Form 8-K
8-K — Getty Images Holdings, Inc.
Accession: 0001213900-26-095778
Filed: 2026-08-31
Period: 2026-08-31
CIK: 0001898496
SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)
Item: Other Events
Documents
8-K — ea0304109-8k_getty.htm (Primary)
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8-K — CURRENT REPORT
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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):
August 31, 2026
Getty Images Holdings, Inc.
(Exact name of registrant as specified in charter)
Delaware
001-41453
87-3764229
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
605 5th 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 communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ☐
Item 8.01. Other Events.
As previously disclosed, Getty Images Holdings,
Inc. (the “Company”) is actively assessing plans intended to improve liquidity and has engaged Guggenheim Securities,
LLC to serve as financial advisor in connection with the evaluation of strategic financing alternatives and balance sheet management initiatives.
Alternatives include a potential capital solution to be provided by the Company’s majority equity holders who, as previously disclosed
in their Schedule 13Ds, have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
to advance discussions with the Company on such a solution.
To maximize financial flexibility in connection
with this evaluation, the Company intends to elect to rely on its available 30-day grace periods with respect to interest payments due
on the Senior Unsecured Notes (as defined below) on September 1, 2026. The Company has sufficient cash on hand to make the payments and
meet its day-to-day obligations and retains the right to make the interest payments during the grace period. The Company’s decision
would not represent an “event of default” with respect to the Senior Unsecured Notes.
The 30-day grace periods are provided under indentures
governing the (i) 9.750% Senior Notes due 2027 (the “9.750% Senior Unsecured Notes”) and (ii) 14.000% Senior Notes
due 2028 (the “14.000% Senior Unsecured Notes” and together with the 9.750% Senior Unsecured Notes, the “Senior
Unsecured Notes”) issued by Getty Images, Inc.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this report 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 statements are based on various assumptions,
whether or not identified in this report, and on the current expectations of our management 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 our control.
1
These forward-looking statements are subject to
a number of risks and uncertainties, including: our ability to successfully identify and implement any potential strategic alternatives
in a timely manner or at all, our ability to consummate a potential capital solution with our major equityholders, 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,
our inability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs;
our ability to attract new customers and retain and motivate an increase in spending by our existing customers; the user experience of
our customers on our websites; the extent to which we are able to maintain and expand the breadth and quality of our content library through
content licensed from third-party suppliers, content acquisitions and imagery captured by our staff of in-house photographers; the mix
of and basis upon which we license our content, including the price-points at, and the license models and purchase options through, which
we license our content; the risk that we operate in a highly competitive market; the risk that we are unable to successfully execute our
business strategy or effectively manage costs; our inability to effectively manage our growth; our inability to maintain an effective
system of internal controls and financial reporting; the risk that we may lose the right to use “Getty Images” trademarks;
our inability to evaluate our future prospects and challenges due to evolving markets and customers’ industries; the legal, social
and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence (“AI”); the risk
that our operations in and continued expansion into international markets bring additional business, political, regulatory, operational,
financial and economic risks; our inability to adequately adapt our technology systems to ingest and deliver sufficient new content; the
risk of technological interruptions or cybersecurity vulnerabilities; the risk that any prolonged strike by, or lockout of, one or more
of the unions that provide personnel essential to the production of films or television programs could further impact our entertainment
business; the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness
of new and emerging products and services, including with respect to our AI initiatives; the loss of and inability to attract and retain
key personnel that could negatively impact our business growth; the inability to protect the proprietary information of customers and
networks against security breaches and protect and enforce intellectual property rights; our reliance on third parties; the risks related
to our use of independent contractors; the risk that an increase in government regulation of the industries and markets in which we operate
could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines
in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, higher interest rates, devaluation, the impact of recent
bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets
where we conduct business; the risk that claims, judgements, lawsuits and other proceedings that have been, or may be, instituted against
us or our predecessors could adversely affect our business; the inability to maintain the listing of our Class A common stock on the New
York Stock Exchange; volatility in our stock price and in the liquidity of the trading market for our Class A common stock; changes in
applicable laws or regulations; the risks associated with evolving corporate governance and public disclosure requirements; the risk of
greater than anticipated tax liabilities; the risks associated with the storage and use of personally identifiable information; earnings-related
risks such as those associated with late payments, goodwill or other intangible assets; our ability to obtain additional capital on commercially
reasonable terms; the risks associated with being an “emerging growth company” and “smaller reporting company”
within the meaning of the U.S. securities laws; risks associated with our reliance on information technology in critical areas of our
operations; our inability to pay dividends for the foreseeable future; the risks associated with additional issuances of Class A common
stock without stockholder approval; costs related to operating as a public company; and other risks and uncertainties identified in “Item
1A. Risk Factors” of our most recently filed Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities
and Exchange Commission (“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”) and in our other filings with the SEC. 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 report are more fully described under the heading “Item
1.A. Risk Factors” in our 2025 Form 10-K and in our other filings with the SEC. The risks described under the heading “Item
1.A. Risk Factors” in our 2025 Form 10-K and in our 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 we assess the impact of all such risk factors on our 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 us or persons acting on our behalf are expressly qualified
in their entirety by the foregoing cautionary statements. We 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 our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable,
as of the date of this report, and while we 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 we 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.
2
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 thereunto duly authorized.
GETTY IMAGES HOLDINGS, INC.
Date: August 31, 2026
By:
/s/ Kjelti Kellough
Name:
Kjelti Kellough
Title:
Senior Vice President, General Counsel, and Corporate Secretary
3
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