GETY 10-K & 10-Q changes, risk factors and insider trading

◦Our inability to acquire or integrate new contentbusinesses, content, and product lines;

◦Class A common stock price volatility and related NYSE listing rules compliance;

◦Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and our Class A common stock willhas and may continue to fluctuate prior to the completion of the Merger, we cannot be sure of the market value of our Class A common stock that will be paid to Shutterstock stockholders as consideration in the Merger; and ◦Our stockholders will have a reduced ownership and voting interest in Getty Images following the merger as compared to their ownership and voting interest in us and will exercise less influence over management.

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. 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. We employ various customer experience, content, marketing and pricing strategies to incentivize customers to seek and use our content. 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. As new and emerging platforms and content distribution systems continue to emerge, including but not limited to generative AI generated content and services powered by generative AI, including open-source generative AI, our customers may no longer want to source content from distributors such as us. In addition, our marketing strategies may not attract new customers, our content strategies may not attract relevant content from a suitably diverse network of suppliers and our pricing strategies may discourage purchases. To the extent that we are unable to attract new customers, our costs to acquire and retain customers increase, or our existing customers do not continue to license content from us for these or any other reasons, our results of operations and financial condition could be materially and adversely affected.

In addition, new competitors may enter our market, including those that rely on generative AI technologies. They and existing competitors could focus investment in creating, sourcing, archiving, indexing, reviewing, searching, purchasing or delivering content more easilyeasily, including within existing or new creative workflows such as software as a service solutions that package visual content into creative and design services, or more affordably. The barriers to creating a website platform that allows for the license of digital content are low, especially when considering open-source generative AI that requires minimal resources to produce, which could result in greater competition. New entrants, as well as existing competitors, may raise significant amounts of capital (or leverage relationships with other competitors or investors) and they may choose to prioritize increasing their market share and brand awareness over profitability, including, for example, by investing more in content offerings, marketing or pricing strategies such as delivering AI generated content, offering higher royalties for exclusivity or lowering content prices. Some of these new competitors may also invest in other existing competitors, increasing market pressure on our offerings.

These and other increased costs associated with operating as a public company have in the past and may continue to decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Although we continue to evaluate and manage our costs, the ability to effectively manage such costs is subject to risks and uncertainties, and we cannot be sure that these activities, or any other activities that we may undertake in the future, will achieve the desired cost management or efficiencies. Failure to effectively manage our costs, whether as a result of being a public company or otherwise, could adversely affect our results of operations and financial condition and curtail investment in growth opportunities

The market for commercial digital imagery and other content is a rapidly changing market, characterized by changing technologies, intense price competition, the introduction of new competitors, evolving industry standards, changing and diverse regulatory environments, frequent new service announcements and changing consumer demands and behaviors. Our inability to anticipate these changes and adapt our business, platform, and offerings could undermine our business strategy. Our business strategy and projections, including those related to our revenue growth and profitability, rely on a number of assumptions about the market for commercial digital content, including the size and projected growth of the imagery and video markets over the next several years. Some or all of these assumptions may be incorrect. In particular, our growth is highly dependent upon the continued demand for commercial digital content. To the extent that demand for commercial digital content does not continue to grow as expected or decreases, our revenue growth and profitability may be materially and adversely affected. Our growth strategy is dependent, in part, on our ability to timely and effectively launch new products and services, the development of which are uncertain, complex and costly. In addition, we may be unable to successfully and efficiently to address advancements in distribution technology, marketing and pricing strategies and content breadth and availability in certain or all of these markets, which could materially and adversely affect our growth prospects and results of operations.

We are also using and may continue to use certain generative AI tools and/or in our business. If the recommendations that these tools assist in producing are or are alleged to be deficient, inaccurate, biased or otherwise problematic, our reputation may be adversely affected. In addition, the introduction of generative AI tools into our business may negatively impact our workplace culture and ability to attract and retain employees if generative AI tools are viewed as displacing workers. Accordingly, our use of, or perceptions of the way that we use, generative AI could adversely affect our business, brand, financial condition or results of operations. In addition, we may rely on AI tools or models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from matters over which we may have limited visibility.

