10q10k10q10k.net

What changed in Getty Images Holdings, Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Getty Images Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+567 added−462 removedSource: 10-K (2025-03-17) vs 10-K (2024-03-15)

Top changes in Getty Images Holdings, Inc.'s 2024 10-K

567 paragraphs added · 462 removed · 299 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−100 removed62 unchanged
Biggest changeIn addition, the Protection of Children from Sexual Predators Act of 1998 provides for reporting and other obligations by online service providers in the area of child pornography. • The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations. • The European Union General Data Protection Regulation and UK Data Protection Act, which regulate how we can collect and process the personal data of, primarily, European Union and UK residents. • The California Consumer Privacy Act (as amended by the California Privacy Rights Act, together the “CCPA”) which regulates how we can collect and process the personal data of California residents. • The Colorado Privacy Act (“CPA”), which regulates how we can collect and process the personal data of Colorado residents. • The Connecticut Data Privacy Act (“CTDPA”), which regulates how we can collect and process the personal data of Connecticut residents. • The Utah Consumer Privacy Act (“UCPA”), which regulates how we can collect and process the personal data of Utah residents. • The Virginia Consumer Data Protection Act (“VACDPA”), which regulates how we can collect and process the personal data of Virginia residents. • The Illinois Biometric Information Privacy Act (“BIPA”), which regulates how we can collect and process biometric identifiers of Illinois residents. • The Texas Capture or Use of Biometric Identifier Act (“CUBI”), which regulates how we can collect and process biometric identifiers of Texas residents. • The Washington Biometric Privacy Law (“H.B. 1493”), which regulates how we can collect and process biometric identifiers of Washington residents.
Biggest changeIn addition, the Protection of Children from Sexual Predators Act of 1998 provides for reporting and other obligations by online service providers in the area of child pornography. • The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations. • The European Union General Data Protection Regulation and UK Data Protection Act, which regulate how we can collect and process the personal data of, primarily, European Union and UK residents. • The California Consumer Privacy Act (as amended by the California Privacy Rights Act, together the “CCPA”) which regulates how we can collect and process the personal data of California residents. • The Colorado Privacy Act (“CPA”), which regulates how we can collect and process the personal data of Colorado residents. • The Connecticut Data Privacy Act (“CTDPA”), which regulates how we can collect and process the personal data of Connecticut residents. • The Florida Digital Bill of Rights (“FDBR”), which regulates how we can collect and process the personal data of Florida residents. • The Montana Consumer Data Privacy Act (“MTCDPA”), which regulates how we can collect and process the personal data of Montana residents. • The Oregon Consumer Privacy Act (“OCPA”), which regulates how we can collect and process the personal data of Oregon residents. • The Texas Data Privacy and Security Act (“TDPSA”), which regulates how we can collect and process the personal data of Texas residents. • The Utah Consumer Privacy Act (“UCPA”), which regulates how we can collect and process the personal data of Utah residents. • The Virginia Consumer Data Protection Act (“VACDPA”), which regulates how we can collect and process the personal data of Virginia residents. • The Illinois Biometric Information Privacy Act (“BIPA”), which regulates how we can collect and process biometric identifiers of Illinois residents. • The Texas Capture or Use of Biometric Identifier Act (“CUBI”), which regulates how we can collect and process biometric identifiers of Texas residents. • The Washington Biometric Privacy Law (“H.B. 1493”), which regulates how we can collect and process biometric identifiers of Washington residents. • The E.U.
This content is available for immediate use by a wide range of customers with a depth, breadth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences.
This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences.
Human Capital Our Culture and Values At the core of our business is a mission to move the world. We pursue our mission through our images, videos, and illustrations, which seek to inform, drive debate, entertain, inspire, and challenge historical biases. By capturing powerful imagery, we strive to make an impact for today and for posterity.
Human Capital Our Culture and Values At the core of our business is a mission to move the world. We pursue our mission through our images, videos, and illustrations, which seek to inform, drive debate, entertain, inspire, and challenge biases. By capturing powerful imagery, we strive to make an impact for today and for posterity.
We are committed to supporting our employees, where all experiences and backgrounds are respected and where everyone comes together to produce amazing imagery, support our customers and impact the world. We are committed to eradicating and dismantling inequities and barriers that prevent individuals from being seen, heard, valued and respected for their full authentic selves.
We are committed to supporting our employees, where all experiences and backgrounds are respected and where everyone comes together to produce amazing imagery, support our customers and impact the world. We are committed to eradicating and dismantling barriers that prevent individuals from being seen, heard, valued and respected for their full authentic selves.
Additionally, we can cross sell into products such as Generative AI, Custom Content, music, and Media Manager, our digital asset management product. These offerings drive significant increases in Average Annual Revenue per User (“ARPU”) from our corporate customers and drive high customer retention.
Additionally, we can cross sell into products such as Generative AI, Custom Content, music, and Media Manager, our digital asset management product. These offerings drive significant increases in Average Annual Revenue per User (“ARPU”) from our customers and can drive high customer retention.
Customers can also use Generative AI by iStock to create, ready to use AI generated content that is designed to be commercially safe and is trained exclusively with Getty Images creative content. • Unsplash is a widely accessed, creative stills offering serving the fast-growing and broad-based creator economy ranging from prosumers and semi-professional creators to full time creative professionals working at corporates and agencies.
Customers can also use Generative AI by iStock to create, ready to use AI generated content that is designed to be commercially safe and is trained exclusively with Getty Images creative content. • Unsplash is a widely accessed, creative stills offering serving the fast-growing and broad-based creator economy ranging from prosumers and semi-professional creators to full time creative professionals working at corporations and agencies.
We invest in a dedicated editorial team which includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.
We invest in a dedicated editorial team which includes 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.
These laws and regulations include, but are not limited to, the following: • The Digital Millennium Copyright Act, which regulates digital material and created updated copyright laws to address the unique challenges of regulating the use of digital content. • The Directive on Copyright in the Digital Single Market, which regulates a marketplace for copyright in the European Union. • The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and similar laws adopted by a number of states, which regulate the format, functionality and distribution of commercial solicitation e-mails, create criminal penalties for unmarked sexually-oriented material, and control other online marketing practices. • The Children’s Online Privacy Protection Act and the Prosecutorial Remedies and Other Tools to End Exploitation of Children Today Act of 2003, which regulate the collection or use of information, and restrict the distribution of certain materials, as related to certain protected age groups.
These laws and regulations include, but are not limited to, the following: • The Digital Millennium Copyright Act, which regulates digital material and created updated copyright laws to address the unique challenges of regulating the use of digital content. • The Directive on Copyright in the Digital Single Market, which regulates a marketplace for copyright in the European Union. • The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and similar laws adopted by a number of states, which regulate the format, functionality and distribution of commercial solicitation e-mails, create criminal penalties for unmarked sexually-oriented material, and control other online marketing practices. • The Children’s Online Privacy Protection Act and the Prosecutorial Remedies and Other Tools to End Exploitation of Children Today Act of 2003, which regulate the collection or use of information, and restrict 12 Table of Conten ts the distribution of certain materials, as related to certain protected age groups.
We have been able to leverage our content, brands, and large customer base to enter related, but adjacent markets to achieve efficiencies and accelerate growth. Our Content Contributors The content we license to our customers is sourced from more than 557,000 photographers, videographers, illustrators, and image partners from almost every country in the world.
We have been able to leverage our content, brands, and large customer base to enter related, but adjacent markets to achieve efficiencies and accelerate growth. Our Content Contributors The content we license to our customers is sourced from more than 583,000 photographers, videographers, illustrators, and image partners from almost every country in the world.
Staff and Freelance photographers/videographers We have more than 110 full-time staff photographers and videographers, who supply Editorial photos and video content across news, sports, and entertainment. These staff professionals are award-winning experts in their fields and are employed by Getty Images. For most staff-produced content, we pay very limited, if any, royalties.
Staff and Freelance photographers/videographers We have 110 full-time staff photographers and videographers, who supply Editorial photos and video content across news, sports, and entertainment. These staff professionals are award-winning experts in their fields and are employed by Getty Images. For most staff-produced content, we pay very limited, if any, royalties.
Collectively, these represent a growing library of over 562 million total assets that delivers unmatched depth, breadth, and quality to meet the expanding needs of our growing customer base. For more information, see “ —Our Content Contributors ” below. Customers Our customers are in the categories of corporate, agency and media.
Collectively, these represent a growing library of over 604 million total assets that delivers unmatched depth, breadth, and quality to meet the expanding needs of our growing customer base. For more information, see “ —Our Content Contributors ” below. Customers Our customers are in the categories of corporate, agency and media.
As of December 31, 2023, annual subscriptions represented more than half of total revenue. We offer a complete range of subscription products on our Getty Images, iStock and Unsplash websites. Our Premium Access subscription offers all of Getty Images’ Creative and Editorial image and video content and music in one subscription.
As of December 31, 2024, annual subscriptions represented more than half of total revenue. We offer a complete range of subscription products on our Getty Images, iStock and Unsplash websites. Our Premium Access subscription offers all of Getty Images’ Creative and Editorial image and video content and music in one subscription.
Video Attachment Rate 1 1 Attachment is calculated as % of downloaders who downloaded video from all offerings (inclusive of subscription and non-subscription products). Increase wallet share within existing customer base : We expect to increase wallet share with existing customers by upselling into larger subscription products with increased download caps and including video.
Video Attachment Rate 1 1 Attachment is calculated as % of downloaders who downloaded video from all offerings (inclusion of subscription and non-subscription products). Increase wallet share within existing customer base : We expect to increase wallet share with existing customers by upselling into larger subscription products with increased download caps and including video.
Some of our employees in Brazil, Germany, France and Spain are subject to collective bargaining agreements that set minimum salaries, benefits, working conditions and/or termination requirements. We consider our employee relations to be satisfactory. See “ Item 1A.
Some of our employees in Brazil, Germany, France and Spain are subject to collective bargaining agreements that set minimum salaries, benefits, working conditions and/or termination requirements. We consider our employee relations to be good. See “ Item 1A.
We do not rely on any single individual or group of suppliers to meet our content supply needs. Content sourced from any single content supplier accounted for no more than 3% of revenue in the year ended December 31, 2023.
We do not rely on any single individual or group of suppliers to meet our content supply needs. Content sourced from any single content supplier accounted for no more than 3% of revenue in the year ended December 31, 2024.
Opportunities for AI, data and insights : We have partnered with leading AI innovators such as NVIDIA, Bria AI and Runway, to develop generative AI models that are designed to deliver commercially safe image generation services.
Opportunities for AI, data and insights : We have partnered with leading AI innovators such as NVIDIA, Bria AI and Runway, to develop generative AI models that are designed to deliver commercially safe image and video generation and editing services.
Traffic has grown significantly in the last three years, with monthly image downloads averaging more than 106 million, which we believe reflects the significant opportunity across the “long tail” creator economy.
Traffic has grown significantly in the last three years, with monthly image downloads averaging more than 96 million, which we believe reflects the significant opportunity across the “long tail” creator economy.
We believe we are well-positioned from a brand, content, and product perspective across 23 languages and 24 currencies to capture an increased share of these attractive, underpenetrated market opportunities.
We believe we are well-positioned from a brand, content, and product perspective across 23 languages and 34 currencies to capture an increased share of these attractive, underpenetrated market opportunities.
Key initiatives implemented include: • Unification and migration of our end-to-end platform to the cloud. • Investment in best-in-class customer relationship management tools and technologies such as Salesforce.com. • Transition of a significant share of our business to a differentiated subscription offering with strong retention characteristics. • Successfully exited legacy declining products (Creative Rights Managed, Unauthorized Use and Thinkstock) to simplify our offering, reduce customer friction, and to better focus our resources. • Invested in search engine optimization and altered our digital marketing deployment to accelerate new customer growth through our iStock brand. • Launched our Custom Content offering to allow customers to efficiently secure brand and product- specific imagery through our global contributor network. • Restructured our Sales, Customer Success Management, and Customer Service functions to take advantage of our global scale to reduce costs and improve service levels. • Acquired Unsplash, monetized API offerings on Unsplash and launched Unsplash+, the unlimited subscription model, all of which allows us to tap into the growth of the creator economy long tail. • Partnership with leading technology companies, including NVIDIA, Bria AI and Runway, to develop image and video generative AI models and services designed to be commercially safe that compensate creators on a recurring basis for the use of their content as training data. • Extended search experience to accept natural language queries, allowing customers to be more expressive in their searches and, in turn, we better understand their intent and serve content that meets their needs. • Continued to deleverage our balance sheet, including the principal payment in August 2022 of $300 million and further voluntary payments totaling $50.4 million in 2023 under our Credit Facility.
Key initiatives implemented include: • Unification and migration of our end-to-end platform to the cloud. • Investment in best-in-class customer relationship management tools and technologies such as Salesforce.com. • Transition of a significant share of our business to a differentiated subscription offering with strong retention characteristics. • Successfully exited legacy declining products (Creative Rights Managed, Unauthorized Use and Thinkstock) to simplify our offering, reduce customer friction, and to better focus our resources. • Invested in search engine optimization and altered our digital marketing deployment to accelerate new customer growth through our iStock brand. • Launched our Custom Content offering to allow customers to efficiently secure brand and product- specific imagery through our global contributor network. • Restructured our Sales, Customer Success Management, and Customer Service functions to take advantage of our global scale to reduce costs and improve service levels. • Acquired Unsplash, monetized API offerings on Unsplash and launched Unsplash+, the unlimited subscription model, all of which allows us to tap into the growth of the creator economy long tail. • Partnership with leading technology companies, including NVIDIA, Bria AI and Runway, to develop image and video generative AI models and services designed to be commercially safe that compensate creators on a recurring basis for the use of their content as training data. • Extended search experience to accept natural language queries, allowing customers to be more expressive in their searches and, in turn, we better understand their intent and serve content that meets their needs. • Continued to deleverage our balance sheet, including the principal payment in August 2022 of $300 million and further voluntary payments totaling $57.8 million in 2024 under our Credit Facility, and recently refinanced our Term Loans in the first quarter of 2025.
Archive Getty Images maintains one of the largest and best privately-owned photographic archives in the world with over 135 million images cross geographies, time periods and verticals. Additionally, we exclusively represent and maintain unique archives such as Hulton, Bettman, Sygma and Gamma. These key collections often hold historical significance and are irreplaceable.
Archive Getty Images maintains one of the largest and best privately-owned photographic archives in the world with over 150 million images across geographies, time periods and verticals. Additionally, we exclusively represent and maintain unique archives such as Hulton, Bettman, Sygma and Gamma. These key collections often hold historical significance and are irreplaceable.
Our competitors include: online marketplaces and traditional stock content suppliers of current and archival creative and editorial imagery and stock video; specialized visual content companies in specific geographic regions; providers of free images, music and video and related tools; websites specializing in image search, recognition, discovery and consumption; websites that host and store images, art and other related products; those providers of visual content creation and editing tools that include integrated stock content in their product offering; providers of cloud-based digital asset management tools; social networking and social media services; generative AI-services; and commissioned photographers and photography agencies.
Our competitors include: online marketplaces and traditional stock content suppliers of current and archival creative and editorial imagery and stock video; specialized visual content companies in specific geographic regions; providers of free images, music and video and related tools; websites specializing in image search, recognition, discovery and consumption; websites that host and store images, art and other related products; those providers of visual content creation and editing tools that include integrated stock content in their product or software as a service offering; providers of cloud-based digital asset management tools; social networking and social media services; generative AI-services; and freelancers, commissioned photographers and photography agencies.
Risk Factors—Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations. ” Seasonality Our operating results may fluctuate from quarter to quarter and year to year as a result of a variety of factors, including as a result of major sporting events, world events or otherwise.
Risk Factors—Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations. ” 13 Table of Conten ts Seasonality Our operating results may fluctuate from quarter to quarter and year to year as a result of a variety of factors, including as a result of major sporting events, world events or otherwise.
Comprehensive Premium Product Offering Our differentiated, authentic and high-quality content offering is generated through: • A growing base of more than 557,000 contributors, of which over 80,000 are exclusive to Getty Images. • Over 70 exclusive editorial content partners, such as AFP, Disney, Globo, ITN, Bloomberg, BBC Studios, CBS, The Boston Globe, Fairfax Media, NBC News Archives and Sky News, who rely upon Getty Images to manage and license their content and Formula One, NBA, NHL, MLB, NASCAR, FIFA and International Olympic Committee, who, in addition to distributing content from their events through Getty Images, grant us unique commercial rights with event and content access. • Nearly 400 dedicated staff content experts across creative and editorial who guide and contribute to the creation of over 10 million new visual assets per quarter and have been recognized with more than 1,400 major industry awards including the 2022 Pulitzer Prize for Breaking News Photography, World Press Photo, Picture of the Year International, Sony World Photography Awards, White House Photographer of the Year, The Lucie Awards, Visa d’Or, Ville de Perpignan Remi Ochlik, UK Picture Guild Awards, Press Photographer of the Year, Sports Photographer of the Year and Creative Review Photography Annual. • A unique comprehensive visual archival collection covering a broad range of geographies, time periods and content categories such as news, sport, celebrity, music and fashion.
Comprehensive Premium Product Offering Our differentiated, authentic and high-quality content offering is generated through: • A growing base of more tha n 583,000 contributors, of which over 81,000 are exclusive to Getty Images. • Over 75 exclusive editorial content partners, such as AFP, Disney, Glo bo, ITN, Bloomberg, BBC Studios, CBS, The Boston Globe, Fairfax Media, NBC News Archives and Sky News, who rely upon Getty Images to manage and license their content and Formula One, NBA, NHL, MLB, NASCAR, FIFA and International Olympic Committee, who, in addition to distributing content from their events through Getty Images, grant us unique commercial rights with event and content access. • Nearly 400 dedicated staff content experts across creative and editorial who guide and contribute to the creation of over 11 million new visual assets per quarter and have been recognized with more than 1,500 major industry awards including the 2022 Pulitzer Prize for Breaking News Photography, World Press Photo, Picture of the Year International, Sony World Photography Awards, White House Photographer of the Year, The Lucie Awards, Visa d’Or, Ville de Perpignan Remi Ochlik, UK Picture Guild Awards, Press Photographer of the Year, Sports Photographer of the Year and Creative Review Photography Annual. • A unique comprehensive visual archival collection covering a broad range of geographies, time periods and content categories such as news, sport, celebrity, music and fashion.
