Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2026, Chinh Chu resigned, effective immediately, as a member of the Board of Directors (the "Board") of Getty Images Holdings, Inc. (the "Company") and the Compensation Committee of the Board. Mr. Chu's resignation is not due to any disagreement with the Company on any matter related to the Company's operations, policies or practices.

Item 8.01. Other Events.

As previously disclosed, the Company was named in Funicular Funds LP, et al. v. Getty Images Holdings, Inc., Index No. 653410/2024 (filed July 5, 2024), an action in New York State Supreme Court, New York County, generally alleging breaches of warrant agreements dated August 4, 2020, and seeking an award of money damages. On June 9, 2026, following oral argument, the court issued a decision and order granting plaintiffs' motion for summary judgment as to the warrants for which plaintiffs had provided authorization letters and conditionally granting summary judgment as to certain remaining warrants, subject to plaintiffs providing the court such authorizations no later than August 10, 2026 (the "June 9 Order"). On July 2, 2026, the Company filed notices of appeal of the June 9 Order.

On July 27, 2026, the court entered an order (the "July 27 Order") directing the clerk to enter judgment (the "Judgment") against the Company and in favor of (1) plaintiff Funicular Funds, LP in the amount of $3,303,182; (2) plaintiff MPF Broadway Convexity Fund I, LP in the amount of $20,015,122; (3) plaintiff PW Aero LLC in the amount of $7,879,335; (4) plaintiff CSS, LLC in the amount of $4,248,152; (5) plaintiff Walleye Manager Opportunities LLC in the amount of $174,633; (6) plaintiff Walleye Opportunities Master Fund Ltd. in the amount of $1,916,358; (7) plaintiff Sea Hawk Multi-Strategy Master Fund Ltd. in the amount of $289,222; (8) plaintiff Walleye Trading LLC in the amount of $1,041,201; (9) plaintiff Bi-Directional Disequilibrium Fund, L.P. in the amount of $316,697; (10) plaintiff Elisabeth Levin in the amount of $43,604; (11) plaintiff Jordan Flannery in the amount of $1,692,045; (12) plaintiff LMR Multi-Strategy Master Fund Limited in the amount of $1,694,672; (13) plaintiff LMR CCSA Master Fund Limited in the amount of $1,694,671; (14) plaintiff Jeffrey Holland in the amount of $438,051; (15) plaintiff Liliane Holland in the amount of $190,725; (16) plaintiff Daniel Holland in the amount of $395,098; (17) plaintiff Lyden Hunsicker in the amount of $909,012; (18) plaintiff Karl Dasher in the amount of $1,527,170; (19) plaintiff Erin Dasher in the amount of $599,063; (20) plaintiffs Karl Dasher and Erin Dasher, jointly, in the amount of $4,636,301; (21) plaintiff Robert E. Parker, Jr. in the amount of $3,155,117; (22) plaintiff Highbridge Tactical Credit Master Fund, L.P. in the amount of $6,026,614; and (23) plaintiff Highbridge SPAC Opportunity Fund, L.P. in the amount of $5,624,986; with 9% pre-Judgment interest on all of the foregoing amounts from August 22, 2022 until Judgment is entered (the foregoing plaintiffs, collectively, the "Plaintiffs"). As of August 25, 2026, Plaintiffs have calculated the amount of the Judgment including interest as $92,306,578. On August 26, 2026, the Company filed a notice of appeal of the July 27 Order.

On August 25, 2026, the Company and the Plaintiffs entered into a standstill agreement (the "Standstill Agreement"), pursuant to which the Plaintiffs agreed not to take any action to enforce the Judgment prior to the first business day occurring after sixty days from the first to occur of: (i) if the parties agree on the form of Judgment to be submitted, the date the Plaintiffs file the proposed Judgment with the clerk; or (ii) if the parties do not reach agreement regarding the form of Judgment to be submitted, the date the clerk enters the Judgment (the "Termination Date").

The Company agreed to make a partial payment of approximately $4,153,796 (representing approximately 4.5% of the Judgment amount, including interest), which will be credited against amounts owed under the Judgment. The Standstill Agreement does not constitute an admission of liability by any party.

On August 26, 2026, Plaintiffs filed a proposed Judgment in accordance with the Standstill Agreement, thereby commencing the sixty-day standstill period as of that date.

As previously disclosed in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 10, 2026, amounts have been reserved against the foregoing in the Condensed Consolidated Balance Sheet of the Company set forth therein.