Our growth largely depends on our ability to innovate and add value to our existing creative platform and to provide our customers and contributors with a scalable, high-performing technology infrastructure that can efficiently and reliably handle increased customer and contributor usage globally, as well as the deployment of new features. For example, AI and products, including but not limited to generative AI, require additional capital and resources. Without improvements to our technology and infrastructure, our operations might suffer from unanticipated system disruptions, slow performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors. We are currently making, and plan to continue making, significant investments to maintain and enhance the technology and infrastructure and to evolve our information processes and computer systems in order to run our business more efficiently and remain competitive. We may not achieve the anticipated benefits, significant growth or increased market share from these investments for several years, if at all. If we are unable to manage our investments successfully or in a cost-efficient manner, our business and results of operations may be adversely affected.

Further, our customer base is diverse, but trends in their industries present risks to our business. In recent years, traditional outlets for media and advertising, such as newspapers, magazines, book publishing and television, have experienced consolidation and undergone other significant changes, and, in many cases, also experienced diminishing readership and viewership, as applicable, and ultimately periodic declines in revenues and profitability. Corporate in-house content users have experienced reduced budgets and shifts in use patterns that have changed the way they acquire and use our content, including an increase in reliance on in-house creative and marketing capabilitiescapabilities, and software as a service solutions that package visual content into creative and design services instead of outsourcing this work to agencies. We have also seen an increasing shift away from print media to digital and online media use. Content used online has historically been characterized by lower resolutions and lower price points but potentially significantly higher volumes than print-based applications. If we are unable to adapt our content offerings and distribution technology to address any current or future changes to customer industries, our future growth prospects and results of operation could be materially and adversely affected.

Operating internationally and continuing to expand our business to attract new customers and content suppliers in geographies other than North America and Western Europe is important to our continued success and growth. For each of the years ended December 31, 2024,2025, 20232024 and 2022,2023, approximately 50% of our revenue was derived from customers located outside of the United States. We expect to continue to devote resources to international expansion through exploring acquisition and foreign distributor partnership opportunities, as well as through expanding our foreign language marketing of offerings and further localizing our content library and user experience for foreign markets. Our ability to expand our business and to attract talented employees, customers and content suppliers in an increasing number of international markets requires considerable management attention and resources and is subject to the particular challenges of supporting a growing business in an environment of multiple languages, cultures, customs, political regimes, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Moreover, as themilitary warsconflicts in the Ukraine andUkraine, the Middle EastEast, and South America continue, there can be no certainty regarding whether such governments or other governments will impose additional sanctions or other economic or military measures against Russia, Hamas or others.measures. We cannot provide assurance that current sanctions or potential future changes in sanctions will not have an adverse impact on our operations. Expanding our international focus may subject us to risks that we have not faced before or increase risks that we currently face, certain of which are described elsewhere in these “Item 1A. Risk factors,” including risks associated with:

•higher costs associated with doing business internationally, including increased taxestaxes, tarrifs, and foreign currency fluctuations;

Foreign governments, or internet service providers acting pursuant to foreign government policies or orders, of one or more countries may seek to limit content available through our e-commerce platform in their country, restrict access to our products and services from their country entirely, or impose other restrictions that may affect the accessibility of our services in their country for an extended period of time or indefinitely if our services, or the content we distribute, are deemed to be in violation of their local laws and regulations. For example, domestic internet service providers have previously blocked access to certain content in China and other countries, such as Iran and Russia, have previously restricted access to specific content. 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.

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. Dollar strengthens against foreign currencies (which occurred in 2022),currencies, 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. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, 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, 2024,2025, 20232024 and 20222023 were denominated in foreign currencies, respectively.

We havehave, at times, experienced growth in terms of revenues, customers and content offerings, and we may not be able to maintain our historical rate of growth in certain product lines or replicate this growth with other product lines or across geographies. Our growth strategy may require us to commit substantial financial, operational and technical resources to current operations, which may divert such resources away from other potentially profitable ventures, without any guarantee of a similar return on any such investments. Further, even if we do achieve the desired growth, such growth could also strain our ability to maintain reliable operation of our websites or our relationships with customers and content suppliers and acquire relevant content. This in turn could negatively impact our ability to develop and improve our operational, financial and management controls and systems. 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.