Accelerate our penetration across high-growth geographies : We are focused on deepening our international reach by investing in digital marketing, search engine optimization and further localization of our services, offerings and content in geographies where we are underpenetrated.
Accelerate our penetration across high-growth geographies : We are focused on deepening our international reach by investing in digital marketing, search engine optimization and further localization of our services, offerings and content in geographies where we are unde rpenetrated.
Continued emphasis on subscription offerings : Annual subscription revenues now comprise roughly half our total revenue, and we expect to further increase penetration over time through an emphasis on our e-commerce offerings and continued growth of our larger subscription offerings.
Continued emphasis on subscription offerings : Annual subscription revenues now comprise more than half our total revenue, and we expect to further increase penetration over time through an emphasis on our e-commerce offerings and continued growth of our larger subscription offerings.
Item 1. Business. The Company Getty Images Holdings, Inc. is a Delaware corporation with its corporate headquarters located at 605 5th Ave S., Suite 400, Seattle, Washington 98104, telephone number (206) 925-5000, Internet website address www.gettyimages.com. Our Internet website and content contained therein or connected thereto are not intended to incorporate into this Annual Report.
Item 1. Business. The Company Getty Images Holdings, Inc. is a Delaware corporation with its corporate headquarters located at 605 5th Ave S., Suite 400, Seattle, Washington 98104, telephone number (206) 925-5000, internet website address www.gettyimages.com. Our internet website and content contained therein or connected thereto are not incorporated by reference into this Annual Report.
Further, we continue to remain subject to uncertainty related to foreign jurisdictions’ potential reactions to the TCJA, as well as evolving regulatory views and legislation regarding taxation of e-commerce businesses such as the Organization for Economic Cooperation and Development’s Base 14 Table of Cont e n t Erosion and Profit Shifting proposals and other country specific digital tax initiatives.
Further, we continue to remain subject to uncertainty related to foreign jurisdictions’ potential reactions to the TCJA, as well as evolving regulatory views and legislation regarding taxation of e-commerce businesses such as the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting proposals and other country specific digital tax initiatives.
We operate multiple websites which are available on a global basis, maintained in 23 different languages, localized for their respective markets, and which provide for e-commerce transactions in 24 local currencies. 7 Table of Cont e n t Back-end integration across the Getty Images and iStock websites and brands allows for efficiency of use by customers, enabled by natural language processing and machine learning to understand the context and meaning behind a user’s search query, along with additional search capabilities that are enabled by patented search technology that attaches metadata such as captions, keywords, and tags to our content.
We operate multiple websites which are available on a global basis, maintained in 23 different languages, localized for their respective markets, and which provide for e-commerce transactions in 34 local currencies. 6 Table of Conten ts Back-end integration across the Getty Images and iStock websites and brands allows for efficiency of use by customers, enabled by natural language processing and machine learning to understand the context and meaning behind a user’s search query, along with additional search capabilities that are enabled by patented search technology that attaches metadata such as captions, keywords, and tags to our content.
In the fall of 2023, we launched Generative AI by Getty Images in partnership with NVIDIA Corporation (“NVIDIA”), which is designed to be a commercially safe AI image generation service that is trained exclusively with Getty Images creative content. 5 Table of Cont e n t • iStock is our value offering of creative stills and videos, which provides a significant volume of exclusive image and video content to small to medium sized businesses, furnishing them with a powerful and cost-efficient means to produce and maintain their visual narrative.
In the fall of 2023, we launched Generative AI by Getty Images in partnership with NVIDIA Corporation (“NVIDIA”), which is designed to be a commercially safe AI image generation service that is trained exclusively with Getty Images creative content. 4 Table of Conten ts • iStock is our value offering of creative stills and videos, which provides a significant volume of exclusive image and video content to small to medium sized businesses, furnishing them with a powerful and cost-efficient means to produce and maintain their visual narrative.
Annual Subscription products include subscriptions with a duration of 12 months or longer. • Other : Other represents 1.9%, 1.6%, and 1.6% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively.
Annual Subscription products include subscriptions with a duration of 12 months or longer. • Other : Other represents 4.3%, 1.9%, and 1.6% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively.
Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 may also be obtained by stockholders without charge upon written request to: Getty Images Holdings, Inc., 605 5th Ave S., Suite 400, Seattle, Washington 98104, ATTN: Investor Relations. Item 1A. Risk Factors.
Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 may also be obtained by stockholders without charge upon written request to: Getty Images Holdings, Inc., 605 5th Ave S., Suite 400, Seattle, Washington 98104, ATTN: Investor Relations.
We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community.
We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefi ng and art direction to our exclusive contributor community.
Our approach aims to empower employees to do their best work in the setting that works for them, supporting employee flexibility while balancing business needs. 13 Table of Cont e n t Government Regulation The legal environment of the internet is evolving rapidly throughout the world.
Our approach aims to empower employees to do their best work in the setting that works for them, supporting employee flexibility while balancing business needs. Government Regulation The legal environment of the internet is evolving rapidly throughout the world.
We anticipate our future growth to be driven by the following strategies: 8 Table of Cont e n t Capturing growth within the Corporate Market : The corporate market has been a clear and steady source of growth over the last several years and we believe a large corporate market opportunity still exists.
We anticipate our future growth to be driven by the following strategies: Capturing growth within the Corporate Market : The corporate market has been a clear and steady source of growth over the last several years and we believe a large corporate market opportunity still exists.
These steps have improved our marketing returns, resulting in decreased customer acquisition cost (since 2019 down by over 30% to $109 in 2023) and improved revenue opportunity and customer lifetime value. Our Business Transformation Over the past several years, we have reoriented our strategy and made significant business investments.
These steps have improved our marketing returns, resulting in decreased customer acquisition cost (since 2019 down b y over 20% to $133 in 2024) and improved revenue opportunity and customer lifetime value. Our Business Transformation Over the past several years, we have reoriented our strategy and made significant business investments.
We are committed to building a diverse community and creating an environment in which all can thrive. How we hire, develop, and compensate at all levels and in all departments, including our global network of content creators, must address systemic bias.
We are committed to building a community and environment in which all can thrive. How we hire, develop, and compensate at all levels and in all departments, including our global network of content creators, must be free from bias.
We do this by engaging with employees in regular feedback loops, including live discussions and a bi-annual engagement survey, and that feedback then provides insights that fuel our employee programming from learning and development to our total rewards approaches and everything in between.
We foster an environment of transparency, always seeking to learn and improve our employee experience. We do this by engaging with employees in regular feedback loops, including live discussions and a bi-annual engagement survey, and that feedback then provides insights that fuel our employee programming from learning and development to our total rewards approaches and everything in between.
Marketing Since 2019, we have improved our marketing efficiency, which has driven acceleration in our new customer growth, with new customers per million dollars of digital marketing spend increasing by more than 50% in 2023 when compared to 2019.
Marketing Since 2019, we have improved our marketing efficiency, which has driven acceleration in our new customer growth, with new customers per million Dollars of digital marketing spend increasing b y more than 30% in 2024 when compared to 2019, driven by marketing efficiency which helps drive new customer acquisition.
We have developed market enhancements across e-commerce, content subscriptions, user-generated content, diverse and inclusive content, and proprietary research alongside investment in our technology platform, which includes generative AI-services designed to be commercially safe, natural language processing, AI based integrated APIs, to become a global, trusted industry leader in the visual content space. 4 Table of Cont e n t Product Offerings Our comprehensive product offering is designed to address the full spectrum of customers’ visual content needs.
We have developed market enhancements across e-commerce, content subscriptions, user-generated content, diverse and inclusive content, and proprietary research alongside investment in our technology platform (which includes generative AI-services designed to be commercially safe, natural language processing, and AI based integrated APIs) to become a global, trusted industry leader in the visual content space.
Risk 12 Table of Cont e n t Factors—The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business .” Diversity and Inclusion Our vision for diversity and inclusion is a Getty Images whose employees, contributors, and imagery reflects the diversity of our customers and markets around the globe and our culture enables individuals to come to work as themselves, be treated with respect and be given equal opportunities, and will ensure their perspectives and experiences are included in our decision making.
Risk Factors—The loss of key personnel, an inability to attract and retain 11 Table of Conten ts additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business .” Diversity and Inclusion Our vision for our culture is one that enables individuals to come to work as themselves, be treated with respect and be given equal opportunities, and will ensure their perspectives and experiences are included in our decision making.
Editorial represents 35.0%, 35.2% and 33.4% of our revenue, of which 53.3%, 52.1% and 53.5% is generated through our annual subscription products, for the years ended December 31, 2023, 2022 and 2021, respectively.
Editorial represents 36.8%, 35.0% and 35.2% of our revenue, of whic h 53.7% , 53.3% and 52.1% is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively.
Growth Strategies We believe we are well-positioned to continue generating revenue and strong cash flow by capitalizing on the increasing demand for visual content driven by long-term trends through our differentiated end-to-end content offering, our established brands and corresponding market coverage, and our strong value proposition to customers and content providers.
We believe that our transformation and investments, together with the changes driving industry growth, set the stage for our next phase of growth. 7 Table of Conten ts Growth Strategies We believe we are well-positioned to continue generating revenue and strong cash flow by capitalizing on the increasing demand for visual content driven by long-term trends through our differentiated end-to-end content offering, our established brands and corresponding market coverage, and our strong value proposition to customers and content providers.
Monetize reach into evolving creator economy : We believe our acquisition of Unsplash has strengthened our position in the rapidly growing “creative long-tail” economy. Unsplash attracts more than 22 million visitors per month and has over 24,000 API integrations.
Monetize and expand reach into growing long-tail creator economy : We believe our acquisition of Unsplash has strengthened our position in the rapidly growing “creative long-tail” economy. Unsplash attracts more than 16 mi llion visitors per month and has ove r 27,000 API integrations.
This includes music licensing, digital asset management and distribution services, print sales and data licensing. 6 Table of Cont e n t With a consistently differentiated, authentic and high-quality content offering at our core, we have a rich history of embracing disruption and innovation with regard to how that content is packaged, accessed, licensed, created and distributed to an evolving universe of customers.
This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing. 1 Prior year percentage has been restated to conform to the current year presentation. 5 Table of Conten ts With a consistently differentiated, authentic and high-quality content offering at our core, we have a rich history of embracing disruption and innovation with regard to how that content is packaged, accessed, licensed, created and distributed to an evolving universe of customers.
However, approximately 27% of Getty Images and 11% of iStock customers purchase 9 Table of Cont e n t video. We expect more customers to use video in the future, which we believe creates a stickier customer that potentially consumes and spends more on our platform.
However, a pproximately 30% of Getty Images and 14% of iStock customers 8 Table of Conten ts purchase video. We expect more customers to use video in the future, which we believe creates a stickier customer that potentially consumes and spends more on our platform.
We are committed to a work environment that is a safe and inclusive space for all individuals. We are committed to increasing the diversity of our staff, our leadership, and our content creators. We are committed to open dialogue and provide resources and training in support of our collective learning journey.
We are committed to a work environment that is a safe and inclusive space for all individuals. We are committed to open dialogue and provide resources and training in support of our collective learning journey. We are committed to providing authentic and positive depiction across all communities.
We believe our principal competitors for creative content are Shutterstock and AdobeStock and our principal competitors for editorial content include the Associated Press and Reuters. 11 Table of Cont e n t Intellectual Property A significant portion of the content that we distribute is licensed to us from individual photographers and videographers and image partners.
Midjourney, Dall-E, Stable Diffusion) and our principal competitors for editorial content include the Associated Press and Reuters. 10 Table of Conten ts Intellectual Property A significant portion of the content that we distribute is licensed to us from individual photographers and videographers and image partners.
Annual Subscription Revenue 1 1 Represents annual subscription product revenue as a percentage of total revenue (excluding certain retired products ) Continue to grow video consumption : The video attachment rate, a measure of the percentage of total paid customer downloaders who are video downloaders, increased to 14.1% for the year ended December 31, 2023 from 13.1% for the year ended December 31, 2022.
Continue to grow video consumption : The video attachment rate, a measure of the percentage of total paid customer downloaders who are video downloaders, increased to 16.5% for the year ended December 31, 2024 from 14.1% for the year ended December 31, 2023.
Creative represents 63.1%, 63.2% and 65.0% of our revenue of which 53.3%, 47.4% and 41.8% is generated through our annual subscription products, for the years ended December 31, 2023, 2022 and 2021, respectively.
Creative represents 58.9% , 63.1% and 63.2% of our revenue of which 56.0%, 52.2% 1 and 46.5% 1 is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively.
We source and store our content on a common, scalable, and proprietary rights and content management system that supports all content types and categories. This platform enables customers to search, select, license, and download content from our websites and supports our centralized sales order processing, customer database management, finance, and accounting.
This platform enables customers to search, select, license, and download content from our websites and supports our centralized sales order processing, customer database management, finance, and accounting.
For the year ended December 31, 2023, we paid nearly $220 million in royalties to our content contributors, which includes content partners. Independent contributors Independent contributors typically fund their own production costs and retain copyright ownership of their content but enter contracts with Getty Images granting global distribution and pricing rights, often on an exclusive basis.
Independent contributors Independent contributors typically fund their own production costs and retain copyright ownership of their content but enter contracts with Getty Images granting global distribution and pricing rights, often on an exclusive basis.
Budget-conscious creative stills and video Free and very low cost creative stills Key Customer Enterprise customers SMBs SMBs, prosumers and professional/semiprofessional content creators Go-to-Market Approach Premium account management with supporting services (e.g., research, rights and clearance, digital asset management) Primarily e-commerce and online service Self-service Rights Extensive protections and rights customized to customer needs Industry standard Limited/no indemnification Business Models A la carte, subscription and custom assignments A la carte and subscription Subscription, Ad-supported and API monetization • Getty Images is our premium offering focused on corporate, agency, and media customers, serving the full breadth of our customers’ content needs by combining the highest quality content with premium support and customized rights and protections.
Target Customer Enterprises SMBs SMBs, Prosumers, Pro & Semipro Content Creators Asset Type Premium Creative & Editorial (Stills, Music, Video, and Generative AI) Budget-Conscious Stills, Video, and Generative AI Free & Low-Cost Creative Stills Asset Rights Uncapped Indemnification and Rights Customized to Customer Needs Capped Indemnification With Option for More Protection Capped / No Indemnification Go-to-Market Premium Account Management & Dedicated Support Primarily E-Commerce and Online Service Primarily E-Commerce and Online Service Plans and Pricing A La Carte, Subscriptions and Custom Assignments A La Carte and Subscriptions Free (Ads), Subscriptions, Ad-supported and Paid API Integrations • Getty Images is our premium offering focused on corporate, agency, and media customers, serving the full breadth of our customers’ content needs by combining the highest quality content with premium support and customized rights and protections.
Employees As of December 31, 2023, we had more than 1,700 employees, of which approximately 63% were located in the Americas region, approximately 30% in the EMEA region, and the remainder in the APAC region.
Employees As of December 31, 2024, we had almost 1,700 employees, of which approximately 61% were located in the Americas region, approximately 31% in the Europe, Middle East and Africa ( “ EMEA ” ) region, and the remainder in the Asia-Pacific region.
As of December 31, 2023, corporations, media, and agency customers contributed approximately 56%, 28%, and 16%, of revenue, respectively. Through our brands Getty Images, iStock and Unsplash, we reach customers from the largest enterprises to the smallest businesses and individual creators. In addition, we maintain deep integrations with internet platforms, ensuring broad access to our content across the creative economy.
For the year ended December 31, 2024, corporations, media, and agency customers contributed approximately 56%, 29%, and 15%, of revenue, respectively. Through our brands Getty Images, iStock and Unsplash, we reach customers from the largest enterprises to the smallest businesses and individual creators.
Getty Images is privileged to work with the world’s leading companies every day. In 2023 and 2022, over 75% of our booked revenues were from customers that have a tenure of 10 years or more. In addition to maintaining strong revenue from highly tenured customers, we added more than 387,000 new customers during the year ended December 31, 2023.
In addition, we maintain deep integrations with internet platforms, ensuring broad access to our content across the creative economy. Getty Images is privileged to work with the world’s leading companies every day. In 2024 and 2023, over 80% of our booked revenues were from customers that have a tenure of 10 years or more.
Employee Opportunity Our more than 1,700 employees represent the diverse communities they live and work in around the world. They come from more than 33 countries, and include working parents, military spouses and veterans. They bring a wide berth of perspectives and experiences to drive our mission.
Employee Opportunity Our more tha n 1,700 employees come from more than 32 countries, and include working parents, military spouses and veterans. They bring a wide berth of perspectives and experienc es to drive our mission. We seek to ensure our employees are recognized and rewarded, feel empowered and inspired as they live out our Leadership Principles every day.
These exclusive relationships allow for transparent information and the sharing of research and insights with contributors. Nearly 66% of our revenue was generated from exclusive content during 2023 highlighting customer demand for high quality, differentiated content in a world with nearly infinite visual content.
Nearly 70% of our revenue was generated from exclusive content during 2024 highlighting customer demand for high quality, differentiated content in a world with nearly infinite visual content. For the year ended December 31, 2024, we paid nearly 220 million in royalties to our content contributors, which includes content partners.
As of December 31, 2023, we owned or licensed more than 562 million images and videos. 10 Table of Cont e n t More than 110 staff photographers and videographers and over 80,000 contributors, which includes premium content partners, provide content to Getty Images on an exclusive basis.
As of December 31, 2024, we owned or licensed more than 604 million images and videos. 9 Table of Conten ts We have 110 staff photographers and videographers and ov er 81,000 exclusive contributors, which includes premium content partners. These exclusive relationships allow for transparent information and the sharing of research and insights with contributors.
We also have strong revenue diversification. For the year ended December 31, 2023, our top ten customers contributed less than 6% of our booked revenue. Proprietary Platform & Infrastructure The Getty Images and iStock websites and related systems are on a unified, global, cloud-based platform.
Proprietary Platform & Infrastructure The Getty Images and iStock websites and related systems are on a unified, global, cloud-based platform. We source and store our content on a common, scalable, and proprietary rights and content management system that supports all content types and categories.
Removed
Content Premium creative and editorial content including stills, music and video.
