Getty Images Enters Material Definitive Agreement
Ticker: GETY · Form: 8-K · Filed: Oct 21, 2025 · CIK: 1898496
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Getty Images inked a new deal, expect financial shifts.
AI Summary
On October 21, 2025, Getty Images Holdings, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is incorporated in Delaware and headquartered in Seattle, WA.
Why It Matters
This filing signals a significant new contract or financial commitment for Getty Images, which could impact its future financial performance and strategic direction.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks and opportunities that may affect the company's financial health.
Key Players & Entities
- Getty Images Holdings, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- Seattle, WA (location) — Business address
FAQ
What is the nature of the material definitive agreement entered into by Getty Images Holdings, Inc.?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What type of financial obligation has Getty Images Holdings, Inc. created?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated October 21, 2025.
Where is Getty Images Holdings, Inc. headquartered?
Getty Images Holdings, Inc. is headquartered at 605 5th Ave S. Suite 400, Seattle, WA 98104.
What is the SEC file number for Getty Images Holdings, Inc.?
The SEC file number for Getty Images Holdings, Inc. is 001-41453.
Filing Stats: 4,424 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2025-10-21 17:29:34
Key Financial Figures
- $294,686,000 — s, the Issuer (i) accepted for exchange $294,686,000 aggregate principal amount of Old Notes
- $628,400,000 — osing of the Issuer's offer and sale of $628,400,000 aggregate principal amount of the Issue
- $350,000,000 — nior Secured Notes to pay approximately $350,000,000 of fees, expenses and cash consideratio
- $5,314,000 — in the Exchange Offer by the Issuer and $5,314,000 aggregate principal amount of Old Notes
Filing Documents
- ea0261900-8k_getty.htm (8-K) — 85KB
- ea026190001ex4-1_getty.htm (EX-4.1) — 1005KB
- ea026190001ex4-2_getty.htm (EX-4.2) — 51KB
- ea026190001ex4-4_getty.htm (EX-4.4) — 46KB
- ea026190001ex4-5_getty.htm (EX-4.5) — 1599KB
- ea026190001ex4-7_getty.htm (EX-4.7) — 204KB
- ea026190001ex99-1_getty.htm (EX-99.1) — 18KB
- ea026190001ex99-2_getty.htm (EX-99.2) — 22KB
- image_001.jpg (GRAPHIC) — 6KB
- ex99-1_001.jpg (GRAPHIC) — 4KB
- ex99-2_001.jpg (GRAPHIC) — 12KB
- 0001213900-25-100912.txt ( ) — 3807KB
- gety-20251021.xsd (EX-101.SCH) — 3KB
- gety-20251021_lab.xml (EX-101.LAB) — 33KB
- gety-20251021_pre.xml (EX-101.PRE) — 22KB
- ea0261900-8k_getty_htm.xml (XML) — 4KB
From the Filing
UNITED 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 21, 2025 Getty Images Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41453 87-3764229 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 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 1.01 Entry into a Material Definitive Agreement Exchange Offer & Consent Solicitation Indenture Overview On October 21, 2025, in connection with the settlement of the offer by Getty Images, Inc. (the "Issuer"), a subsidiary of Getty Images Holdings, Inc. (the "Company"), to exchange (the "Exchange Offer") any and all of the Issuer's issued and outstanding 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 (the "Proposed Amendments") to the terms of the indenture governing the Old Notes, the Issuer (i) accepted for exchange $294,686,000 aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) by the holders thereof and (ii) issued New Notes in an aggregate principal amount of $294,686,000 pursuant to an indenture (the "Base Indenture"), as supplemented by the first supplemental indenture thereto (the "First Supplemental Indenture, and together with the Base Indenture, the "New Notes Indenture"), each dated as of October 21, 2025, and each by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee. Interest; Guarantees The New Notes mature on March 1, 2028, unless earlier redeemed or repurchased. No sinking fund is provided for the New Notes. Cash interest on the New Notes will accrue from October 21, 2025 and is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026, at a rate of 14.000% per year. The obligations under the New Notes are senior unsecured obligations of the Issuer and are jointly and severally guaranteed on a senior basis by the same guarantors guaranteeing the Old Notes. No later than 20 business days following the consummation of the Company's merger-of-equals with Shutterstock, Inc. ("Shutterstock"), pursuant to that certain Agreement and Plan of Merger, dated as of January 6, 2025, by and among, inter alios , the Company and Shutterstock (the "Merger Agreement", and such merger-of-equals the "Merger"), Shutterstock and its subsidiaries will provide a guarantee of the New Notes. Optional Redemption At any time on or prior to the earlier of (i) March 1, 2027 and (ii) the 180th day after the closing date of the Merger, the Issuer may, upon notice, redeem some or all of the New Notes at a price equal to 100.0% of the principal amount of the New Notes redeemed and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. At any time after the earlier of (i) March 1, 2027 and (ii) the 180th day after the closing date of the Merger, the Issuer may redeem the New Notes at its option, in whole at any time or in part from time to time, upon giving not less than 15 and not more than 60 days' notice, at the redemption prices set forth in the New Notes Ind