An important component of our global business is the secure transmission of proprietary information and the transaction of commerce over the internet. We and our third-party service providers collect and maintain proprietary information and personal information in connection with servicing our customers and content suppliers and other related processes on our websites and systems, and, in particular, in connection with processing and remitting payments to and from our customers and content suppliers, and are therefore exposed to security and fraud-related risks, which are likely to become more challenging as we expand our operations and as technology evolves.evolves and could be enhanced or facilitated by AI. In addition, we collect proprietary information and personal information of third-party vendors and distributors, as well as our employees. Although we maintain security features on our websites and systems, designed to detect, prevent and provide protections against compromises of our systems or data, and utilize security measures such as encryption and authentication technology, we are subject to cyberattacks and are the target of computer viruses, hackers, distributed denial of service attacks, malware infections, ransomware attacks, phishing and spear-phishing campaigns, and/or other external hazards, as well as improper or inadvertent workforce behavior which, could expose confidential company and personal data systems and information to security breaches. Our security measures may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our websites and system. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication to effectively secure transmission of the proprietary information that we process for our customers, employees, vendors, distributors and content suppliers, and such technology may fail to function properly or may be compromised or breached. Additionally, we use third-party co-location and cloud service vendors for our data centers and application hosting, and other third-party vendors for some of the software and services that we use to operate the business, and their security measures may not prevent security breaches and other disruptions that may jeopardize the security of information stored in and transmitted through their systems. Further, some of the software and services that we use to operate our business, including our internal e-mail and customer relationship management software, are hosted by third parties. It is possible that a breach of any of these systems could go undetected for an extended period of time.

We may not be successful in acquiring or integrating new contentbusinesses, content, and product lines.

Although we believe our cash, cash equivalents and short-term investments, as well as future cash from operations and cash available,available from financing activities, including amounts available under our revolving credit facility, provide adequate resources to fund ongoing operating requirements for the foreseeable future, we may need to seek additional financing to compete effectively.

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, or which if not refinanced could result in termination of the Merger Agreement .business.

As of December 31, 2024,2025, we had $1.314$2.006 billion in aggregate principal amount of total debt.debt (inclusive of $628.4 million in connection with our merger). Additionally, our Creditrevolving Facilitycredit facility has remaining borrowing capacity of $150.0 million as of December 31, 2024.2025. Our overall leverage and the terms of our financing arrangements could:

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. 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 Creditrevolving Facilitycredit facility (as amended). If an event of default occurs, our creditors could elect to declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable and/or require us to apply all of our available cash to repay borrowings. 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. In addition, under the terms of the Merger Agreement, Shutterstock’s may terminate the Merger Agreement if we fail to amend or otherwise refinance our existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028.

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. Numerous external forces beyond our control, including generally weak or uncertain economic conditions, economic downturns, supply chain disruptions, rising interest rates, inflation, tariffs and trade restrictions, including the imposition and enforceability of tariffs or other changes in trade policies and related uncertainties, 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 warsmilitary suchconflicts asin Europe, the Russia-UkraineMiddle East, and Israel-HamasSouth wars,America, government shutdowns and/or the financial stability of the banking industry could adversely affect our financial condition. Particularly, our financial condition is affected by worldwide economic conditions and their impact on content generation and marketing and advertising spending. Expenditures by our customers generally tend to reflect overall economic conditions, and to the extent that the economy stagnates as a result of macroeconomic conditions, companies may reduce their spending with us. To the extent that overall economic conditions reduce spending on digital content, our ability to retain current and obtain new customers could be hindered, which could reduce our revenue and negatively impact our business.

Further, economic, political and social macro developments in the United States, Europe, and Asia could negatively affect our ability to conduct business in those territories. 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 andtariffs, trade restrictions and related uncertainties, including the imposition or enforceability of tariffs, trade controls and other trade barriers or retaliation for those measures by other countries and uncertainties regarding the ability to obtain refunds for previously paid tariffs that have subsequently been invalidated 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.

Our future success depends in large part upon the continued service of the members of our executive management team and key employees. 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”). The competition for skilled personnel in the industries in which we operate is intense. Our personnel generally may terminate their employment at any time for any reason. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment in recruiting them. As we move into new geographies, we will need to attract and recruit skilled personnel across functional areas. Some of our employees in Brazil, Germany, FranceFrance, Italy, and Spain are subject to collective bargaining agreements and employees in other jurisdictions may unionize. If we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate our current personnel, we might not be able to operate our businesses effectively or efficiently, serve our customers properly or maintain the quality of our content and services.