Added
On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger to combine in a merger-of-equals transaction with Shutterstock.
Removed
We believe that our transformation and investments, together with the changes driving industry growth, set the stage for our next phase of growth.
Added
See “ Item 7 – Management’s Discussion and Analysis of Financial and Results of Operations – Merger Agreement with Shutterstock ”. 3 Table of Conten ts Product Offerings Our comprehensive product offering is designed to address the full spectrum of customers’ visual content needs.
Removed
Additionally, we compete with in-house or self-created content.
Added
In addition to maintaining strong revenue from highly tenured customers, we added more tha n 385,000 new customers during the year ended December 31, 2024. We al so have strong revenue diversification. For the year ended December 31, 2024, our top ten customers contributed less than 7% of our booked revenue.
Removed
We are committed to providing authentic and positive depiction across all marginalized communities. We maintain a Global Advisory Committee on Diversity and Inclusion comprised of 21 employees from our global employee base. The committee’s responsibilities encompass auditing and advising the business’ diversity and inclusion efforts and progress while supporting and engaging local offices, Employee Resource Groups and employees.
Added
Please refer to “ Note 23 — Subsequent Events ” in our consolidated financial statements for more discussion on our debt refinance.
Removed
We seek to ensure our employees are recognized and rewarded, feel empowered and inspired as they live out our Leadership Principles every day. We foster an environment of transparency, always seeking to learn and improve our employee experience.
Added
Annual Subscription Revenue 1 1 Represents annual subscription product revenue as a percentage of total revenue (excluding certain retired products).
Removed
In addition to the other information contained in this Annual Report, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in this Form 10-K before investing in our securities.
Added
Additionally, we compete with in-house or self-created content. We believe our principal competitors for creative content include bundled offerings (e.g., Canva, Adobe), pre-shot digital content providers (e.g., Shutterstock, 123RF, Dreamstime and AdobeStock), freelancer networks (e.g., Fiverr) and GenAI (e.g.
Removed
The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us.
Added
AI Act, and the laws, rules and regulations directly relating to the use of AI or extending the application of existing laws, rules and regulations to AI systems and outputs adopted by U.S. states, including Colorado and California.
Removed
Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.
Removed
Summary Risk Factors • Operational Risks Related to Our Business ◦ Our inability to attract new and retain existing and repeat customers; ◦ Our inability to offer relevant, quality and diversity of content to satisfy customer needs; ◦ The intense competition we face could reduce our revenues, margins and operating results; ◦ Our inability to successfully execute our business strategy; ◦ Risks resulting from increased costs incurred in implementing our business strategy; ◦ Our inability to maintain an effective system of internal control over financial reporting; ◦ Losing the right to use the “Getty Images” trademark; 15 Table of Cont e n t ◦ Our inability to adapt to industry change; ◦ The increasing use of AI applications such as generative AI technologies that may result in harm to our brand, reputation, business, or intellectual property; ◦ Failure to develop, market, sell or enhance new or existing products and services; ◦ Our failure to successfully expand into new international markets; ◦ Risks resulting from actions by governments to restrict access to our services; ◦ Negative impacts of currency fluctuations; ◦ Our inability to adequately maintain, adapt and upgrade our websites and technology systems to ingest and deliver higher quantities of new content; ◦ Technological interruptions that impair access to our websites or the efficiency of our websites and technology systems damaging our reputation and brand; ◦ Our failure to protect the proprietary information of our customers and our networks against cybersecurity breaches; ◦ Our inability to acquire or integrate new content and product lines; ◦ Potential for goodwill or other intangible asset impairment charges ◦ Our inability to obtain additional capital on commercially reasonable terms; and ◦ Our incurrence of debt, which could have a negative impact on our financing options and liquidity position. • Risks Related to Personnel ◦ The impact of worldwide economic, political and social conditions on our business; ◦ The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our business; ◦ Risks related to our use of independent contractors; ◦ Our inability to protect and enforce our intellectual property rights; • Risks Related to Our Intellectual Property and Confidential Information ◦ Infringement on intellectual property rights of third parties; ◦ Risks associated with the use of “open source” software; ◦ Risks associated with scraping our content for use in training AI models and services; • Risks Related to Legal and Regulatory Matters ◦ An increase in government regulation of the industries and markets in which we operate, including with respect to the internet, e-commerce and AI; ◦ Risks associated with public disclosure regulations and expectations, including with respect to environmental, social and governance matters; ◦ Exposure to greater than anticipated income and transaction tax liabilities; ◦ Our inability to comply with privacy, information security and data protection regulations and legal obligations; ◦ Payment-related risks that may result in higher operating costs or the inability to process payments; ◦ Complaints or litigation that may adversely affect our business and reputation; • Risks Related to Our Class A Common Stock ◦ Risks related to our status as an “emerging growth company” and “smaller reporting company”; ◦ Class A common stock price volatility; ◦ Lack of an active trading market for our Class A common stock; ◦ Future sales of shares by existing stockholders could cause our stock price to decline; ◦ Delaware law and provisions of our organizational documents that make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock; ◦ Forum selection provisions in our Amended and Restated Certificate of Incorporation; ◦ Our inability to pay dividends for the foreseeable future; and ◦ Additional issuances of shares of Class A common stock or other equity securities without shareholder approval. 16 Table of Cont e n t Operational Risks Related to Our Business Our business depends in large part on our ability to attract new and retain existing and repeat customers.
Removed
More than a majority of our revenue is derived from customers who have licensed content from us in the past. We are also increasingly seeing the mix of revenue shift to committed revenues from annual subscription products.
Removed
We must ensure that existing customers remain active customers and that we are successful in renewing our committed content agreements, including Premium Access agreements and iStock annual subscriptions. Our future performance largely depends on our ability to attract new and retain existing customers.
Removed
We employ various customer experience, content, marketing and pricing strategies to incentivize customers to seek and use our content.
Removed
Our customer experience strategies may be unsuccessful, due to lack of available and desirable content, the depth and breadth of our current and future product offerings, lack of differentiated content, a decline or failure in the quality and accuracy of our search algorithms, the features and functionality of our websites, payment systems and effectiveness of our sales support.
Removed
As new and emerging platforms and content distribution systems emerge, including but not limited to generative AI generated content and services powered by generative AI, our customers may no longer want to source content from distributors such as us.

… 86 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+153 added−11 removed227 unchanged
Biggest changePenalties for violations of these rules can be severe, including having the violator’s assets frozen or forfeited and up to $250,000 or twice the transaction value per violation in fines. • The CCPA regulates the collection and processing of personal data of California residents, and grants residents certain rights in connection with such collection and processing. • The CPA regulates the collection and processing of the personal data of Colorado residents, and grants residents certain rights in connection with such collection and processing. • The CTDPA regulates the collection and processing of personal data of Connecticut residents, and grants residents certain rights in connection with such collection and processing. • The UCPA regulates the collection and processing of personal data of Utah residents, and grants residents certain rights in connection with such collection and processing. • The VACDPA regulates the collection and processing of personal data of Virginia residents, and grants residents certain rights in connection with such collection and processing. • The BIPA regulates the collection, use, safeguarding, and storage of “biometric identifiers” by private entities.
Biggest changePenalties for violations of these rules can be severe, including having the violator’s assets frozen or forfeited and up to $250,000 or twice the transaction value per violation in fines. • The CCPA regulates the collection and processing of personal data of California residents, and grants residents certain rights in connection with such collection and processing. • The CPA regulates the collection and processing of the personal data of Colorado residents, and grants residents certain rights in connection with such collection and processing. • The CTDPA regulates the collection and processing of personal data of Connecticut residents, and grants residents certain rights in connection with such collection and processing. • The FDBR regulates the collection and processing of personal data of Florida residents, and grants residents certain rights in connection with such collection and processing. • The MTCDPA regulates the collection and processing of personal data of Montana residents, and grants residents certain rights in connection with such collection and processing. • The OCPA regulates the collection and processing of personal data of Oregon residents, and grants residents certain rights in connection with such processing. • The TDPSA regulates the collection and processing of personal data of Texas residents, and grants residents certain rights in connection with such processing. • The UCPA regulates the collection and processing of personal data of Utah residents, and grants residents certain rights in connection with such collection and processing. • The VACDPA regulates the collection and processing of personal data of Virginia residents, and grants residents certain rights in connection with such collection and processing. • The BIPA regulates the collection, use, safeguarding, and storage of “biometric identifiers” by private entities.
Several other foreign jurisdictions have adopted or are considering adopting new or updated comprehensive privacy legislation to offer additional data privacy for individuals, such as: Brazil, where its General Data Protection Law that imposes detailed rules for the collection, use, processing and storage of personal data in Brazil took effect on September 18, 2020, and became enforceable on August 1, 2021; and India, where on August 9, 2023 the Digital Personal Data Protection Act was passed and comes into effect in June 2024, which imposes rules regarding the collection, use, processing and storage of personal data in India.
Several other foreign jurisdictions have adopted or are considering adopting new or updated comprehensive privacy legislation to offer additional data privacy for individuals, such as: Brazil, where its General Data Protection Law that imposes detailed rules for the collection, use, processing and storage of personal data in Brazil took effect on September 18, 2020, and became enforceable on August 1, 2021; and India, where on August 9, 2023 the Digital Personal Data Protection Act was passed and came into effect in June 2024, which imposes rules regarding the collection, use, processing and storage of personal data in India.
Existing or future laws and other regulations that may materially affect our business include, but are not limited to, those that govern or restrict: • privacy and biometric issues and data collection, processing, retention and transmission; • data and cybersecurity; • subscriptions practices, including automatic contract or subscription renewal, billing and cancellation; • credit card fraud and processing; • consumer protection; • advertising, marketing and sales of our content and services; • pricing and taxation of goods and services offered over the internet; • website content, or the manner in which products and services may be offered, paid for and/or marketed over the internet; • sources of liability for companies involved in internet services or e-commerce; • piracy and intellectual property rights; • the development and use of AI generated content; • internet neutrality and internet access; • controls on overseas suppliers and other similar anti-terrorism controls, anti-bribery and anti-corruption conduct and policies; and • outsourcing, contracting and employment.
Existing or future laws and other regulations that may materially affect our business include, but are not limited to, those that govern or restrict: • privacy and biometric issues and data collection, processing, retention and transmission; • data and cybersecurity; • subscriptions practices, including automatic contract or subscription renewal, billing and cancellation; • credit card fraud and processing; • consumer protection; • advertising, marketing and sales of our content and services; • pricing and taxation of goods and services offered over the internet; • website content, or the manner in which products and services may be offered, paid for and/or marketed over the internet; • sources of liability for companies involved in internet services or e-commerce; • piracy and intellectual property rights; • the development of generative AI models, including training data; • use of AI generated content; • internet neutrality and internet access; • controls on overseas suppliers and other similar anti-terrorism controls, anti-bribery and anti-corruption conduct and policies; and • outsourcing, contracting and employment.
Modern Slavery Act, or other anti-corruption or anti-money laundering laws, tax regulations, disclosure requirements, privacy laws, biometric, data protection, rights of publicity, human rights, employment, technology laws and laws relating to content; • government regulation of e-commerce and restrictions on communications, distribution of content and media, including censorship; • disruption in the political, economic or military stability of markets in which we operate; • providing for the health and safety of our photographers and other employees around the world; • potential legal, political or social uncertainty and volatility or catastrophic events, including wars and terrorist events, that could restrict our photographers’ travel or otherwise adversely impact our operations and business and/or those of the companies with which we do business; • currency restrictions that may limit our ability to repatriate profits; • differences in payment cycles, increased credit risks and increased payment fraud levels; • lack of adoption by certain jurisdictions of e-commerce and internet payment platforms and adoption of different platforms by different jurisdictions; • reduced and more costly protection of our intellectual property; • currency exchange fluctuations, hyperinflation and deflation fluctuations; • potential adverse tax consequences of doing business in certain jurisdictions; 22 Table of Cont e n t • recruiting and retaining talented and capable management and employees in foreign countries; and • difficulties of establishing, adapting and maintaining the systems and operations for compliance with and management of these risks.
Modern Slavery Act, or other anti-corruption or anti-money laundering laws, tax regulations, disclosure requirements, privacy laws, biometric, data protection, rights of publicity, human rights, employment, technology laws and laws relating to content; • government regulation of e-commerce and restrictions on communications, distribution of content and media, including censorship; • disruption in the political, economic or military stability of markets in which we operate; • providing for the health and safety of our photographers and other employees around the world; • potential legal, political or social uncertainty and volatility or catastrophic events, including wars and terrorist events, that could restrict our photographers’ travel or otherwise adversely impact our operations and business and/or those of the companies with which we do business; • currency restrictions that may limit our ability to repatriate profits; • differences in payment cycles, increased credit risks and increased payment fraud levels; • lack of adoption by certain jurisdictions of e-commerce and internet payment platforms and adoption of different platforms by different jurisdictions; • reduced and more costly protection of our intellectual property; • currency exchange fluctuations, hyperinflation and deflation fluctuations; • potential adverse tax consequences of doing business in certain jurisdictions; • recruiting and retaining talented and capable management and employees in foreign countries; and • difficulties of establishing, adapting and maintaining the systems and operations for compliance with and management of these risks.
Certain other risks related to such acquisitions and investments that may have a material effect on our business or prevent us from benefiting from such investments include: • disruption of our ongoing business, including diverting management’s attention from existing businesses and operations; • costs incurred in performing due diligence and professional fees relating to potential acquisitions and partnerships; • use of cash resources or incurrence of debt to fund acquisitions and investments; • assumption of actual or contingent liabilities, known and unknown; • amortization expense related to acquired intangible assets, impairment of any goodwill acquired and other adverse accounting consequences; • difficulties and expenses in integrating the sales, marketing, operations, products, services, technology and financial and information systems of an acquired company, particularly in emerging geographic markets; • information security vulnerabilities; • retention of key employees, customers, and suppliers of an acquired business; and • an adverse review of an acquisition or potential acquisition, or limitations put on such acquisitions, by a regulatory body.
Certain other risks related to such acquisitions and investments that may have a material effect on our business or prevent us from benefiting from such investments include: • disruption of our ongoing business, including diverting management’s attention from existing businesses and operations; • costs incurred in performing due diligence and professional fees relating to potential acquisitions and partnerships; • use of cash resources or incurrence of debt to fund acquisitions and investments; • assumption of actual or contingent liabilities, known and unknown; • amortization expense related to acquired intangible assets, impairment of any goodwill acquired and other adverse accounting consequences; • difficulties and expenses in integrating the sales, marketing, operations, products, services, technology and financial and information systems of an acquired company, particularly in emerging geographic markets; • information security vulnerabilities; 26 Table of Conten ts • retention of key employees, customers, and suppliers of an acquired business; and • an adverse review of an acquisition or potential acquisition, or limitations put on such acquisitions, by a regulatory body.
We currently, and may in the future, enter into certain derivatives or other financial instruments to hedge against this foreign exchange risk. It is difficult to predict the impact hedging activities have on our results of operations and any actions we have and will take with respect to hedging our foreign currency exchange risk may be unsuccessful.
We have previously and may in the future, enter into certain derivatives or other financial instruments to hedge against this foreign exchange risk. It is difficult to predict the impact hedging activities have on our results of operations and any actions we have and will take with respect to hedging our foreign currency exchange risk may be unsuccessful.
Financial difficulties experienced by our customers, third-party resellers, vendors and strategic partners due to economic volatility, rising interest rates, supply chain disruptions, inflation or other unfavorable changes could result in these companies scaling back operations, exiting businesses, merging with other businesses or filing for bankruptcy protection and potentially ceasing operations, all of which could adversely affect our business, financial condition and results of operations.
Financial difficulties experienced by our customers, third-party resellers, vendors and strategic partners due to economic volatility, rising interest rates, supply chain disruptions, inflation, tariffs and trade restrictions or other unfavorable changes could result in these companies scaling back operations, exiting businesses, merging with other businesses or filing for bankruptcy protection and potentially ceasing operations, all of which could adversely affect our business, financial condition and results of operations.
In addition, we will continue to be subject to Section 203 of the Delaware General Corporate Law.
In addition, we will continue to be subject to Section 203 of the Delaware General Corporate Law (the “DGCL”).
These provisions include the following: • a classified board of directors so that not all members of our board of directors are elected at one time; • the right of the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • director removal solely for cause; 39 Table of Cont e n t • “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • the right of our board of directors to issue our authorized but unissued Class A common stock and preferred stock without stockholder approval; • no ability of our stockholders to call special meetings of stockholders; • no right of our stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • limitations on the liability of, and the provision of indemnification to, our director and officers; • the right of the board of directors to make, alter, or repeal our Amended and Restated Bylaws; and • advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
These provisions include the following: • a classified Board of Directors so that not all members of our Board of Directors are elected at one time; • the right of our Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; • director removal solely for cause; • “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; • the right of our Board of Directors to issue our authorized but unissued Class A common stock and preferred stock without stockholder approval; • no ability of our stockholders to call special meetings of stockholders; • no right of our stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • limitations on the liability of, and the provision of indemnification to, our director and officers; • the right of our Board of Directors to make, alter, or repeal our Amended and Restated Bylaws; and • advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
In addition, a breach of any of the covenants in our outstanding debt agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility.
In addition, a breach of any of the covenants in our outstanding debt agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility (as amended).
Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access are a high priority for us, our efforts may not be enough to prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the proprietary information of our employees, customers and contributors.
Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access are a high priority for us, our efforts may not be enough to prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the proprietary 25 Table of Conten ts information of our employees, customers and contributors.
Although we are closely monitoring regulatory developments in this area, any actual or perceived failure by us to comply with any regulatory requirements or orders or other domestic or international privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others (e.g., class action litigation), subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and/or adversely affect our business.
Although we are closely monitoring regulatory 36 Table of Conten ts developments in this area, any actual or perceived failure by us to comply with any regulatory requirements or orders or other domestic or international privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others (e.g., class action litigation), subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and/or adversely affect our business.
Under this Act, it is illegal to engage in or do business with any 32 Table of Cont e n t individual or entity that engages in such trafficking and obligates companies and individuals to put in place appropriate controls to mitigate against such risks. • OFAC regulations, under which all U.S. individuals and businesses are prohibited from engaging in transactions with countries subject to comprehensive trade embargoes (such as Cuba and Iran) unless a specific exemption from the regulations exists (such as those for information, all materials and people-to-people exchanges) or a license is obtained from OFAC.
