Material Event (Form 8-K)

Item 8.01. Other Events.

As previously announced, on January 6, 2025, Getty Images Holdings, Inc. ("Getty Images"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Getty Images, Shutterstock, Inc. ("Shutterstock") and certain merger subsidiaries thereof.

After reviewing the proposed merger, the U.K. Competition and Markets Authority (the "CMA") conditioned its required clearance of the transactions contemplated by the Merger Agreement upon a sale of Shutterstock's editorial business. Getty Images is not required to accept that condition under the terms of the Merger Agreement.

On June 30, 2026, the Board of Directors of Getty Images (the "Getty Images Board") unanimously resolved (a) not to proceed with the process to sell Shutterstock's editorial business under the supervision of the CMA, 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. Following termination of the Merger Agreement, Getty Images, Inc.'s 10.500% senior secured notes due 2030 (the "Senior Secured Notes") will be redeemed in accordance with a special mandatory redemption pursuant to the Senior Secured Notes indenture dated as of October 21, 2025.

The Getty Images Board also intends to retain a financial advisor to advise the Getty Images Board on strategic financing alternatives available to Getty Images.