We or one of our affiliates have registered “Getty Images,” “iStock,” “Unsplash” and other marks and logos as trademarks in the United States and other jurisdictions. 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. 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.

Although we may have insurance to cover indemnification claims, we have incurred, and will continue to incur, legal fees and other expenses, as well as a diversion of management time and resources related to such claims and related settlements, which may increase over time, and adversely affect our financial condition and results of operations.

•the development of generative AI models, including training data;

•The MTCDPACCPA, regulatesCPA, CTDPA, FDBR, MTCDPA, OCPA, TDPSA, UCPA, VACDPA, DPDPA, ICDPA, NDPA,NHDPA, NJDPA, TIPA, MCDPA, MODPA, INCDPA, KCDPA, and RIDTPPA each regulate the collection and processing of personal data of Montanaresidents residents,of their respective state, and grantsgrant such 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. While the statute specifically excludes photographs from its scope to date there has been no dispositive judicial interpretationsinterpretation of that language.

•Several foreign jurisdictions and U.S. states have adopted, and other jurisdictions are expected to enact, statutes that regulate the collection, use, transmission and storage of personal informationdata and require reporting certain breaches of the security of personal information.data.

Further, the current legislative and regulatory landscape regarding the regulation of the internet is subject to uncertainty. For example, inthe Januaryposition 2018,of the Federal Communications Commission (“FCC”) releasedon anso-called order“ net neutrality” has changed in successive administrations. Net neutrality policies attempt to prevent internet service providers from blocking certain content, slowing down specific sites, or charging companies to make their websites load faster. Most recently, net neutrality regulations promulgated by the Biden Administration were struck down by the U.S. Court of Appeals for the Sixth Circuit, which held that repealedFCC lacked authority to regulate the “open internet rules,”like oftena knownpublic as “net neutrality,” which could affect the services used by us and our customers. In response to this decisionutility. California and aWashington numberhave of states implemented their ownenacted net neutrality ruleslaws, whichand mirroredother partsstates like New Jersey and New York have guidelines that can influence the conduct of theinternet repealedservice federal regulations. In October 2023, the FCC votedproviders to beginvarying the process of reinstating substantially all of the net neutrality rules that had been in place prior to the 2018 repeal.degrees. We cannot predict the actions the FCC may take, whether any new FCC order or state initiatives regulating providers will be modified, overturned, or vacated by legal action, federal legislation, or the FCC itself, or the degree to which further regulatory action - or inaction - may adversely affect our business. Users who access our marketplace through devices such as smart phones, laptops, and tablet computers must have a high-speed internet connection, such as Wi-Fi, 3G, 4G, or 5G to use our services. Currently, this access is provided by telecommunications companies and internet access service providers that have significant and increasing market power in the broadband and internet access marketplace. If the repeal of net neutrality remains in effect, these providers could take measures that affect their customers’ ability to use our products and services, such as degrading the quality of the data packets we transmit over their lines, giving our packets low priority, giving other packets higher priority than ours, blocking our packets entirely, or attempting to charge their customers more for using our products and services. To the extent that internet service providers implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks, we could incur greater operating expenses and customer acquisition and retention could be negatively impacted. Furthermore, to the extent network operators were to create tiers of internet access service and either charge us or their customers for availability of our services through these tiers, our business could be negatively impacted.

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. AI Act”). The E.U. AI Act entered into force in August 2024, and its requirements will become effective on a staggered basis, with the majority of its provisions being implemented by August 2, 2026. The E.U. AI Act will impose material requirements on both the providers and deployers of AI, with infringement punishable by sanctions of up to 7% of annual worldwide turnover or €35 million (whichever is higher) for the most serious breaches. In the United States, at the federal level, government agencies, bureaus, and offices are publishing guidelines and rules regarding the application of their authority to regulate AI tools. At the U.S. state level, states such as California, Colorado, Utah, and Tennessee (among others) have enacted laws regulating aspects of AI tools. The scope, interpretation, and standards of enforcement of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. As a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI tools. Such uncertainty in the legal regulatory regime relating to AI tools, such as evolving review by agencies including the SEC and the U.S. Federal Trade Commission (as well as regulators abroad), may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws and regulations, the nature of which cannot be determined at this time.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, NYSE and the Financial Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. 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,in increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. 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. 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. These ESG-related initiatives and goals could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure. 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. In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.