Under this Act, it is illegal to engage in or do business with any 32 Table of Conten ts individual or entity that engages in such trafficking and obligates companies and individuals to put in place appropriate controls to mitigate against such risks. • OFAC regulations, under which all U.S. individuals and businesses are prohibited from engaging in transactions with countries subject to comprehensive trade embargoes (such as Cuba and Iran) unless a specific exemption from the regulations exists (such as those for information, all materials and people-to-people exchanges) or a license is obtained from OFAC.
In June 2021, the European Commission formally approved an adequacy decision for the U.K. on data protection in which they deemed the U.K.’s data protection regime sufficient to protect E.U. personal data, but the U.K. is considering changes to the Data Protection Act and there is no guarantee that the European Commission will continue to retain its adequacy decision with respect to U.K. data protection law in the future.
In June 2021, the European Commission formally approved an adequacy decision for the U.K. on data protection in which they deemed the U.K.’s data protection regime sufficient to protect E.U. personal data, but the U.K. is considering changes to the Data Protection Act and there is no guarantee that the European Commission will continue to retain its adequacy decision, which is set to expire on June 27, 2025, with respect to U.K. data protection law in the future.
Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine.
Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine.
We evaluate the credit-worthiness of new customers and perform ongoing financial condition evaluations of our existing customers; however, there can be no assurance that our allowances for uncollected accounts receivable balances will be sufficient . As of December 31, 2023, our allowance for doubtful accounts was $6.5 million.
We evaluate the credit-worthiness of new customers and perform ongoing financial condition evaluations of our existing customers; however, there can be no assurance that our allowances for uncollected accounts receivable balances will be sufficient . As of December 31, 2024, our allowance for doubtful accounts was $6.2 million.
We also have the ability to initially issue up to 51,104,577 shares of Class A common stock under the 2022 Equity Incentive Plan, 5,000,000 shares of Class A common stock under the ESPP, 6,000,000 shares of Class A common stock under the Earn Out Plan (as defined below).
We also have the ability to initially issue up to 51,104,577 shares of Class A common stock under the 2022 Equity Incentive Plan, 5,000,000 shares of Class A common stock under the ESPP, 6,000,000 shares of Class A common stock under the Earn Out Plan.
We do not have redundancy for all of our systems, many of our critical applications reside in only one of our data centers or in the cloud, and our disaster recovery planning may not account for all eventualities. In addition, we may have inadequate insurance coverage to compensate for any related loss.
We do not have redundancy for all of our systems, many of our critical applications reside in only one of our data centers or in the cloud, and our disaster recovery planning may not account for all eventualities. In addition, we may have inadequate insurance coverage to compensate for any 24 Table of Conten ts related loss.
System 24 Table of Cont e n t disruptions and difficulties, whether as a result of our internally developed systems or those of third-party providers, may inconvenience our customers and content providers and/or result in negative publicity, and may negatively affect our ability to provide services and the volume of content we license and deliver over the internet, thereby causing users to perceive our sites as not functioning properly and causing them to use another website or other methods to obtain the products or services we offer.
System disruptions and difficulties, whether as a result of our internally developed systems or those of third-party providers, may inconvenience our customers and content providers and/or result in negative publicity, and may negatively affect our ability to provide services and the volume of content we license and deliver over the internet, thereby causing users to perceive our sites as not functioning properly and causing them to use another website or other methods to obtain the products or services we offer.
Our stock price may be exposed to additional risks because our business became a public company through a “de-SPAC” transaction.
Our stock price may be exposed to additional risks because we became a public company through a “de-SPAC” transaction.
Regulatory scrutiny of privacy, data collection, use of data and data protection continues to intensify both within the United States and globally. The personal information and other data we collect, store, process and use are increasingly subject to legislation and regulations in numerous jurisdictions around the world, especially in the U.K. and Europe.
Regulatory scrutiny of privacy, data collection, use of data and data protection continues to intensify globally. The personal information and other data we collect, store, process and use are increasingly subject to legislation and regulations in numerous jurisdictions around the world, especially in the U.K. and Europe.
We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible sourcing and social investments and other ESG related matters, in our SEC filings or in other public disclosures.
We may also communicate certain initiatives and goals, regarding environmental matters, human capital, responsible sourcing and social investments and other ESG related matters, in our SEC filings or in other public disclosures.
If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
If some investors find our securities less attractive as a result of our reliance on these 38 Table of Conten ts exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
If we fail to effectively manage or support future growth, or if we are otherwise negatively impacted by our efforts to grow our product lines, our business, results of operations and financial condition may be materially and adversely affected.
If we fail to effectively manage or support future growth, or if we are 23 Table of Conten ts otherwise negatively impacted by our efforts to grow our product lines, our business, results of operations and financial condition may be materially and adversely affected.
If a court were to find the exclusive-forum provision contained in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business. 40 Table of Cont e n t We do not intend to pay dividends for the foreseeable future.
If a court were to find the exclusive-forum provision contained in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business. We do not intend to pay dividends for the foreseeable future.
AI Act. We currently license content to customers in virtually every country in the world, excluding Sanctioned Countries, and the different laws that apply in each of those foreign countries may be more or less restrictive than those that apply to companies operating solely within the United States, creating tension in compliance obligations across borders.
We currently license content to customers in virtually every country in the world, excluding Sanctioned Countries, and the different laws that apply in each of those foreign countries may be more or less restrictive than those that apply to 33 Table of Conten ts companies operating solely within the United States, creating tension in compliance obligations across borders.
Further, statements about our ESG-related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Further, statements about our ESG-related initiatives and goals, and 34 Table of Conten ts progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
If the volume of sales to enterprise customers continues to grow, we expect to increase our allowance for doubtful accounts primarily as the result of changes in the volume of sales to customers who pay on payment terms.
If the volume of sales to enterprise customers continues to grow, we 37 Table of Conten ts expect to increase our allowance for doubtful accounts primarily as the result of changes in the volume of sales to customers who pay on payment terms.
In addition, increasingly regulators, customers, investors, employees and other stakeholders are focusing on environmental, social and governance (“ESG”) matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
In addition, regulators, customers, investors, employees and other stakeholders have focused on environmental, social and governance (“ESG”) matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
We may issue additional shares of Class A common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.
Further, in connection with Shutterstock Merger Agreement, we will issue additional shares of Class A common stock. We may issue additional shares of Class A common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.
Although we believe our tax provisions are reasonable, the final determination of tax 34 Table of Cont e n t audits and any related litigation could be materially different from our historical income tax provisions and reserves for uncertain tax positions. We have created reserves with respect to such tax liabilities where we believe it to be appropriate.
Although we believe our tax provisions are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and reserves for uncertain tax positions. We have created reserves with respect to such tax liabilities where we believe it to be appropriate.
See “ Item 3—Legal Proceedings ” fo r additional information. 30 Table of Cont e n t Our products and services may infringe on intellectual property rights of third parties, which could require us to incur substantial costs and distract our management.
See “ Item 3—Legal Proceedings ” fo r additional information. 30 Table of Conten ts Our products and services may infringe on intellectual property rights of third parties, which could require us to incur substantial costs and distract our management.
Numerous external forces beyond our control, including generally weak or uncertain economic conditions, supply chain disruptions, rising interest rates, inflation, negative or uncertain political climates, changes in government, global health epidemics (such as COVID-19), geopolitical conflicts and wars such as the Russia-Ukraine and Israel-Hamas wars, government shutdowns and/or the financial stability of the banking industry could adversely affect our financial condition.
Numerous external forces beyond our control, including generally weak or uncertain economic conditions, supply chain disruptions, rising interest rates, inflation, tariffs and trade restrictions, negative or uncertain political climates, changes in government, global health epidemics (such as COVID-19), natural disasters and the impact from climate change, geopolitical conflicts and wars such as the Russia-Ukraine and Israel-Hamas wars, government shutdowns and/or the financial stability of the banking industry could adversely affect our financial condition.
Under certain open source licenses, if certain conditions were met, we could be required to publicly release or license aspects of the source code of our software or to make our software available under open source licenses free of 31 Table of Cont e n t charge.
Under certain open source licenses, if certain conditions were met, we could be required to publicly release or license aspects of the source code of our software or to make our software available under open source licenses free of 31 Table of Conten ts charge.
In addition, we may not be readily able to achieve 35 Table of Cont e n t compliance with the requirements of certain privacy and data security laws and regulations within the required periods for compliance.
In addition, we may not be readily able to achieve compliance with the requirements of certain privacy and data security laws and regulations within the required periods for compliance.
Further, the evaluation and negotiation of potential 26 Table of Cont e n t acquisitions and partnerships, as well as the integration of acquired businesses or onboarding of new partners, may divert management time and other resources.
Further, the evaluation and negotiation of potential acquisitions and partnerships, as well as the integration of acquired businesses or onboarding of new partners, may divert management time and other resources.
If access to our services is restricted, in whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
If access to our services is restricted, in whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected. 22 Table of Conten ts The impact of currency fluctuations could adversely and materially affect our business and results of operations.
In October 2023, the FCC voted to begin the process of reinstating substantially all of the net 33 Table of Cont e n t neutrality rules that had been in place prior to the 2018 repeal.
In October 2023, the FCC voted to begin the process of reinstating substantially all of the net neutrality rules that had been in place prior to the 2018 repeal.
Copyright Directive, the Copyright Act, the Digital Millennium Copyright Act, and various statutes and regulations impacting rights of publicity for those depicted in imagery. • Several foreign jurisdictions and U.S. states have adopted, and other jurisdictions are expected to enact, statutes that purport to void or substantially limit automatic renewal provisions of certain free or discounted trial incentives. • President Biden issued an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, and several U.S. states have adopted or proposed regulations governing the use of AI. • Several foreign jurisdictions have adopted, and other jurisdictions are expected to enact legislation or regulation, that governs AI and the development and use of AI, including the E.U.
Copyright Directive, the Copyright Act, the Digital Millennium Copyright Act, and various statutes and regulations impacting rights of publicity for those depicted in imagery. • Several foreign jurisdictions and U.S. states have adopted, and other jurisdictions are expected to enact, statutes that purport to void or substantially limit automatic renewal provisions of certain free or discounted trial incentives. • Several jurisdictions have adopted, and other jurisdictions are expected to enact legislation or regulation, that governs AI and the development and use of AI, including the E.U. adopting the E.U.
Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity; • make it more difficult for us to satisfy the terms of our debt obligations; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and • increase our vulnerability to adverse economic or industry conditions.
Our overall leverage and the terms of our financing arrangements could: • limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity; • make it more difficult for us to satisfy the terms of our debt obligations; • limit our ability to refinance our indebtedness on terms acceptable to us, or at all; • limit our flexibility to plan for and to adjust to changing business and market conditions and increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements; and • increase our vulnerability to adverse economic or industry conditions. 27 Table of Conten ts Our ability to meet expenses and debt service obligations, including related interest rate volatility and rising interest costs, will depend on our future performance, which could be affected by financial, business, economic and other factors.
Further, the New York SHIELD Act became effective on March 21, 2020, the VACDPA became effective on January 1, 2023; the CPA and CTDPA both became effective on July 1, 2023; the UCPA became effective on December 31, 2023 (UCPA, together with the CCPA, CPRA, VACDPA, and CTDPA, the “U.S. State Privacy Laws”).
Further, the New York SHIELD Act became effective on March 21, 2020, the VACDPA became effective on January 1, 2023; the CPA and CTDPA both became effective on July 1, 2023; the UCPA became effective on December 31, 2023; the FDBR became effective on January 1, 2024; the OCPA and TDPSA both became effective on July 1, 2024, and the MTCDPA became effective on October 1, 2024 (MTCDPA, together with the CCPA, CPRA, VACDPA, CTDPA, FDBR, OCPA and TDPSA, the “U.S.
For example, as of March 1, 2024, the Getty Family Stockholders and Koch Icon Investments, LLC (“Koch Icon”) hold 47.2% and 19.9% of our Class A common stock, respectively.
For example, as of March 1, 2025, the Getty Family Stockholders and Koch Icon Investments, LLC (“Koch Icon”) held 46.9% and 19.8% of our Class A common stock, respectively.
In addition, approximately 34%, 35% and 34% of our SG&A (as defined below) and capital expenditures for the years ended December 31, 2023, 2022 and 2021 were denominated in foreign currencies, respectively.
For the years ended December 31, 2024, 2023 and 2022, 44%, 45% and 44% of our revenue was denominated in foreign currencies, respectively. In addition, approximately 38%, 36% and 35% of our SG&A (as defined below) and capital expenditures for the years ended December 31, 2024, 2023 and 2022 were denominated in foreign currencies, respectively.
If we are unable to obtain capital on commercially reasonable terms, it could: • reduce funds available to us for purposes such as working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes; • restrict our ability to introduce new products or exploit business opportunities; • increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and • place us at a competitive disadvantage. 27 Table of Cont e n t We have incurred debt, which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business.
If we are unable to obtain capital on commercially reasonable terms, it could: • reduce funds available to us for purposes such as working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes; • restrict our ability to introduce new products or exploit business opportunities; • increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and • place us at a competitive disadvantage.
Congress, are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations might subject us to additional state sales and other taxes.
In addition, tax authorities in a number of U.S. states, as well as the U.S. Congress, are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations might subject us to additional state sales and other taxes.
There has been increased focus by government agencies on de-SPAC transactions in the last year, and we expect that increased focus to continue, and we may be subject to increased scrutiny by the SEC and other government agencies and holders of our securities as a result, which could adversely affect the price of our Class A Common Stock. 38 Table of Cont e n t An active trading market for our Class A common stock may not be sustained.
There has been increased focus by government agencies on de-SPAC transactions in the last few years, and we expect that increased focus to continue, and we may be subject to increased scrutiny by the SEC and other government agencies and holders of our securities as a result, which could adversely affect the price of our Class A Common Stock.
We have experienced successful attacks, by various types of hacking groups, in which personal and commercially sensitive information, belonging to the Company or its clients, has been compromised.
We have experienced successful attacks, by various types of hacking groups, in which personal and commercially sensitive information, belonging to the Company or its clients, has been compromised. However, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results.
In addition, our 28 Table of Cont e n t success also depends on our ability to attract and retain qualified technical, sales and marketing, customer support, financial and accounting, legal and other managerial personnel, as well as high quality photographers for our product line covering entertainment, sports and news (“Editorial”).
All members of our executive management team are subject to employment agreements. In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, customer support, financial and accounting, legal and other managerial personnel, as well as high quality photographers for our product line covering entertainment, sports and news (“Editorial”).
Global economic, political and social conditions can affect the business of our customers and the markets they serve, as well as disrupt the business of our vendors, third-party resellers and strategic partners.
Risks Related to Global Economic Conditions The impact of worldwide economic, political, social and other conditions may adversely affect our business and results of operations. Global economic, political and social conditions can affect the business of our customers and the markets they serve, as well as disrupt the business of our vendors, third-party resellers and strategic partners.
However, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results. 25 Table of Cont e n t In the event of a security breach, our business operations could be disrupted, and could result in loss of revenues or market share, liability to customers or others including an obligation to notify individuals or regulatory authorities, the diversion of corporate resources, injury to our reputation or increased service and maintenance cost.
In the event of a security breach, our business operations could be disrupted, and could result in loss of revenues or market share, liability to customers or others including an obligation to notify individuals or regulatory authorities, the diversion of corporate resources, injury to our reputation or increased service and maintenance cost.
Risks Related to Personnel The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business.
Risks Related to Personnel The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business. 28 Table of Conten ts Our future success depends in large part upon the continued service of the members of our executive management team and key employees.
If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, results of operations and cash flows could be materially affected.
Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot determine with certainty the ultimate outcome of any such litigation or proceedings. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, results of operations and cash flows could be materially affected.
Further, we are currently subject to and in the future may become subject to additional compliance requirements for certain of these taxes. Where appropriate, we have made accruals for these taxes, which are reflected in our consolidated financial statements.
Further, we are currently subject to and in the future may become subject to additional compliance requirements for certain of these taxes.
If we are not able to pay our debt service obligations we may be required to refinance all or part of our debt, sell assets, borrow more money or raise additional equity capital. Risks Related to Global Economic Conditions The impact of worldwide economic, political and social conditions may adversely affect our business and results of operations.
If we are not able to pay our debt service obligations we may be required to refinance all or part of our debt, sell assets, borrow more money or raise additional equity capital.
If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or its market, or if they change their recommendations regarding our Class A common stock adversely, the trading price or trading volume of our Class A common stock could decline.
These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities. 39 Table of Conten ts If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or its market, or if they change their recommendations regarding our Class A common stock adversely, the trading price or trading volume of our Class A common stock could decline.
In the ordinary course of our business, we are involved in many transactions where the ultimate tax determination may be uncertain.
Management’s Discussion and Analysis of Financial and Results of Operations—Liquidity and Capital Resources ”. In the ordinary course of our business, we are involved in many transactions where the ultimate tax determination may be uncertain.
As of December 31, 2023, we had outstanding options to purchase up to an aggregate of 27,790,625 shares of our Class A common stock, 8,735,236 outstanding Restricted Stock Units (“RSUs”) and 963,000 outstanding Performance Stock Units (“PSUs”) outstanding.
As of December 31, 2024, we had outstanding options to purchase up to an aggregate of 25,599,000 shares of our Class A common stock, 5,427,000 outstanding Restricted Stock Units (“RSUs”) and 1,319,167 outstanding Performance Restricted Stock Units (“PSUs”) outstanding.
From time to time, we may be involved in lawsuits and claims that assert that certain independent contractors should be classified as our employees.
As a result, there is significant uncertainty regarding the future of the worker classification regulatory landscape. From time to time, we may be involved in lawsuits and claims that assert that certain independent contractors should be classified as our employees.
We are also subject to, or voluntarily comply with, several other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers.
We are also subject to, or voluntarily comply with, several other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our operations.
Any provision of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.
Any provision of our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock. 40 Table of Conten ts Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
In addition, the rapid growth of the internet and the proliferation in the use of content therein has created tensions and instability in the application of traditional intellectual property law concepts to such uses.
