GETY — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-10

• •our ability to successfully identify and implement any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company;

• •the risks associated with our expression of substantial doubt about our ability to continue as a going concern

• •the risk of greater than anticipated tax liabilities, including those from pending or future tax audits;

• •other risks and uncertainties identified in Part I, “Item 1A. Risk Factors” of our 2025 Form 10-K, Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

• statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,…

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

• •risks related to our proposed merger with Shutterstock, Inc. (“Shutterstock”);

• •other risks and uncertainties identified in “Item 1A. Risk Factors” of our most recently filed Annual Report on Form 10-K.

• 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.

• The Company expects to continue to incur transaction and integration-related costs in future periods. Additional information regarding the Merger Agreement is included in “Note 1 - Description of the Company and Basis of Presentation” to the Condensed Consolidated Financial Statements.

Text added vs the prior filing · source: 10-Q · 2026-08-10

• Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and

• 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026 our disclosure controls and procedures were effective in recording, pro…

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

• Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the …

• 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 added vs the prior filing · source: 10-Q · 2026-08-10

• While we are focused on operational efficiency and disciplined expense management, we have engaged a financial advisor to assist in the evaluation of strategic alternatives and we may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all,…

• In July 2026, the Company received approval from its Board of Directors to engage a financial advisor to assist in actively considering strategic financing alternatives and balance sheet management initiatives.

• We have not yet established a timeline to complete the review of strategic financial alternatives and balance sheet management initiatives. We can provide no assurance as to the review’s outcome, that this strategic review process will result in us pursuing any transaction or that we will be able to…

• We have expressed substantial doubt about our ability to continue as a going concern.

• As described in “Note 1 — Description of the Company and Basis of Presentation,” management has concluded that the magnitude and timing of our current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures related to (i) th…

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

• 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 · 2026-08-10

• 1. Each plan terminates on the earlier of: (i) the expiration date listed in the table above, (ii) the first date on which all trades set forth in the plan have been executed, or (iii) such date the plan is otherwise terminated according to its terms.

• 2. Mr. Peters received an award of restricted stock units (“RSUs”) subject to mandatory Rule 10b5-1 trading arrangement for “sell-to-cover” transactions (the “sell-to-cover 10b5-1 arrangement”). Each RSU provides for the non-discretionary, automatic sale of shares of Class A Common stock that would …

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

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

• 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