Further, if our ESG practices do not meet evolving investor or other stakeholder expectations and standards,standards (including those in support of or in opposition to ESG principles), then our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, acquiror or service provider could be negatively impacted. For example, “anti-ESG” sentiment has gained momentum across the United States in recent years, with several statesstates, federal authorities and policymakers having proposedproposed, enacted or enactedindicated an intent to pursue anti-ESG policies, legislation or initiatives.initiatives, issued related executive orders and legal opinions and pursued related investigations and litigation. These or other similar policies, legislation, initiatives, legal decisions and scrutiny could result in investigations, litigation or enforcement actions against us by governments, regulators or others. Responding to and resolving such actions may require significant time and resources, regardless of their merit, and may result in us sustaining reputational harm.

In addition, there are a number of applicable and potential government regulations that may impact the Company. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. 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. 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. 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.

We collect, store, process, transmit and use personal information,data, which subjects us to governmental regulation and other legal obligations in many jurisdictions related to privacy, information security and data protection. Our actual or perceived failure to comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business.business, and could result in regulatory investigations, enforcement actions, fines, litigation, reputational harm and increased compliance costs, any of which could materially adversely affect our business, financial condition and results of operations.

It is not always clear how existing laws governing issues such as property ownership, sales and other taxes, and personal privacy apply to the internet and e-commerce, as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. Regulatory scrutiny of privacy, data collection, use of data and data protection continues to intensify globally. The personal informationdata 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.U.K., Europe, and Europe.the TheseUnited laws often develop in ways we cannot predict and some laws may be in conflict with one another.States. This may significantly increase our cost of doing business, particularly as we expand our localization efforts.efforts and develop new data driven products and services. In addition, from time to time, we may not be readily able to fully achieve compliance with the requirements of certain privacy and data security laws and regulations within the required periods for compliance.compliance, which could subject us to penalties or restrict certain business activities in affected jurisdictions.

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. Additionally, data privacy laws have been enacted in a number of jurisdictions, including, but not limited to, the European Union and certain U.S. states such as Illinois, Texas and Washington (in addition to U.S. cities, such as New York City), which regulate the collection and use of certain biometric data regarding individuals, including their facial images, and the use of such data, including in facial recognition systems. Similar laws have also been introduced in several additional states, but have not yet been enacted. We have entered into certain contractual agreements that may implicate or make use of such technology. Such laws may have the effect of adversely impacting our ability to grow our business in that area. 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.business and may expose us to statutory damages claims or other private rights of action in certain jurisdictions.

In the event of a security incident, we may also have obligations under foreign and U.S. breach notification laws, such as the New York SHIELD Act,Act. whichSuch becameincidents effectivecould onresult Marchin 21,remediation 2020.costs, regulatory investigations, litigation, indemnification obligations, reputational damage, and loss of customers or partners. Our marketing and promotional activities may be subject to laws such as the Controlling the Assault of Non-Solicited Pornography And Marketing Act, the Telephone Consumer Protection Act and the Telemarketing Sales Rule.

The following discussion and analysis of the financial condition and results of operations of Getty Images should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. The discussion should also be read together with the “Cautionary Note Regarding Forward-Looking Statements” above and the “Item 1A. Risk Factors” disclosure above for additional discussion of the risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Note the discussion belowbelow, other than the introductory note, does not consider the impact of the planned merger, announced on January 7, 2025, between Getty Images Holdings, Inc. and Shutterstock, Inc.

Following the close of the transaction, based on the common shares outstanding as of September 9, 2025, Getty Images stockholders will own approximately 54.7%53.5% and Shutterstock stockholders will own approximately 45.3%46.5% of the combined company on a fully diluted basis. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholdersapprovals and other customary closing conditions.

ThroughDuring the years ended December 31, 2025 and December 31, 2024, Getty Images has expensed $47.1 million and $4.1 millionmillion, respectively, of legal, accounting, and direct costs related to this proposed Merger in “Other operating expenses (income) – net” onin the consolidatedConsolidated balanceStatements sheet.of Operations.