In addition, the rapid growth of the internet and the proliferation in the use of content therein has created tensions and instability in the application of traditional intellectual property law concepts to such uses. Recently, the E.U. has introduced a new regulation applicable to certain types of AI and the data used to train, test and deploy AI (the “E.U.
In addition, independent workers have been the subject of widespread national discussion and it is possible that other jurisdictions may enact laws similar to Assembly Bill 5 or that otherwise impact our business and our relationships with independent third parties. As a result, there is significant uncertainty regarding the future of the worker classification regulatory landscape.
Assembly Bill 5 was amended to include exclusions for photographers, videographers and editors where specific requirements are met. In addition, independent workers have been the subject of widespread national discussion and it is possible that other jurisdictions may enact laws similar to Assembly Bill 5 or that otherwise impact our business and our relationships with independent third parties.
In addition, there could be infringement claims by third parties regarding any of our trademarks or our use of other intellectual 29 Table of Cont e n t property that could damage our reputation and brand, prove costly to defend irrespective of their validity, and, if such claims are ultimately validated, materially and adversely affect our financial condition and results of operations.
Nevertheless, competitors may adopt trademarks similar to ours, or purchase keywords in internet search engine marketing programs that are confusingly similar to our trademarks, thereby impeding our ability to build brand identity and possibly leading to confusion among existing and potential new customers. 29 Table of Conten ts In addition, there could be infringement claims by third parties regarding any of our trademarks or our use of other intellectual property that could damage our reputation and brand, prove costly to defend irrespective of their validity, and, if such claims are ultimately validated, materially and adversely affect our financial condition and results of operations.
Our failure to address deficiencies could result in a decrease or inability to ingest enough new content, thereby causing customers to seek other sources, which could materially and adversely affect our results of operations and financial condition. 23 Table of Cont e n t Even if we can ingest sufficient new content, we must also add new functionality and features to our websites to allow customers to search for the relevant content we offer.
Our failure to address deficiencies could result in a decrease or inability to ingest enough new content, thereby causing customers to seek other sources, which could materially and adversely affect our results of operations and financial condition.
The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could have an adverse impact on our effective rate of tax in future periods. We may have exposure to sales or other transaction taxes (including VAT) on our past and future transactions.
It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could have an adverse impact on our effective rate of tax in future periods.
For example, the collection, measurement and reporting of ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s recently proposed climate-related reporting requirements, and similar proposals by other international regulatory bodies.
For example, the collection, measurement and reporting of ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, both in the United States and internationally.
The Dynamex decision and Assembly Bill 5 altered the analysis of whether an individual, who is classified by a hiring entity as an independent contractor in California, has been properly classified as an independent contractor. Assembly Bill 5 was amended to include exclusions for photographers, videographers and editors where specific requirements are met.
This standard was expanded and codified in California via Assembly Bill 5, and became effective as of January 1, 2020. The Dynamex decision and Assembly Bill 5 altered the analysis of whether an individual, who is classified by a hiring entity as an independent contractor in California, has been properly classified as an independent contractor.
Due to the large and expanding scale of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial condition and results of operations. In addition, tax authorities in a number of U.S. states, as well as the U.S.
Where appropriate, we have made accruals for these taxes, which are reflected in our consolidated financial statements. 35 Table of Conten ts Due to the large and expanding scale of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial condition and results of operations.
If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue, operating expenses and net income. Similarly, if the U.S. dollar strengthens against foreign currencies (which occurred in 2022), the translation of these foreign currency denominated transactions will result in decreased revenue, operating expenses and net income.
Dollar strengthens against foreign currencies (which occurred in 2022), the translation of these foreign currency denominated transactions will result in decreased revenue, operating expenses and net income. As exchange rates vary, sales and other results of operations, when translated, may differ materially from expectations.
As of December 31, 2023, we had $1.401 billion in aggregate principal amount of total debt. Additionally, our Credit Facility has remaining borrowing capacity of $150.0 million as of December 31, 2023.
Additionally, our Credit Facility has remaining borrowing capacity of $150.0 million as of December 31, 2024.
The exact impact of the TCJA and the CARES Act for future years is difficult to quantify, but these changes could materially affect our effective tax rate in future periods.
The exact impact of the TCJA for future years is difficult to quantify, but these changes could materially affect our effective tax rate in future periods. In addition, we are subject to the Inflation Reduction Act, which imposes a 1% excise tax on certain stock repurchases and a 15% alternative minimum tax on certain adjusted financial statement income.
For example, see a discussion of the tax assessments from the Canadian Revenue Agency (“CRA”) relating to a subsidiary of the Company asserting additional tax is due under the heading “ Item 7. Management’s Discussion and Analysis of Financial and Results of Operations—Liquidity and Capital Resources ”.
We are subject to income and other taxes in the United States and numerous other jurisdictions. Significant judgment is required in determining our worldwide provision for taxes. For example, see a discussion of the tax assessments from the Canadian Revenue Agency (“CRA”) relating to a subsidiary of the Company asserting additional tax is due under the heading “ Item 7.
The impact of currency fluctuations could adversely and materially affect our business and results of operations. Our foreign operations are exposed to foreign exchange rate fluctuations as our financial results are translated from the local currency into U.S. dollars upon consolidation.
Our foreign operations are exposed to foreign exchange rate fluctuations as our financial results are translated from the local currency into U.S. Dollars upon consolidation. If the U.S. Dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue, operating expenses and net income. Similarly, if the U.S.
If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our operations. 37 Table of Cont e n t We are, from time to time, subject to various litigation, the unfavorable outcomes of which might have a material adverse effect on our financial condition, results of operations and cash flow.
We are, from time to time, subject to various litigation, the unfavorable outcomes of which might have a material adverse effect on our financial condition, results of operations and cash flow. From time to time, we may become subject to various legal and regulatory proceedings relating to our business or otherwise.
Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.
Several other legislative proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken.
Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations. We are subject to income and other taxes in the United States and numerous other jurisdictions. Significant judgment is required in determining our worldwide provision for taxes.
Responding to and resolving such actions may require significant time and resources, regardless of their merit, and may result in us sustaining reputational harm. Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations.
Removed
As exchange rates vary, sales and other results of operations, when translated, may differ materially from expectations. For the years ended December 31, 2023, 2022 and 2021, 49%, 44% and 47% of our revenue was denominated in foreign currencies, respectively.
Added
Item 1A. Risk Factors. In addition to the other information contained in this Annual Report, including the matters addressed under the heading “ Cautionary Note Regarding Forward-Looking Statements, ” you should carefully consider the following risk factors in this Form 10-K before investing in our securities.
Removed
Our ability to meet expenses and debt service obligations will depend on our future performance, which could be affected by financial, business, economic and other factors.
Added
The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us.

… 160 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+1 added−1 removed16 unchanged
Biggest changeAt the employee level, we maintain an experienced information technology team who is tasked with implementing our privacy and cybersecurity program and support the CTO in carrying out reporting, security, and mitigation functions. As part of the Getty Images cybersecurity program, cross-functional teams throughout the Company address cybersecurity threats and respond to cybersecurity incidents.
Biggest changeGetty Images’ current CTO has served in various roles in technology for over 25 years, and has had had oversight of information technology and information security for both Getty Images (7+ years) and other organizations. 44 Table of Conten ts At the employee level, we maintain an experienced information technology team who is tasked with implementing our privacy and cybersecurity program and support the CTO in carrying out reporting, security, and mitigation functions.
The risks described in such filings are not the only risks facing Getty Images. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial may materially adversely affect Getty Images’ business, financial condition, or results of operations. 42 Table of Cont e n t
The risks described in such filings are not the only risks facing Getty Images. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial may materially adversely affect Getty Images’ business, financial condition, or results of operations.
Cybersecurity Oversight 41 Table of Cont e n t Management plays an important role in assessing and managing Getty Images’ material risks from cybersecurity threats. The CTO is responsible for oversight of the design and implementation of the security program and strategy.
Cybersecurity Oversight Management plays an important role in assessing and managing Getty Images’ material risks from cybersecurity threats. The CTO is responsible for oversight of the design and implementation of the security program and strategy.
Removed
Getty Images’ current CTO has served in various roles in technology for over 25 years, and has had had oversight of information technology and information security for both Getty Images (6+ years) and other organizations.
Added
As part of the Getty Images cybersecurity program, cross-functional teams throughout the Company address cybersecurity threats and respond to cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeWe lease these offices and all of our other office spaces around the world. For additional information regarding obligations under operating leases, see “Note 19 – Leases” of the Notes to the Consolidated Financial Statements included in this Annual Report. We believe that our facilities are adequate for our current needs.
Biggest changeWe lease these offices and all of our other office spaces around the world. 45 Table of Conten ts For additional information regarding obligations under operating leases, see “Note 19 – Leases” of the Notes to the consolidated financial statements included in this Annual Report. We believe that our facilities are adequate for our current needs.
Item 2. Properties. Our major U.S. offices are located in New York and Seattle, and our major offices in the rest of the world are located in London, Dublin, and Calgary. In all, as of December 31, 2023, we have staff in 33 countries across the globe.
Item 2. Properties. Our major U.S. offices are located in New York and Seattle, and our major offices in the rest of the world are located in London, Dublin, and Calgary. In all, as of December 31, 2024, we have sta ff in 32 countries across the globe.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+35 added−3 removed2 unchanged
Biggest changeOn October 27, 2023, the Court issued its decision on cross-motions for summary judgment filed by all parties and entered judgment in favor of the Plaintiffs on their breach of contract claims in the amount of $36.9 million for Alta Partners, LLC and $51.0 million for the CRCM plaintiffs, plus, in each case, pre-judgment interest of 9% per annum.
Biggest changeOn October 27, 2023, the Court issued its decision on the cross-motions for summary judgment and entered judgment in favor of Plaintiffs on their breach of contract claims and, in accordance with Plaintiffs’ calculations, awarded damages in the amount of $36.9 million for Alta with respect to 2,066,371 public warrants that it owned as of the purported exercise date and $51.0 million for CRCM with respect to 3,010,764 public warrants that they owned as of the purported exercise date, plus, in each case, pre-judgment interest of 9% per annum.
Getty Images (US), Inc. is a plaintiff in a lawsuit filed in the United States District Court for the District of Delaware against Stability AI, Inc. The case, Getty Images (US), Inc. v.
Getty Images (US), Inc. is a plaintiff in a lawsuit filed in the United States District Court for the District of Delaware against Stability AI, Inc., Stability AI, Ltd. and Stability AI US Services Corp. The case, Getty Images (US), Inc. v.
Stability AI, Inc., Case No. 1:23-cv-00135-GBW (filed February 3, 2023), arises out of the defendant’s alleged unauthorized reproduction of approximately 12 million images from Getty Images’ websites, along with the accompanying captions and associated metadata, and use of the copied content in connection with Stability AI’s generative artificial intelligence model known as Stable Diffusion.
Stability AI, Inc., Case No. 1:23-cv-00135-JHL, arises out of the defendant’s alleged unauthorized reproduction of approximately 12.0 million in images from Getty Images’ websites, along with the accompanying captions and associated metadata, and use of the copied content in connection with various iterations of Stability AI’s generative artificial intelligence model known as Stable Diffusion.
The Claimants assert claims for copyright infringement, infringement of database rights, trademark infringement, passing off and breach of the terms and conditions of the Claimants’ websites and seeks, amongst other things, monetary damages, injunctive relief and legal costs.
The Claimants assert claims for copyright infringement, infringement of database rights, trademark infringement and passing off and seeks, amongst other things, monetary damages, injunctive relief and legal costs.
Getty Images (US), Inc. has asserted claims for copyright infringement; removal, alteration and/or falsification of copyright management information; trademark infringement; unfair competition; trademark dilution; and deceptive trade practices. The Complaint seeks, among other things, monetary damages and injunctive relief. The defendant has not yet responded to the Complaint.
Getty Images (US), Inc. has asserted claims for copyright infringement; falsification of copyright management information; trademark infringement; unfair competition; trademark dilution; and deceptive trade practices. Getty Images (US), Inc. seeks, among other things, monetary damages and injunctive relief.
Further, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims. Regardless of the 43 Table of Cont e n t outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4.
Further, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
In June 2023, Stability filed a motion to strike certain portions of the claim and grant summary judgment on Getty Images’ secondary infringement claim. The court conducted a hearing on the issues in October 2023. Following the hearing, the Judge issued an order denying Stability’s motion in its entirety and granted costs to Getty Images.
In June 2023, Stability filed a motion to strike certain portions of the claim and grant summary judgment on various claims made by Getty Images including the claim for secondary infringement of copyright. The court conducted a hearing on the issues in October 2023.
On May 2, 2023, the defendants moved to dismiss or, in the alternative, to transfer the case to the Northern District of California. The defendants’ motion is premised on their contention that Stability AI, Ltd. is not subject to personal jurisdiction in Delaware.
The defendants’ motion was premised on their contention that Stability AI, Ltd. is not subject to personal jurisdiction in Delaware.
Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, or the amount of damages and exposure, if any, that the Company could incur, the Company does not currently believe that a material loss arising from the final disposition of existing matters is probable.
On January 26, 2024, the court dismissed the defendants’ motion to dismiss without prejudice with leave to re-file upon the completion of jurisdictional discovery.
On January 26, 2024, the court dismissed the defendants’ motion to dismiss without prejudice with leave to re-file upon the completion of jurisdictional discovery. Following substantial completion of jurisdictional discovery, Getty Images (US), Inc. filed an unopposed motion for leave to file a Second Amended Complaint, which was granted on July 8, 2024.
Item 3. Legal Proceedings. The Company was named as a defendant in two lawsuits filed by former warrant holders in the United States District Court for the Southern District of New York, Alta Partners, LLC v. Getty Images Holdings, Inc., Case No. 1:22-cv-08916 (filed October 19, 2022) and CRCM Institutional Master Fund (BVI) LTD et al. v.
In late 2022 and early 2023, the Company was named as a defendant in two lawsuits filed by former public warrant holders in the United States District Court for the Southern District of New York, related to the Warrant Agreement: Alta Partners, LLC v.
The Court entered judgments in favor of the Company on all other claims asserted by the Plaintiffs. The Company has appealed that portion of the Court’s judgment in favor of the Plaintiffs. Alta has cross appealed that portion of the Court’s judgment in favor of the Company.
The Company has appealed the portion of the Court’s judgment in favor of Plaintiffs and intends to continue to defend itself vigorously. Alta has cross-appealed the portion of the Court’s judgment in favor of the Company with respect to the later-acquired public warrants.
Removed
Getty Images Holdings, Inc., Case No. 1:23-cv-01074 (filed February 8, 2023). The plaintiffs generally allege breaches of the Warrant Agreement dated August 4, 2020 and alternative claims for violations of federal securities laws, including claims under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. The complainants seek, among other things, an award of money damages.
Added
Item 3. Legal Proceedings. The Company previously issued 20,700,000 public warrants, which were governed by a Warrant Agreement, dated August 4, 2020 (the “Warrant Agreement”) and redeemed by the Company in October 2022.
Removed
The order became final and public in late January 2024. Stability has requested an appeal against that decision. The case schedule has been set for the next stages of the litigation, including disclosures and any additional changes to the parties' claims or defense. A trial date has not yet been set.
Added
Getty Images Holdings, Inc., Case No. 1:22-cv-08916 (filed October 19, 2022), and CRCM Institutional Master Fund (BVI) LTD, et al. v. Getty Images Holdings, Inc., Case No. 1:23-cv-01074 (filed February 8, 2023) (together, the “Initial Warrant Litigation”).
Removed
Mine Safety Disclosures Not applicable. 44 Table of Cont e n t PART II
Added
Alta Partners, LLC (“Alta”) and the CRCM Institutional Master Fund (BVI), LTD parties (“CRCM” and together with Alta, the “Plaintiffs”) generally alleged that the Company had breached the Warrant Agreement by purportedly refusing to permit warrant holders to exercise the public warrants beginning thirty days after the July 2022 business combination pursuant to which the Company became a public company closed and issue shares of the Company’s common stock in respect of the warrant exercises on the basis of the Company’s Form S-4 registration statement that had been filed and declared effective by the SEC in connection with the business combination, and alternative claims for violations of federal securities laws, including claims under the Securities Act of 1933 and/or the Securities Exchange Act of 1934.
Added
The Plaintiffs sought, among other things, an award of money damages measured by the difference between the market price of the Company’s common stock on the purported exercise date less the $11.50 exercise price of the warrant multiplied by the number of public warrants each Plaintiff purported to exercise, or would have sought to exercise, on the exercise date.
Added
On February 17, 2023, the Court consolidated the actions for purposes of discovery. The Company filed answers to the complaints, and discovery closed on August 28, 2023. On September 11, 2023, all parties filed cross-motions for summary judgment.
Added
The Court entered judgment in favor of the Company on all other claims asserted by Plaintiffs including a similar breach of contract claim by Alta with respect to 11,593,149 public warrants that Alta had purchased in the open market after the date on which it had purported to exercise warrants and before the warrants were redeemed by the Company, and for which Alta sought the same per warrant money damages.
Added
The appeals have been fully briefed and the United States Court of Appeals for the Second Circuit heard oral argument on January 22, 2025, and the appeal is sub judice.
Added
The Company has been named as a defendant in fourteen additional lawsuits by purported former public warrant holders alleging to have owned approximately 4.2 million public warrants in the aggregate (collectively, the “Follow-On Warrant Litigation”). Two of these additional suits were filed in the United States District Court for the Southern District of New York, Daniel Berner v.
Added
Getty Images Holdings, Inc., Case No. 1:24-cv-04483-JSR (filed June 11, 2024), and James Lapp v. Getty Images Holdings, Inc., Case No. 1: 24-cv-05129-JSR (filed July 5, 2024) (the “Berner/Lapp Actions”) and were pending before the same Judge that decided the Initial Warrant Litigation.
Added
These complaints generally allege breaches of the Warrant Agreement, and Berner has plead an alternative claim for violation of federal securities laws. The Court entered an order dismissing Berner’s alternative claims for violation of federal securities laws, and the Company filed answers to the complaints with respect to plaintiffs’ contract claims.
Added
The Plaintiffs in the Berner/Lapp Actions have argued that these matters are substantially similar to the Initial Warrant Litigation, and that the decision (including the method for calculating damages, which the Company disputes) reached in the Initial Warrant Litigation should be binding on the Company in the Berner/Lapp Actions.
