration to be paid by Getty Images in respect of the out…

• •An amount in cash equal to the product of $9.50 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Cash Amount”); and

• •A number of shares of our Class A common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units) (the “Total Stock Amo…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Text removed vs the prior filing · source: 10-Q · 2025-11-10

• on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the r…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• There has been a material change to the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K as set forth below.

• We received a written notice from the NYSE that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A common stock would be delisted.

• On March 17, 2026, the Company received written notice from the NYSE that the Company was not in compliance with the NYSE’s continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A common stock was less than …

• If the NYSE were to delist our Class A common stock, or if market participants believe delisting is likely, the trading price and liquidity of our Class A common stock could decline materially. A delisting could also reduce the number of investors willing or able to hold our Class A common stock, in…

• Efforts to regain compliance with NSYE continued listing standards could require us to take actions that may be costly, may be dilutive to stockholders, or may be unsuccessful. Such actions could include, among other things, equity financings, changes to our capital structure or other strategic meas…

Text added vs the prior filing · source: 10-Q · 2026-05-11

• Gene Foca, Senior Vice President, Chief Marketing and Revenue Officer

• Nate Gandert, Senior Vice President, Chief Technology Officer

• Kjelti Kellough, Senior Vice President, General Counsel and Corporate Secretary

• Jennifer Leyden, Senior Vice President, Chief Financial Officer

• Jennifer Leyden, Senior Vice President, Chief Financial Officer

Text removed vs the prior filing · source: 10-Q · 2025-11-10

• Ken Mainardis, Senior Vice President, EditorialAdopted8/25/2025X

• Peter Orlowsky, Senior Vice President, Strategic DevelopmentAdopted8/19/2025X

• 2 Mr. Chu is a current member of the Company’s Board. Mr. Chu currently holds his Getty Images’ securities through CC Capital SP, LP (“CC Capital”) and CC NB Sponsor 2 Holdings LLC, a wholly owned subsidiary of CC Capital (“CC NB Sponsor”). CC Capital and CC NB Sponsor are controlled by Mr. Chu. The…

• 3 Mr. Foca’s 10b5-1 plan provides for the sale of up to 379,922 shares of Class A common stock, plus the sale of net shares of Class A common stock upon exercise of up to 1,668,570 options. The plan was adopted on the date set forth in the table and has an effective date of November 17, 2025.

• 4 Mr. Mainardis’ 10b5-1 plan provides for the sale of up to 172,629 shares of Class A common stock, plus the sale of net shares of Class A common stock upon exercise of up to 1,298,431 options. The plan was adopted on the date set forth in the table and has an effective date of November 20, 2025.