GETY

Getty Images Holdings, Inc. – 10-Q Summary (Quarter Ended June 30, 2026)

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2026. Getty Images Holdings, Inc. operates as a global visual content creator and marketplace serving media, advertising, and corporate customers through its Getty Images, iStock, and Unsplash brands. The reporting period is characterized by the termination of a proposed merger with Shutterstock, Inc., significant litigation judgments, and a formal expression of substantial doubt regarding the Company's ability to continue as a going concern.

Key Financial Metrics

Material Changes vs. Prior Period

• Revenue Decline: Revenue decreased 2.5% year-over-year for the quarter and 0.7% for the six-month period. Currency-neutral revenue declined 4.1% (quarter) and 3.3% (six months). Creative revenue fell due to lower iStock e-commerce and agency spending, while Editorial revenue grew 9.2% (quarter) driven by the FIFA World Cup 2026 and Olympic Games.
• Increased Net Loss: Net loss widened significantly to $85.8 million for the quarter compared to $34.4 million in the prior year, primarily driven by a $73.4 million income tax expense (vs. a benefit of $23.3 million previously) and higher interest costs.
• Interest Expense Surge: Interest expense increased 56.9% to $57.3 million for the quarter, driven by higher debt levels and rates associated with financing obtained for the terminated merger.
• Litigation Costs: The Company paid $110.9 million in Q2 2026 related to the Initial Warrant Litigation judgment. A remaining litigation reserve of $99.5 million was recorded as of June 30, 2026.
• Merger Termination: Costs related to the terminated Shutterstock merger totaled $9.2 million for the six months ended June 30, 2026, down from $28.3 million in the prior year period.

Guidance, Outlook, Risks, and Unusual Items

• Going Concern Warning: Management has concluded that substantial doubt exists regarding the Company's ability to continue as a going concern for one year following the issuance date. This is due to limited liquidity, high interest expenses, and significant accrued obligations from litigation and merger costs.
• Strategic Review: In July 2026, the Company engaged Guggenheim Securities, LLC to evaluate strategic financing alternatives and balance sheet management initiatives. No specific timeline or outcome is guaranteed.
• Liquidity Actions: As of June 30, 2026, $30.0 million remained available under the Revolving Credit Facility. The Company drew this remaining amount in July 2026.
• Legal Contingencies:
  • Warrant Litigation: A subsequent judgment of $67.8 million was entered against the Company on July 27, 2026, in the NY State Actions. The Company has appealed.
  • Tax Assessments: The Canada Revenue Agency has assessed additional taxes; the Company estimates a potential maximum outcome of $28.6 million if the appeal fails.
  • AI Litigation: The Company is a plaintiff in lawsuits against Stability AI regarding alleged copyright infringement.
• Unusual Items: The financial results include significant non-recurring costs related to the terminated merger and litigation settlements, as well as a large income tax expense driven by valuation allowance changes and non-deductible interest.

Investor Verification Checklist

• Verify the status and potential cash impact of the $67.8 million NY State Warrant Litigation judgment entered in July 2026.
• Monitor the progress of the strategic review led by Guggenheim Securities to determine if refinancing or a sale is achievable.
• Assess the liquidity runway given the full drawdown of the Revolving Credit Facility and the "substantial doubt" going concern disclosure.
• Review the income tax provision details, specifically the valuation allowance changes that resulted in a $73.4 million expense despite a pre-tax loss.
• Track the Canada Revenue Agency tax appeal and potential cash outflows of up to $28.6 million.
• Confirm the redemption of the 10.500% Senior Secured Notes following the merger termination and its impact on the debt schedule.