Added
The federal court has consolidated the Berner/Lapp Actions for all pretrial purposes and entered a schedule, which included a hearing on motions for summary judgment on December 20, 2024.
Added
Following the summary judgement hearing, on January 27, 2025, the Court issued a bottom-line order in the Berner/ Lapp Actions granting summary judgement to plaintiffs Berner and Lapp reciting that “[a]n Opinion explaining the reasons for this ruling will issue in due course, at which time judgment will be entered.” As of the date of this filing, no Opinion or judgment has been issued.
Added
If the Judge applies the same damages calculation as the Initial Warrant Litigation, the damages are expected to be approximately $6.2 million plus interest. The Company expects that it will appeal the Opinion and judgment.
Added
The other twelve additional suits since the Initial Warrant Litigation have been filed in the New York State Supreme Court, New York County: CSS, LLC v. Getty Images Holdings, Inc., Index No. 653527/2024 (filed July 12, 2024); Walleye Manager Opportunities LLC et. al. v.
Added
Getty Images Holdings, Inc., Index No. 653528/2024 (filed July 12, 46 Table of Conten ts 2024); Funicular Funds LP v. Getty Images Holdings, Inc., Index No. 653410/2024 (filed July 5, 2024); MPF Broadway Convexity Fund I, LP et. al. v. Getty Images Holdings, Inc., Index No. 653411/2024 (filed July 5, 2024), LMR Multi-Strategy Master Fund Limited et al. v.
Added
Getty Images Holdings, Inc., Index No. 654963/2024 (filed September 20, 2024); Jordan Flannery v. Getty Images Holdings, Inc., Index No. 654961/2024 (filed September 20, 2024); Bi-Directional Disequilibrium Fund, L.P. et al. v. Getty Images Holdings, Inc., Index No. 654960/2024 (filed September 20, 2024); Holland v. Getty Images Holdings, Inc., Index No. 655746/2024 (filed October 29, 2024); Hunsicker v.
Added
Getty Images Holdings, Inc., Index. No. 655911/2024 (filed November 7, 2024); Dasher, et al. v. Getty Images Holdings, Inc., Index No. 655913/2024 (filed November 7, 2024); Parker v. Getty Images Holdings, Inc., Index No. 659240/2024 (filed November 22, 2024); Highbridge Tactical Credit Master Fund L.P. et. al. v.
Added
Getty Images Holdings, Inc., Index No. 650402/2025 (filed January 21, 2025) (the “NY State Actions”).
Added
The NY State Actions generally allege breaches of the Warrant Agreement and seek an award of money damages, and the plaintiffs in these actions could seek, and the courts could award, money damages per warrant that are less than, equal to or greater than the per warrant money damages awarded in the Initial Warrant Litigation.
Added
The Company’s response to the complaints filed in the NY State Actions are not yet due. It is possible that additional purported former warrant holders of the Company could bring additional lawsuits against the Company, its directors or officers, alleging substantially similar claims, or new or different claims relating to the public warrants.
Added
The Company intends to defend itself vigorously in the Initial Warrant Litigation, the Follow-on Warrant Litigation and any future actions and is unable to estimate any potential additional loss or range of loss that may result from the ultimate resolution of these matters, which could be material to the Company’s business, financial condition, results of operations and cash flows.
Added
For additional information about availability of insurance proceeds to fund potential losses, s ee Liquidity and Capital Resources within Item 7. - Management’s Discussion and Analysis of Financial Condition Results of Operations .
Added
The case was originally filed on February 3, 2023 against Stability AI, Inc., and an Amended Complaint adding Stability AI, Ltd. as a defendant was filed on March 29, 2023. On May 2, 2023, the defendants moved to dismiss or, in the alternative, to transfer the case to the Northern District of California.
Added
The Second Amended Complaint added Stability AI US Services Corporation as a third defendant. On July 29, 2024, the defendants filed a renewed motion to dismiss premised on their contention that Stability AI, Ltd. is not subject to personal jurisdiction in Delaware and also filed a motion to transfer the case to the Northern District of California.
Added
The motion has been fully briefed and is still pending a decision by the Court. No case schedule has been set.
Added
Following the hearing, the Judge gave judgment and issued an order denying Stability’s motion in its entirety and granted costs to Getty Images. The order became final and public in late January 2024. Stability requested permission to appeal against the decision not to grant summary judgment on the secondary infringement claim but that request was refused in July 2024.
Added
The case schedule was set in July 2024 for the next stages of the litigation, including exchange of the trial witness evidence, disclosure and amendments to the parties’ claims or defense. The parties have now substantially completed the evidence and disclosure phases and the next key phase will be the service of expert reports.
Added
The Court has 47 Table of Conten ts held several hearings to address procedural issues, which will be ongoing through late March 2025. A trial date has been set for early June 2025 in the High Court in London and is estimated to last about four weeks.
Added
The Company has made certain litigation reserves in respect of the Initial and Follow-On Warrant Litigation in the Consolidated Statements of Operations.
Added
Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot determine with certainty the ultimate outcome of any such litigation or proceedings. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, results of operations and cash flows could be materially affected.
Added
The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due.
Added
The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks merit and intends to vigorously contest these assessments through the appeal process, including engaging with the U.S. Competent Authority.
Added
As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $17.4 million. Such required payment is not an admission that the Company believes it is subject to such taxes.
Added
The Company believes it is more likely than not it will prevail on appeal, however, if the CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $25.3 million. Item 4. Mine Safety Disclosures. Not applicable. 48 Table of Conten ts PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 44 PART II 45 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45 Item 6. Reserved 46 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 48 PART II 49 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 6. Reserved 50 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 73 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed2 unchanged
Biggest changeThe stock performance graph assumes $100 was invested in our Class A common stock and the common stock of each of 45 Table of Cont e n t the companies listed on the Russell 2000 Index and the S&P Composite 1500 Interactive Media & Services Index on July 25, 2022. 7/25/2022 12/31/2022 6/30/2023 12/31/2023 Getty Images Holdings, Inc. $ 100.00 $ 60.56 $ 53.33 $ 57.38 Russell 2000 Index $ 100.00 $ 97.57 $ 105.44 $ 114.04 S&P Composite 1500 Interactive Media & Services Index $ 100.00 $ 80.49 $ 126.27 $ 149.55
Biggest changeThe stock performance graph assumes $100 was invested in our Class A common stock and the common 49 Table of Conten ts stock of each of the companies listed on the Russell 2000 Index and the S&P Composite 1500 Interactive Media & Services Index on July 25, 2022. 7/25/2022 12/31/2022 06/30/2023 12/31/2023 06/30/2024 12/31/2024 Getty Images Holdings, Inc. $ 100.00 $ 60.56 $ 53.33 $ 57.38 $ 35.63 $ 23.61 Russell 2000 Index $ 100.00 $ 97.57 $ 105.44 $ 114.04 $ 116.01 $ 127.18 S&P Composite 1500 Interactive Media & Services Index $ 100.00 $ 80.49 $ 126.27 $ 149.55 $ 200.33 $ 217.24
Stock Performance Graph The following graph compares the cumulative total return to stockholders from the closing price on July 25, 2022 (the date our Class A common stock began trading on the NYSE following the Business Combination) through December 31, 2023, relative to the performance of the Russell 2000 Index and the S&P Composite 1500 Interactive Media & Services Index.
Stock Performance Graph The following graph compares the cumulative total return to stockholders from the closing price on July 25, 2022 (the date our Class A common stock began trading on the NYSE following the Business Combination) through December 31, 2024, relative to the performance of the Russell 2000 Index and the S&P Composite 1500 Interactive Media & Services Index.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record. Dividends We have not paid any cash dividends on our Class A common stock to date.
Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of sto ckholders, this number is not indicative of the total number of stockholders represented by these stockholders of record. Dividends We have not paid any cash dividends on our Class A common stock to date.
Recent Sales of Unregistered Securities All sales of unregistered securities during the fiscal year ended December 31, 2023 have been previously reported in our filings with the SEC. Issuer Purchases of Equity Securities We did not acquire any shares of Class A common stock during the three months ended December 31, 2023.
Recent Sales of Unregistered Securities All sales of unregistered securities during the fiscal year ended December 31, 2024 have been previously reported in our filings with the SEC. Issuer Purchases of Equity Securities We did not acquire any shares of Class A common stock during the three months ended December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock is currently listed on the NYSE under the symbol “GETY”. As of March 11, 2024, there were 405,870,456 shares of Class A common stock issued and outstanding held of record by 40 holders.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock is currently listed on the NYSE under the symbol “GETY”. As of March 12, 2025, there were 412,567,845 shares of Class A common stock issued and outstanding held of reco rd by 41 holders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+69 added−46 removed77 unchanged
Biggest changeThese increases were due primarily to increased investment in affiliate and digital marketing. 57 Table of Cont e n t • increases were also seen in insurance expense ($1.7 million), other taxes ($0.7 million) and travel and entertainment ($1.5 million). • decrease of $2.2 million related to staff costs for the year ended December 31, 2022 The decrease was largely due to a reduction in bonus expense tied to company performance, which was partially offset by an increase in salaries and wages, driven by our annual raise cycle and increased headcount. • decrease of $1.8 million related to occupancy costs (primarily rent expense), as we continue to evaluate our office space needs now and into the future.
Biggest changeThe increase was driven by higher bonus and commission expense tied to Company performance, fringe benefits and salary and wages (increased $20.2 million), which were partially offset by a decrease in equity-based compensation (decreased $15.8 million). • increase of $2.0 million related to travel and entertainment for the year ended December 31, 2024, primarily driven by higher travel expenses related to the Paris 2024 Olympics and the U.S. political coverage. • decrease in marketing spend of 2.8% ($1.4 million) for the year ended December 31, 2024.
With quality content at the core of our offerings, we embrace innovation as a means to better service our existing customers and to reach new ones.
With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.
This content is available for immediate use by a wide range of customers with a depth, breadth and quality allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences.
This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television and online video content relevant to their target geographies and audiences.
Offsetting increases were led by our iStock annual subscriptions (increased $12.1 million) and Getty Images annual subscriptions (increased $17.2 million). Without the declines of our agency business, which sits entirely in Creative, the Creative business is growing. Editorial . In Editorial, revenue decreased on a reported basis 1.6% (1.2% CN) for the year ended December 31, 2023.
Offsetting increases were led by our iStock annual subscriptions (increased $12.1 million) and Getty Images annual subscriptions (increased $17.2 million). Without the declines of our agency business, which sits entirely in Creative, the Creative business is growing. Editorial revenue decreased on a reported basis 1.6% (1.2% CN) for the year ended December 31, 2023.
For the year ended December 31, 2023, the Company’s loss on litigation of $116.1 million was comprised of the summary judgment amounts related to two lawsuits filed by former public warrant holders, in addition to pre and post judgment interest and associated legal fees and other direct costs through December 31, 2023.
Loss on litigation For the year ended December 31, 2023, the Company’s loss on litigation of $116.1 million was comprised of the summary judgment amounts related to two lawsuits filed by former public warrant holders, in addition to pre and post judgment interest and associated legal fees and other direct costs through December 31, 2023.
We recognized interest expense of $126.9 million and $117.2 million for the year ended December 31, 2023 and December 31, 2022, respectively.
Interest expense We recognized interest expense of $126.9 million and $117.2 million for the year ended December 31, 2023 and December 31, 2022, respectively.
Cash Flows Year Ended December 31, increase (decrease) (Dollars in thousands) 2023 2022 $ change % change Net cash provided by operating activities $ 132,716 $ 163,117 $ (30,401) (18.6) % Net cash used in investing activities $ (56,999) $ (61,291) $ 4,292 7.0 % Net cash used in financing activities $ (45,350) $ (184,347) $ 138,997 75.4 % Effects of exchange rate fluctuations $ 8,089 $ (6,614) $ 14,703 NM ____________________ NM - Not meaningful Cash provided by operating activities was $132.7 million for the year December 31, 2023 as compared to cash provided by operating activities of $163.1 million for the year ended December 31, 2022.
Year Ended December 31, increase (decrease) (Dollars in thousands) 2023 2022 $ change % change Net cash provided by operating activities $ 132,716 $ 163,117 $ (30,401) (18.6) % Net cash used in investing activities $ (56,999) $ (61,291) $ 4,292 7.0 % Net cash used in financing activities $ (45,350) $ (184,347) $ 138,997 75.4 % Effects of exchange rate fluctuations $ 8,089 $ (6,614) $ 14,703 NM ____________________ NM - Not meaningful Cash provided by operating activities was $132.7 million for the year ended December 31, 2023, as compared to cash provided by operating activities of $163.1 million for the year ended December 31, 2022.
Additionally, the prior year income from the change in fair value of Contingent Consideration was partially offset by expenses associated with the abandonment of some of our office space in North America as we continue to evaluate our global office space needs. We recognized insignificant amounts of other operating expense, net for the year ended December 31, 2023. Interest expense.
Additionally, the prior year income from the change in fair value of Contingent Consideration was partially offset by expenses associated with the abandonment of some of our office space in North America as we continue to evaluate our global office space needs. We recognized insignificant amounts of other operating expense, net for the year ended December 31, 2023.
Editorial Editorial is comprised of photos and videos covering the world of entertainment, sports and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally with access to images to the beginning of photography.
Editorial Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally with access to images from the beginning of photography.
Consolidated Revenue. For the year ended December 31, 2023, reported revenue was $916.6 million as compared to reported revenue of $926.2 million for the year ended December 31, 2022. On a reported basis for the year ended December 31, 2023, revenue decreased by 1.0% (0.5% CN) year over year.
For the year ended December 31, 2023, reported revenue was $916.6 million as compared to reported revenue of $926.2 million for the year ended December 31, 2022. On a reported basis for the year ended December 31, 2023, revenue decreased by 1.0% (0.5% CN) year over year.
The Company’s income tax expense decreased by $90.6 million to a benefit of ($46.5) million for the year ended December 31, 2023, as compared to an expense of $44.1 million for the year ended December 31, 2022.
Income taxes The Company’s income tax expense decreased by $90.6 million to a benefit of ($46.5) million for the year ended December 31, 2023, as compared to an expense of $44.1 million for the year ended December 31, 2022.
For content contributors: • Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of nearly $220 million for the year ended December 31, 2023 . • We maintain a dedicated and experienced creative insights team focused on understanding changes in customer demand, the visual landscape, the authentic portrayal of communities and cultures, and the evolution of core creative concepts.
For content contributors: • Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of nearly $220 million for the year ended December 31, 2024 . • We maintain a dedicated and experienced creative insights team focused on understanding changes in customer demand, the visual landscape, the authentic portrayal of communities and cultures, and the evolution of core creative concepts.
As of December 31, 2023, 2022 and 2021, we had no material letters of credit outstanding or other off-balance sheet arrangements except for operating leases entered into in the normal course of business. Effects of inflation and changing prices We do not believe that inflation has had a material effect on our business, financial condition or results of operations.
As of December 31, 2024, 2023 and 2022, we had no material letters of credit outstanding or other off-balance sheet arrangements except for operating leases entered into in the normal course of business. Effects of inflation and changing prices We do not believe that inflation has had a material effect on our business, financial condition or results of operations.
We will record liabilities for these indemnifications if and when such claims are probable and the range of possible payments and available recourse from content partners can be estimated, as applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2023, 2022 and 2021.
We will record liabilities for these indemnifications if and when such claims are probable and the range of possible payments and available recourse from content partners can be estimated, as applicable. Historically, the exposure to such claims has been immaterial, as were the recorded liabilities for intellectual property infringement at December 31, 2024, 2023 and 2022.
Total purchasing customers is the count of total customers who made a purchase within the reporting period based on billed revenue. This metric provides management and investors with an understanding of both how we are growing our purchasing customer base and combined with revenue, an understanding of our average revenue per purchasing customer.
Total purchasing customers Total purchasing customers is defined as the count of total customers who made a purchase within the reporting period based on billed revenue. This metric provides management and investors with an understanding of both how we are growing our purchasing customer base and combined with revenue, an understanding of our average revenue per purchasing customer.
In Creative, revenue decreased on a reported basis 1.1% (0.6% CN) for the year ended December 31, 2023.
Creative revenue decreased on a reported basis 1.1% (0.6% CN) for the year ended December 31, 2023.
The Company’s effective income tax rate for the year ended December 31, 2023 is 172.8%, compared to (131.7%) for the year ended December 31, 2022. The decrease in tax expense compared to the prior year is primarily due to the release of the Ireland valuation allowance and a release of uncertain tax position reserves in current year.
The Company’s effective income tax rate for the year ended December 31, 2023 is 172.8%, compared to (131.7%) for the year ended December 31, 2022. The decrease in tax expense compared to 2022 is primarily due to the release of the Ireland valuation allowance and a release of uncertain tax position reserves in 2023.
The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a material liability is probable, no related liabilities were recorded at December 31, 2023, 2022 and 2021.
The nature and terms of these indemnifications vary from contract to contract, and generally a maximum obligation is not stated. Because management does not believe a material liability is probable, no related liabilities were recorded at December 31, 2024, 2023 and 2022.
We service a full range of customers through our industry-leading brands and websites: Getty Images Gettyimages.com offers premium creative content and editorial coverage, including video, with exclusive content, and customizable rights and protections. This site primarily serves larger enterprise agency, media and corporate customers with global customer support from our sales and service teams.
We service a full range of customers through our industry-leading brands and websites: Getty Images Gettyimages.com offers premium creative content and editorial coverage, including video, with exclusive content, and customizable rights and protections. This site primarily serves more prominent enterprise agency, media and corporate customers with global customer support from our sales and service teams.
We also own the copyright to certain content in our collections (wholly-owned content), including content produced by our staff photographers for our editorial product, for which we do not pay any third-party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content.
We also own the copyright to certain content in our collections (“wholly-owned content”), including content produced by our staff photographers for our editorial product, for which we do not pay any third party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content.
Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative artificial intelligence technologies.
Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative AI technologies.
Selling, general and administrative expenses Selling, general and administrative expenses (“SG&A”) primarily consists of staff costs, marketing expense, occupancy costs, professional fees and other general operating charges. We expect our selling, general and administrative expenses to increase in absolute dollars but remain relatively constant as a percentage of revenue in the near term.
