v3.26.1
Description of the Company and Basis of Presentation
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of the Company and Basis of Presentation
Note 1 - Description of the Company and Basis of Presentation

Description of the Company

Getty Images Holdings, Inc. (the “Company” or “Getty Images”) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of customers around the globe, no matter their size. Through Getty Images, iStock, and Unsplash brands, websites, and APIs, the Company serves customers in almost every country in the world and is one of the first places people turn to discover, purchase, and share powerful visual content from the world’s best photographers and videographers. The Company brings content to media outlets, advertising agencies, and corporations and also serves individual creators and prosumers.

Merger Agreement with Shutterstock

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, Inc. (“Shutterstock”) (such transaction referred to herein as the “Merger”).

On May 15, 2026 the U.K. Competition and Markets Authority (the “CMA”) issued a Final Report which concluded that the Merger could proceed if Shutterstock’s entire editorial business was divested to one or more CMA approved purchasers.

On June 30, 2026, the Board of Directors of Getty Images unanimously resolved (a) not to proceed with the process to sell Shutterstock’s editorial business under the supervision of the CMA, which was a condition to the CMA’s required clearance of the transactions that Getty Images was not required to accept under the terms of the Merger Agreement and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026. On July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement pursuant to the terms thereof, effective upon delivery of such notice.
The Company expensed $6.0 million and $9.2 million of legal, accounting, and other direct costs related to this terminated Merger during the three and six months ended June 30, 2026, respectively, and $10.3 million and $28.3 million in the three and six months ended June 30, 2025, respectively. These costs are included in “Other operating expenses - net” in the Condensed Consolidated Statements of Operations.
Basis of Presentation    
The accompanying unaudited condensed consolidated financial statements include the accounts of Getty Images and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”).
In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any future period or the entire year.
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Estimates and Assumptions
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern, management is required to evaluate whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to meet its obligations as they become due within one year after the date these unaudited condensed consolidated financial statements are issued.

As of June 30, 2026, the Company had cash and cash equivalents of approximately $51.6 million, with $30.0 million available under its $150.0 million revolving credit facility maturing on May 4, 2028 (the “Revolving Credit Facility”). In July 2026, the Company drew the remaining $30.0 million available under the Revolving Credit Facility.

The Company’s liquidity position has been adversely affected by:
ongoing Warrant Litigation, with the Company paying $110.9 million in judgment and associated interest in the second quarter of 2026 and carrying a remaining litigation reserve of approximately $99.5 million as of June 30, 2026. See “Note 11 - Legal Proceedings and Contingencies.”;
significant costs incurred in relation to the recently terminated Merger (which was terminated by the Company on July 7, 2026), with the Company incurring approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026; and
high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, with the Company incurring approximately $30.1 million of interest expense, net of interest earned on the escrowed funds through June 30, 2026, along with $13.5 million in associated financing fees.

Management has concluded that the magnitude and timing of the current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures described above, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date these unaudited condensed consolidated financial statements are issued.
Management is actively assessing plans intended to improve the Company’s liquidity position and has engaged Guggenheim Securities, LLC to serve as financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives. However, these plans are uncertain and dependent on future events and circumstances that are outside the Company’s control, including the timing and ultimate resolution of pending Warrant Litigation and the availability of financing or other strategic alternatives on acceptable terms or at all. Accordingly, management cannot conclude that it is probable that such plans will be effectively implemented and will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.