Selling, general, and administrative expenses Selling, general, and administrative expenses (“SG&A”) primarily consist of staff costs, marketing expenses, occupancy costs, professional fees and other general operating charges. We expect our selling, general and administrative expenses to increase in absolute dollars but remain relatively constant as a percentage of revenue in the near term.
Amortization expense. For the year ended December 31, 2023, amortization expense was $24.1 million which was a decrease of $19.6 million compared to the prior year. The decrease was due to several of our intangible assets becoming fully amortized in the fourth quarter of 2022. Loss on litigation.
Amortization expense For the year ended December 31, 2023, amortization expense was $24.1 million which was a decrease of $19.6 million compared to the prior year. The decrease was due to several of our intangible assets becoming fully amortized in the fourth quarter of 2022.
These may include: • agreements with vendors and suppliers, under which we may indemnify them against claims arising from our use of their products or services; • agreements with customers other than those licensing images, under which we may indemnify them against claims and uncollectible trade accounts receivable arising from their use of our products or services in their markets; • agreements with agents, delegates and distributors, under which we may indemnify them against claims arising from their distribution of our products or services; • real estate and equipment leases, under which we may indemnify lessors against third-party claims relating to use of their property; 63 Table of Cont e n t • agreements with directors and officers, under which we indemnify them to the full extent allowed by Delaware law against claims relating to their service to us; and • agreements with purchasers of businesses we have sold, under which we may indemnify the purchasers against claims arising from our operation of the businesses prior to sale.
These may include: • agreements with vendors and suppliers, under which we may indemnify them against claims arising from our use of their products or services; • agreements with customers other than those licensing images, under which we may indemnify them against claims and uncollectible trade accounts receivable arising from their use of our products or services in their markets; • agreements with agents, delegates and distributors, under which we may indemnify them against claims arising from their distribution of our products or services; • real estate and equipment leases, under which we may indemnify lessors against third-party claims relating to use of their property; • agreements with directors and officers, under which we indemnify them to the full extent allowed by Delaware law against claims relating to their service to us; and • agreements with purchasers of businesses we have sold, under which we may indemnify the purchasers against claims arising from our operation of the businesses prior to sale.
Foreign exchange movements negatively impacted reported revenue growth for the year ended December 31, 2023 by 50 basis points, largely driven by the strengthening dollar relative to the EUR and GBP. Additionally, starting in Q2 2023, the Hollywood actors and writers strikes negatively impacted both our Creative and Editorial product lines. Creative .
Foreign exchange movements negatively impacted reported revenue growth for the year ended December 31, 2023 by 50 basis points, largely driven by the strengthening Dollar relative to the EUR and GBP. Additionally, starting in the second quarter of 2023, the Hollywood actors and writers strikes negatively impacted both our Creative and Editorial product lines.
For example, LTM annual subscriber booked revenue (the amount of revenue invoiced to customers) for the period ended December 31, 2023 was 92.4% of revenue from these customers in the period ended December 31, 2022. Revenue retention rate informs management and investors on the degree to which we are maintaining or growing revenue from our annual subscriber base.
For example, LTM annual subscriber booked revenue (the amount of revenue invoiced to customers) for the period ended December 31, 2024 was 92.9% of revenue from these customers in the period ended December 31, 2023. Revenue retention rate informs management and investors on the degree to which we are maintaining or growing revenue from our annual subscriber base.
Changes in tax law or our interpretation of tax laws and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. We conduct operations on a global basis and are subject to income taxes in the United States and numerous foreign jurisdictions.
Changes in tax law or our interpretation of tax laws and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. 68 Table of Conten ts We conduct operations on a global basis and are subject to income taxes in the United States and numerous foreign jurisdictions.
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business and adversely affect our financial condition and results of operations.
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such 67 Table of Conten ts higher costs through price increases. Our inability or failure to do so could harm our business and adversely affect our financial condition and results of operations.
Offsetting increases were seen across both assignments (increased by $3.4 million) and editorial subscriptions (increased $1.3 million). Other. This category includes music licensing, digital asset management and distribution services, print sales, and data licensing revenues. Revenue for the year ended December 31, 2023 from our Other products increased on a reported basis by 14.1% (14.9% CN).
Offsetting increases were seen across both assignments (increased by $3.4 million) and editorial subscriptions (increased $1.3 million). Other revenue includes music licensing, digital asset management and distribution services, print sales, and data licensing revenues. Revenue for the year ended December 31, 2023 from our Other products increased on a reported basis by 14.0% (14.8% CN).
Reported SG&A expense increased by $26.9 million or 7.2% (7.5% CN) for the year ended December 31, 2023 as compared to the year ended December 31, 2022. SG&A fluctuations from the prior period include the following: • increase of $31.2 million related to staff costs for the year ended December 31, 2023.
Selling, general and administrative expense Reported SG&A expense increased by $26.9 million or 7.2% (7.5% CN) for the year ended December 31, 2023 as compared to the year ended December 31, 2022. SG&A fluctuations from the prior period include the following: • increase of $31.2 million related to staff costs for the year ended December 31, 2023.
The Company has almost 800,000 purchasing customers, with customers from almost every country in the world and websites in 23 languages bringing the world’s best content to media outlets, advertising agencies and corporations of all sizes and, increasingly, to individual creators and prosumers.
The Company has over 716,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.
For 29 years, Getty Images has embraced innovation; from analogue to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe.
For 30 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe.
We invest in a dedicated editorial team which includes over 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.
We invest in a dedicated editorial team that includes 110 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.
Content licensed on a RF basis is subject to a standard set of terms, allowing the customer to use the image for an unlimited duration and without limitation on the use or application. Within our video offering, we also offer a licensing model known as Rights-Ready.
The key image licensing model in the pre-shot market is RF. Content licensed on a RF basis is subject to a standard set of terms, allowing the customer to use the image for an unlimited duration and without limitation on the use or application. Within our video offering, we also offer a licensing model known as Rights-Ready.
Cost of revenue for the year ended December 31, 2023 was $250.2 million (27.3% of revenue) compared to $255.0 million (27.5% of revenue) in the prior year. The decrease in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product.
Cost of revenue (exclusive of depreciation and amortization) Cost of revenue for the year ended December 31, 2023 was $250.2 million (27.3% of revenue) compared to $255.0 million (27.5% of revenue) in the prior year. The decrease in cost of revenue as a percentage of revenue compared to the prior year was due primarily to revenue mix by product.
Each year, we cover more than 160,000 global events across news, sport and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world with over 135 million images across geographies, time periods and verticals.
Each year, we cover more than 160,000 global events across news, s port, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.
Currency Neutral Revenue Currency Neutral revenue changes (expressed as a percentage) excludes the impact of fluctuating foreign currency values pegged to the U.S. dollar between comparative periods by translating all local currencies using the current period exchange rates. We consistently apply this approach to revenue for all countries where the functional currency is not the U.S. dollar.
Non-GAAP Financial Measures Currency Neutral Revenue Currency Neutral revenue changes (expressed as a percentage) exclude the impact of fluctuating foreign currency values pegged to the U.S. Dollar between comparative periods by translating all local currencies using the current period exchange rates. We consistently apply this approach to revenue for all countries where the functional currency is not the U.S. Dollar.
The Company accounts for the global intangible low-tax income (“GILTI”) earned by foreign subsidiaries included in gross U.S. taxable income in the period incurred. 65 Table of Cont e n t Recent Accounting Pronouncements Please refer to “ Note 2 — Summary of Significant Accounting Policies ” in our consolidated financial statements included elsewhere in this Annual Report.
The Company accounts for the global intangible low-tax income (“GILTI”) earned by foreign subsidiaries included in gross U.S. taxable income in the period incurred. Recent Accounting Pronouncements Please refer to “ Note 2 — Summary of Significant Accounting Policies ” in our consolidated financial statements included elsewhere in this Annual Report.
If it is determined that a loss is only reasonably possible or that a loss is probable but the amount is not reasonably estimable, the Company discloses the nature of the possible loss and gives an estimate of the possible range of loss.
If it is determined that a loss is only reasonably possible or that a loss is probable but the amount is not reasonably estimable, the Company discloses the nature of the possible loss and gives an estimate of the 69 Table of Conten ts possible range of loss.
Business Overview and Recent Developments In 1995, Mark Getty and Jonathan Klein co-founded the predecessor to Getty Images, Inc. in London. In September 1997, Getty Communications, as it was called at the time, merged with PhotoDisc, Inc. to form Getty Images, Inc.
Business Overview and Recent Developments In 1995, Mark Getty and Jonathan Klein co-founded the predecessor to Getty Images, Inc. in London. In September 1997, Getty Communications, as it was called at the time, merged with PhotoDisc, Inc. to form Getty Images, 52 Table of Conten ts Inc.
Results of Operations Comparison of the Years Ended December 31, 2023 and 2022 Consolidated statements of operations (In thousands) Years Ended December 31, increase (decrease) 2023 2022 $ change % change REVENUE $ 916,555 $ 926,244 $ (9,689) (1.0) % OPERATING EXPENSE: Cost of revenue (exclusive of depreciation and amortization shown separately below) 250,249 254,990 (4,741) (1.9) % Selling, general and administrative expenses 402,516 375,582 26,934 7.2 % Depreciation 54,374 49,574 4,800 9.7 % Amortization 24,069 43,645 (19,576) (44.9) % Loss on litigation 116,051 1,101 114,950 NM Recovery of loss on litigation (60,000) — (60,000) NM Other operating expense (income) – net 1,624 (681) 2,305 NM Operating expense 788,883 724,211 64,672 8.9 % INCOME FROM OPERATIONS 127,672 202,033 (74,361) (36.8) % OTHER EXPENSE, NET: Interest expense (126,884) (117,229) (9,655) 8.2 % (Loss) gain on fair value adjustment for swaps and foreign currency exchange contract – net (7,573) 23,508 (31,081) NM Unrealized foreign exchange (losses) gain – net (23,772) 24,643 (48,415) NM Loss on extinguishment of debt — (2,693) 2,693 NM Net loss on fair value adjustment for warrant liabilities — (160,728) 160,728 NM Other non-operating income (expense) – net 3,652 (3,051) 6,703 NM Total other expense – net (154,577) (235,550) 80,973 (34.4) % LOSS BEFORE INCOME TAXES (26,905) (33,517) 6,612 (19.7) % INCOME TAX BENEFIT (EXPENSE) 46,482 (44,126) 90,608 NM NET INCOME (LOSS) $ 19,577 $ (77,643) $ 97,220 NM ____________________ NM - Not meaningful 53 Table of Cont e n t Revenue by product (In thousands) Years Ended December 31, increase / (decrease) 2023 % of revenue 2022 % of revenue $ change % change CN % change Creative 578,727 63.1 % 585,398 63.2 % (6,671) (1.1) % (0.6) % Editorial 320,643 35.0 % 325,779 35.2 % (5,136) (1.6) % (1.2) % Other 17,185 1.9 % 15,067 1.6 % 2,118 14.1 % 14.9 % Total revenue $ 916,555 100.0 % $ 926,244 100.0 % $ (9,689) (1.0) % (0.5) % Certain prior year amounts have been reclassified to conform to the current year presentation.
Comparison of the Years Ended December 31, 2023 and 2022 Consolidated Statements of Operations (In thousands, except percentages) (In thousands) Years Ended December 31, increase (decrease) 2023 2022 $ change % change Revenue $ 916,555 $ 926,244 $ (9,689) (1.0) % Operating expenses: Cost of revenue (exclusive of depreciation and amortization) 250,249 254,990 (4,741) (1.9) % Selling, general and administrative expenses 402,516 375,582 26,934 7.2 % Depreciation 54,374 49,574 4,800 9.7 % Amortization 24,069 43,645 (19,576) (44.9) % Loss on litigation 116,051 1,101 114,950 NM Recovery of loss on litigation (60,000) — (60,000) NM Other operating expenses (income) – net 1,624 (681) 2,305 NM Total operating expenses 788,883 724,211 64,672 8.9 % Income from operations 127,672 202,033 (74,361) (36.8) % Other (expense) income, net: Interest expense (126,884) (117,229) (9,655) 8.2 % (Loss) gain on fair value adjustment for swaps – net (7,573) 23,508 (31,081) NM Foreign exchange gain (loss) – net (23,772) 24,643 (48,415) NM Loss on extinguishment of debt — (2,693) 2,693 NM Net loss on fair value adjustment for warrant liabilities — (160,728) 160,728 NM Other non-operating income (expense) – net 3,652 (3,051) 6,703 NM Total other expense – net (154,577) (235,550) 80,973 (34.4) % Income (loss) before income taxes (26,905) (33,517) 6,612 (19.7) % Income tax benefit (expense) 46,482 (44,126) 90,608 NM Net income (loss) $ 19,577 $ (77,643) $ 97,220 NM ____________________ NM - Not meaningful 61 Table of Conten ts Revenue by product (In thousands, except percentages) Year ended December 31, increase / (decrease) 2023 % of revenue 2022 % of revenue $ change % change CN % change Creative 578,739 63.1 % 585,406 63.2 % (6,667) (1.1) % (0.6) % Editorial 320,643 35.0 % 325,779 35.2 % (5,136) (1.6) % (1.2) % Other 17,173 1.9 % 15,059 1.6 % 2,114 14.0 % 14.8 % Total revenue $ 916,555 100.0 % $ 926,244 100.0 % $ (9,689) (1.0) % (0.5) % Certain prior year amounts have been reclassified to conform to the current year presentation.
Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content. Selling, general and administrative expense.
Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.
Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content. Selling, general and administrative expense.
Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.
We primarily source Creative content from a broad network of professional, semi-professional and amateur creators, many of whom are exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community.
We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefi ng and art direction to our exclusive contributor community.
Beginning in the third quarter of 2023, the Company reclassified historical legal fees associated with our warrant litigation from “Selling, general and administrative expenses” to “Loss on litigation” within the Condensed Consolidated Statements of Operations.
Beginning in the third quarter of 2023, the Company reclassified historical legal fees associated with our warrant litigation from 62 Table of Conten ts “Selling, general and administrative expenses” to “Loss on litigation” within the Consolidated Statements of Operations.
As a result, for the six months ended June 30, 2023, $6.4 million has been reclassified to Loss on litigation and for the year ended December 31, 2022, $1.1 million has been reclassified to Loss on litigation. 54 Table of Cont e n t • decrease in marketing spend of 13.1% ($7.3 million) for the year ended December 31, 2023.
As a result, for the six months ended June 30, 2023, $6.4 million has been reclassified to Loss on litigation and for the year ended December 31, 2022, $1.1 million has been reclassified to Loss on litigation. • decrease in marketing spend of 13.1% ($7.3 million) for the year ended December 31, 2023.
Financing activities for the year ended December 31, 2022 primarily related to the Business Combination, including cash contributions ($864.2 million) which were used to pay equity issuance costs ($106.9 million), retire our Redeemable Preferred Stock ($615.0 million) and prepay a portion of our USD Term Loans ($310.4 million).
Financing activities for the year ended December 31, 2022 primarily related to the Business Combination, including cash contributions ($864.2 million) which were used to pay equity issuance costs ($106.9 million), retire our Redeemable Preferred Stock ($615.0 million) and prepay a portion of our USD Term Loans ($310.4 million). Additionally, during the six months ended June 30, 2022, the Unsplash Inc.
In support of its content, Getty Images employs over 110 staff photographers and videographers, distributes the content of over 557,000 contributors and more than 320 premium content partners. Over 80,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else.
In support of its content, Getty Images employs 110 staff photographers and videographers, and distributes the content of over 583,000 contributors and more than 350 premium content partners. Over 81,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else.
The foregoing transactions resulted in aggregate gross proceeds to the Company of approximately $864.2 million, which included approximately $4.2 million remaining in the trust account. The Company used the proceeds, in addition to cash on hand, to repay a portion of its outstanding indebtedness and retire the Redeemable Preferred Stock of Legacy Getty.
The foregoing transactions resulted in aggregate gross proceeds to the Company of approximately $864.2 million. The Company used the proceeds, in addition to cash on hand, to repay a portion of its outstanding indebtedness and retire the Redeemable Preferred Stock of Legacy Getty.
Contributors will be compensated on an annual recurring basis for any inclusion of their content in AI data training sets and, in certain cases, share in the revenue generated by AI tools and services trained with their content.
Contributors will be compensated for any inclusion of their content in AI data training sets and, in certain cases, share in the revenue generated by AI tools and services trained with their content.
The increase was driven by music licensing (increase of $1.2 million), digital asset management and distribution services (increase of $0.9 million) and data licensing (increase of $0.7 million), partially offset by print sales (decreased by $0.8 million). Cost of revenue (exclusive of depreciation and amortization).
The increase was driven by music licensing (increase of $1.2 million), digital asset management and distribution services (increase of $0.9 million) and data licensing (increase of $0.7 million), partially offset by print sales (decreased by $0.8 million).
The net proceeds from the Business Combination were primarily used to reduce debt of the Company and therefore reduce our borrowing costs starting in the second half of 2022. 60 Table of Cont e n t The Business Combination resulted in aggregate gross proceeds to the Company of approximately $864.0 million.
The net proceeds from the Business Combination were primarily used to reduce debt of the Company and therefore reduce our borrowing costs starting in the second half of 2022. The Business Combination resulted in aggregate gross proceeds to the Company of approximately $864.0 million.
Other Other represents 1.9%, 1.6%, and 1.6% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively. This includes music licensing, digital asset management and distribution services, print sales and data licensing.
Other Other represents 4.3%, 1.9%, and 1.6% of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively. This includes music licensing, digital asset management, distribution services, print sales, and data access and/or licensing.
Customers can purchase on an ALC basis or through our content subscriptions, including our “Premium Access” subscription, where we uniquely offer frictionless access across all of our content in one solution. iStock iStock.com is our budget-conscious e-commerce offering our customers access to creative stills and video, which includes exclusive content. This site primarily serves SMBs, including the growing freelance market.
Customers can purchase on an ALC basis or through our content subscriptions, including our “Premium Access” subscription, where we uniquely offer frictionless access across all of the Getty Images and iStock content in one solution. iStock iStock.com is our budget-conscious e-commerce offering our customers access to creative stills and video, which includes exclusive content.
Our interest expense primarily consists of interest charges on our outstanding U.S. dollar and Euro term loans (the “Term Loans”), $300.0 million of Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees.
Our interest expense primarily consisted of interest charges on our outstanding U.S. Dollar and Euro term loans (the “Term Loans”), Senior Unsecured Notes (the “Senior Notes”), and our revolving credit facility, which remained undrawn, as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees.
Additionally, during the six months ended June 30, 2022, the Unsplash Two-Year Earnout was achieved and was paid during the three months ended September 30, 2022 ($10.0 million).
Two-Year Earnout was achieved and was paid during the three months ended September 30, 2022 ($10.0 million).
The recognition and measurement of revenue requires the use of judgments and estimates. Specifically, judgment is used in identifying the performance obligations and the standalone selling price of the performance obligations. At contract inception, we assess the product offerings in our contracts to identify performance obligations that are distinct.
The recognition and measurement of revenue requires the use of judgments. Specifically, judgment is used in identifying the performance obligation included in each contract. At contract inception, we assess the product offerings in our contracts to identify performance obligations that are distinct.
The Company believes it is more likely than not it will prevail on appeal, however, if the CRA were to be successful in the appeal process, we estimate the maximum potential outcome could be up to $29.2 million.
The Company believes it is more likely than not it will prevail on appeal, however, if the CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $25.3 million.
The weakening or strengthening of our reporting 52 Table of Cont e n t currency, the U.S. dollar, during any given period as compared to currencies that we collect revenues in, most notably, the Euro and British pound, impacts our reported revenues.
The weakening or strengthening of our reporting currency, the U.S. Dollar, during any given period compared to currencies we collect revenues in, most notably, the Euro and British pound, impacts our reported revenues.
We have previously disclosed that we have open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments.
The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments.
Editorial represents 35.0%, 35.2% and 33.4% of our revenue, of which 53.3%, 52.1% and 53.5% is generated through our annual subscription products, for the years ended December 31, 2023, 2022 and 2021, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.
Editorial represents 36.8%, 35.0% and 35.2% of our revenue, of whic h 53.7%, 53.3% and 52.1% is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.
Additionally, we voluntarily prepaid a total of $50.4 million of outstanding indebtedness in 2023. Our principal liquidity needs include debt service and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments. Deferred revenue represents the majority of our current liabilities, which given its nature is not expected to require cash settlement.
Our principal liquidity needs include debt service and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments. Deferred revenue represents the majority of our current liabilities, which given its nature is not expected to require cash settlement.
Creative Creative is comprised of royalty free (“RF”) photos, illustrations, vectors, videos, and generative AI-services, that are released for commercial use and cover a wide variety of commercial, conceptual and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel.
We distribute content and services offerings through three primary product lines: 53 Table of Conten ts Creative Creative is comprised of royalty-free (“RF”) photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel.
As part of the appeal process in Canada, the Company may be required to pay a portion of the assessed amounts, which we estimate could be up to $19.3 million. Such required payment is not an admission that the Company believes it is subject to such taxes.
As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $17.4 million. Such required payment is not an admission that the Company believes it is subject to such taxes.
References to “currency neutral” (“ Currency Neutral ” or “ CN ”) revenue growth (expressed as a percentage) in this section refer to our revenue growth (expressed as a percentage), excluding the effect of changes in foreign currency exchange rates. See “— Non-GAAP Financial Measures ” for additional information regarding Currency Neutral revenue growth (expressed as a percentage).
References to “currency neutral” (“ Currency Neutral ” or “ CN ”) revenue growth or decline (expressed as a percentage) in this section refer to our revenue growth (expressed as a percentage), excluding the effect of changes in foreign currency exchange rates.
Our interest expense primarily consists of interest charges on our outstanding Term Loans, Senior Notes, and our revolving credit facility as well as the amortization of original issue discount on our term loans and amortization of deferred debt financing fees.
Our interest expense primarily consists of interest charges on our outstanding Term Loans, Senior Notes, and our revolving credit facility as well as the amortization of original issue discount on our Term Loans and amortization of deferred debt financing fees. The increase in interest expense was due to the rise in interest rates in 2023 as compared to 2022.
Excludes downloads starting in Q3’22 tied to a two-year deal signed with Amazon in July 2022, as the magnitude of the potential download volume over the deal term could result in significant fluctuations in this metric without corresponding impact to revenue in the same period.
Excludes downloads related to an agreement signed with Amazon, as the magnitude of the potential download volume over the deal term could result in significant fluctuations in this metric without corresponding impact to revenue in the same period.
Creative represents 63.1%, 63.2% and 65.0% of our revenue of which 53.3%, 47.4% and 41.8% is generated through our annual subscription products, for the years ended December 31, 2023, 2022 and 2021, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API and Custom Content.
Creative represents 58.9%, 63.1% and 63.2% of our revenue of which 56.0% , 52.2% 1 and 46.5% 1 is generated through our annual subscription products, for the years ended December 31, 2024, 2023 and 2022, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API, and Custom Content.
We recognized fair value adjustment loss for our swaps and foreign currency exchange contracts, net of $7.6 million for the year ended December 31, 2023, compared with net gains of $23.5 million for the year ended December 31, 2022. Gains and losses are driven by changes in interest and foreign exchange rates, relative to the rates in our derivatives.
Fair value adjustment for swaps and foreign currency exchange contract - net We recognized fair value adjustment loss for our swaps and foreign currency exchange contracts, net of $7.6 million for the year ended December 31, 2023, compared with net gains of $23.5 million for the year ended December 31, 2022.
Our investing activities used $57.0 million and $61.3 million in cash during the year ended December 31, 2023 and 2022, respectively, which was used to acquire property and equipment. The property and equipment was mainly related to internal software development as we continued to innovate and invest in the design, user experience and performance of our websites.
The property and equipment was mainly related to internal software development as we continued to innovate and invest in the design, user experience and performance of our websites. For the years ended December 31, 2023 and 2022, our financing activities used $45.4 million and $184.3 million of cash, respectively.
(in thousands) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 19,577 $ (77,643) $ 117,397 Add/(less) non-GAAP adjustments: Depreciation and amortization 78,443 93,219 100,460 Loss on litigation, net of recovery 1 56,051 1,101 — Other operating expense (income) – net 1,624 (681) 386 Interest expense 126,884 117,229 122,160 Fair value adjustments, foreign exchange and other non operating (expense) income — net 2 27,693 (45,100) (56,300) Loss on extinguishment of debt — 2,693 — Loss on fair value adjustment for warrant liabilities — net — 160,728 — Income tax expense (46,482) 44,126 18,729 Equity-based compensation expense 37,652 9,292 6,441 Adjusted EBITDA $ 301,442 $ 304,964 $ 309,273 Net income (loss) margin 2.1 % (8.4) % 12.8 % Adjusted EBITDA Margin 32.9 % 32.9 % 33.7 % ____________________ 1 Beginning with the third quarter of 2023 reporting period, the Company reclassified historical legal fees associated with our warrant litigation from “Selling, general and administrative expenses” to “Loss on litigation” within the Condensed Consolidated Statements of Operations.
(in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ 39,472 $ 19,577 $ (77,643) Add/(less) non-GAAP adjustments: Depreciation and amortization 61,293 78,443 93,219 Loss on litigation, net of recovery 1 20,491 56,051 1,101 Other operating expenses – net 15,834 1,624 (681) Interest expense 131,408 126,884 117,229 Fair value adjustments, foreign exchange and other non operating (expense) income — net 2 (37,558) 27,693 (45,100) Loss on extinguishment of debt — — 2,693 Net loss on fair value adjustment for warrant liabilities — — 160,728 Income tax expense (benefits) 47,483 (46,482) 44,126 Equity-based compensation expense, net of capitalization 21,848 37,652 9,292 Adjusted EBITDA $ 300,271 $ 301,442 $ 304,964 Capex 57,450 56,998 59,291 Adjusted EBITDA less capex 242,821 244,444 245,673 Net income (loss) margin 4.2 % 2.1 % (8.4) % Adjusted EBITDA Margin 32.0 % 32.9 % 32.9 % ____________________ 1 Beginning with the third quarter of 2023 reporting period, the Company reclassified historical legal fees associated with our warrant litigation from “Selling, general and administrative expenses” to “Loss on litigation” within the Consolidated Statements of Operations.
As we continue to focus on growing subscriptions as percentage of total revenue, revenue retention for these customers is a key driver of the predictability of our financial model with respect to revenue. LTM annual subscriber revenue retention rate decreased for the period ended December 31, 2023, as compared to the period ended December 31, 2022.
As we continue to focus on growing subscriptions as percentage of total revenue, revenue retention for these customers is a key driver of the predictability of our financial model with respect to revenue.
The primary driver of our decrease in cash provided by operating activities of $30.4 million was an increase in our interest expense driven by the rise in interest rates from 2022 to 2023. We also saw an increase in the use of cash related to our ongoing intellectual property rights and warrant litigation.
The primary driver of our decrease in cash provided by operating activities of $30.4 million was an increase in our interest expense driven by the rise in interest rates from 2022 to 2023.
Cost of revenue consists primarily of royalties owed to content contributors, comprised of photographers, filmmakers, third-party companies that license their collection of content through us (“Content Partners”) and third party music content providers.
Cost of revenue consists primarily of royalties owed to content contributors, comprised of photographers, filmmakers, third-party companies that license their collection of content through us (“Content Partners”) and third party music content providers. Going forward, we expect cost of revenue to trend higher in absolute dollars as we continue growing our revenue.
Image and video collections increased during the period ending December 31, 2023 as compared to the periods ending December 31, 2022 and 2021. Video attachment rate is a measure of the percentage of total paid customer downloaders who are video downloaders. Customer demand for video content continues to grow and represents a significant opportunity for revenue growth for Getty Images.
Video attachment rate Video attachment rate is a measure of the percentage of total paid customer downloaders who are video downloaders. Customer demand for video content continues to grow and represents a significant opportunity for revenue growth for Getty Images.
We expect amortization expense to be insignificant in the coming years. Factors affecting results of operations A shift in the product mix of our revenue may affect our overall cost of revenue as a percentage of revenue. Our revenues and profitability are also subject to fluctuations in foreign exchange rates.
Factors affecting results of operations A shift in the product mix of our revenue may affect our overall cost of revenue as a percentage of revenue. Our revenues and profitability are also subject to fluctuations in foreign exchange rates. The weakening or strengthening of our reporting currency, the U.S.
This change in classification serves to increase our Adjusted EBITDA by $6.4 million for the year ended December 31, 2023 and $1.1 million for the year ended December 31, 2022, when compared to classification in prior periods. 2 Fair value adjustments for our swaps and foreign currency exchange contracts, foreign exchange gains (losses) and other insignificant non-operating related (expenses) income. 59 Table of Cont e n t Liquidity and Capital Resources Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our revolving credit facility.
This change in classification serves to increase our Adjusted EBITDA by $6.4 million for the year ended December 31, 2023 and $1.1 million for the year ended December 31, 2022, when compared to classification in prior periods. 2 Fair value adjustments for our swaps and foreign currency exchange contracts, foreign exchange gains (losses) and other insignificant non-operating related (expenses) income.
Key Performance Indicators (KPI) The Key Performance Indicators outlined below are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver shareholder return, track to financial targets and prioritize customer satisfaction. Note, KPI comparisons to periods prior to the year ended December 31, 2022 reflect some COVID-19 impact.
Key Performance Indicators Our KPIs outlined below are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver shareholder return, track to financial targets and prioritize customer satisfaction.
Reported SG&A expense increased by $7.9 million or 2.1% (5.4% CN) for the year ended December 31, 2022 as compared to the year ended December 31, 2021. SG&A fluctuations from the prior period include the following: • increase in computer related expenses of $3.2 million for the year ended December 31, 2022.
Selling, general and administrative expense Reported SG&A expense increased by $5.3 million or 1.3% (1.2% CN) for the year ended December 31, 2024 as compared to the year ended December 31, 2023. SG&A fluctuations from the prior year include the following: • increase of $4.3 million related to staff costs for the year ended December 31, 2024.
Our capital expenditures have generally consisted of costs related to imagery and other content creation, capitalized labor for development of software, purchased computer hardware, and leasehold improvements.
Capital expenditures We have historically had a predictable level of capital expenditures, a significant portion of which has been discretionary and growth-related. Our capital expenditures have generally consisted of costs related to imagery and other content creation, capitalized labor for development of software, purchased computer hardware, and leasehold improvements.

… 166 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+3 added−2 removed3 unchanged
Biggest changeBased on the principal outstanding as of December 31, 2023, each one eighth percentage point increase in the EURIBOR rate would correspondingly increase our interest expense on the senior secured credit facilities by approximately $0.6 million per annum. Foreign currency market risk We are exposed to foreign currency risk by virtue of our international operations.
Biggest changeBased on $579.2 million of principal outstanding as of December 31, 2024 on our USD Term Loan of our senior secured credit facility, each one eighth percentage point increase in the Adjusted Term SOFR rate thereafter would have correspondingly increased our interest expense on the senior secured credit facilities by approximately $0.7 million per annum.
These foreign exchange contracts are generally up to eighteen months in original maturity and primarily require the sale of either Euro or British Pounds and the purchase of U.S. dollars.
These foreign exchange contracts are generally up to eighteen months in original maturity and primarily require the sale of either the Euro or British Pounds and the purchase of U.S. Dollars.
Some of these transactions result in foreign currency denominated assets and liabilities that are revalued each month. Upon revaluation, transaction gains and losses are generated, which, with the exception of those related to long-term intercompany balances, are reported as exchange gains and losses in our consolidated statements of income in the periods in which the exchange rates fluctuate.
Some of these transactions result in foreign currency denominated assets and liabilities that are revalued each month. Upon revaluation, transaction gains and losses are generated, which, with the exception of those related to long-term intercompany balances, are reported as exchange gains and losses in our Consolidated Statements of Operations in the periods in which the exchange rates fluctuate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest rate market risk For the year ended December 31, 2023, we were exposed to changes in LIBOR and Adjusted Term SOFR interest rates on the USD Term Loans of the senior secured credit facilities, subject to a minimum floor of 0.00%.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest rate market risk For the year ended December 31, 2024, we were exposed to changes in Adjusted Term SOFR interest rates on the USD Term Loans of the senior secured credit facilities, subject to a minimum floor of 0.00%.
The contracts during the current period have not been designated as hedges as defined by ASC 815, “Derivatives and Hedging,” and therefore gains and losses arising from revaluation of these forward contracts are recorded as exchange gains and losses in our consolidated statements of income in the periods in which the exchange rates fluctuate.
The contracts during the current period have not been designated as hedges as defined by ASC 815, “Derivatives and Hedging,” and therefore gains and losses arising from revaluation of these forward contracts are recorded as “ Foreign exchange gain (loss) – net ” in our Consolidated Statements of Operations in the periods in which the exchange rates fluctuate.
We are also exposed to changes in EURIBOR interest rates on the senior secured term loan, subject to a minimum floor of 0.00%. As of December 31, 2023, the principal outstanding of our EUR Term Loans of the senior secured term was €419.0 million.
We were also exposed to changes in EURIBOR interest rates on the EUR Term Loans, subject to a minimum floor of 0.00%. As of December 31, 2024, the principal outstanding of our EUR Term Loans of the senior secured term was €419.0 million.
For each of the twelve months ended December 31, 2023 and 2022, we derived approximately 50% of our revenue from operations outside the United States. Getty Images and its subsidiaries enter into transactions that are denominated in currencies other than Getty Images’ functional currency, including Euro and British pounds.
For each of the years ended December 31, 2024 and 2023, we derived approximately 43% of our revenue from operations outside the United States. Getty Images and its subsidiaries enter into transactions that are denominated in currencies other than Getty Images’ functional currency, including the Euro and British pounds.
Transaction gains and losses on foreign currency denominated long-term intercompany balances for which settlement is not planned or anticipated in the foreseeable future, are reported in “Accumulated other comprehensive” income in our consolidated balance sheets.
Transaction gains and losses on foreign currency denominated long-term intercompany balances for which settlement is not planned or anticipated in the foreseeable future, are reported in “ Accumulated other comprehensive loss ” in our consolidated balance sheets.
Based on the principal outstanding, incorporating the effect of the swap agreements, as of December 31, 2023 each one eighth percentage point increase in the Term SOFR rate thereafter would have correspondingly increased our interest expense on the senior secured credit facilities by approximately $0.4 million per annum..
Based on the principal outstanding as of December 31, 2024, each one eighth percentage point increase in the EURIBOR rate would have correspondingly increased our interest expense on the senior secured credit facilities by approximately $0.6 million per annum.
To offset our exposure to interest rate changes, Getty Images has entered into interest rate swap agreements with notionals of $355.0 million. These swap arrangements also had an embedded floor of 0.00%.
As of December 31, 2024, the applicable Adjusted Term SOFR was above said floor. To offset our exposure to interest rate changes, Getty Images entered into interest rate swap agreements with notionals of $355.0 million. These swap arrangements also had an embedded floor of 0.00%. The interest rate swap agreement matured February 19, 2024.
Removed
On February 3, 2023, we amended our Credit Agreement to replace LIBOR with Adjusted Term SOFR on the USD Term Loans effective from the start of the next interest period and thereafter were exposed to changes in Term SOFR interest rates on the USD Term Loans of the senior secured credit facilities.
Added
On February 21, 2025, Getty Images amended the Existing Credit Agreement, pursuant to which, among other things, the Original USD Term Loans were repaid in full and the Dollar Fixed Rate Term B-1 Loans were incurred. The Dollar Fixed Rate Term B-1 Loans are subject to a fixed interest rate.
Removed
The Adjusted Term SOFR rate is subject to a minimum floor of 0.00%. As of December 31, 2023, the principal outstanding of our USD Term Loans of the senior secured credit facility was $637.0 million. As of December 31, 2023, the applicable Adjusted Term SOFR is above said floor.
Added
As of the Amendment Effective Date, Getty Images is no longer exposed to fluctuation in Adjusted Term SOFR). Getty Images continues to be exposed to changes in 73 Table of Conten ts EURIBOR interest rates on the Euro Term B-1 Loans under the Amended Credit Agreement.
Added
Please refer to “ Note 23 — Subsequent Events ” in our consolidated financial statements for more discussion on the Refinancing Amendment. Foreign currency market risk We are exposed to foreign currency risk by virtue of our international operations.

Other GETY 10-K year-over-year comparisons