On February 21, 2025 (the “Amendment Effective Date”), Abe Investment Holdings, Inc., a Delaware corporation (the “Parent Borrower”), and Getty Images, Inc., a Delaware corporation (the “Getty Borrower”, and together with the Parent Borrower, the “Borrowers”), which are subsidiaries of Getty Images,Company entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended their existing credit agreement, dated as of February 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment Effective Date, the “Existing Credit Agreement” and as amended by the Refinancing Amendment, the “Amended Credit Agreement”).Agreement. The Refinancing Amendment, among other things,Amendment provided for (i) a new tranche of senior secured fixed rate incremental term loans denominated in U.S. Dollars in an aggregate principal amount of $580.0 million (the “Dollar2025 Fixed RateUSD Term B-1 Loans”) and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million (the “Euro2025 EUR Term B-1 Loans” and together with the Dollar2025 Fixed RateUSD Term B-1 Loans, the “2025 Term B-1 Loans”). The proceeds of the Term B-1 Loans were used to refinance in full all outstanding term loans under the Existing Credit Agreement. The Term B-1 Loans will mature on February 21, 2030; provided that, if more than $25.0 million of the Borrowers’ existing senior unsecured notes or refinancing indebtedness in respect thereof remain outstanding with a maturity date earlier than the date that is 91 days after February 21, 2030, then the maturity of the Euro Term B-1 Loans shall spring to the date that is 91 days prior to the maturity of such senior unsecured notes or refinancing indebtedness in respect thereof.

Business Overview and Recent Developments

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer—no matter their size—around the globe, with over 604645 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.72.5 billion searches annually. The Company has overalmost 716,000700,000 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.

In support of its content, Getty Images employs 110over 115 staff photographers and videographers, and distributes the content of over 583,000600,000 contributors and more than 350360 premium content partners. Over 81,00083,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. 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 150 million images across geographies, periods, and verticals.

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. 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, televisiontelevision, and online video content relevant to their target geographies and audiences. 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 briefing and art direction to our exclusive contributor community. Creative represents 58.9%,56.7%, 63.1%58.9% and 63.2%63.1% of our revenue of which 56.0%,58.2%, 52.2%156.0% and 46.5%152.2%1 is generated through our annual subscription products, for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API, and Custom Content.

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. We invest in a dedicated editorial team that includes 110over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners.1 EditorialPrior representsyear 36.8%,percentage 35.0%has andbeen 35.2%restated ofto ourconform revenue, of which 53.7%, 53.3% and 52.1% is generated through our annual subscription products, forto the yearscurrent endedyear December 31, 2024, 2023 and 2022, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.presentation.

Other represents 5.6%, 4.3%, 1.9%, and 1.6%1.9% of our revenue for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services,services and print sales, and data access and/or licensing.sales.

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 9691 million image downloads every month. On October 4, 2022, Unsplash launched Unsplash+, an unlimited paid subscription providing access to unique model released content with expanded legal protections.

•Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of nearlyover $220 million for the year ended December 31, 2024.2025.

We generate revenue by licensing content to customers through multiple license models and purchase options, as well as by providing related services to our customers. The key image licensing model in the pre-shot market is RF. Content licensed on aan 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 Rights-Ready model offers a limited selection of broader usage categories, thus simplifying the purchase process. In September 2023 and January 2024, we launched Generative AI by Getty Images and Generative AI by iStock, respectively. They are generative AI text to image and image to image tools that were trained exclusively on Getty Images’ world‑class creative content and designed for commercial use. Customers that download visuals through the tool will receive the standard royalty‑freeRF license.

In addition to licensing imagery and video, we generate revenue from data access and/or licensing, custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales, data access and/or licensingsales and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

A significant portion of the business has transitioned to aan annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 54% of total revenue for the year ended December 31, 2024,2025, and we continue to focus on growing subscription revenue.

References to “reported revenue” in this discussion and analysis are to our revenue as reported in our historical audited consolidated financial statements for the relevant periods and reflect the effect of changes in foreign currency exchange rates. References to “currency neutral” (“Currency Neutral” or “CN”) revenue growth or decline (expressed as a percentage) in this section refer to our revenue growth or decline (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 or decline (expressed as a percentage).

The ownership rights to the majority of the content we license are retained by the owners, and licensing rights are provided to us by a large network of content contributors and content partners. When we license content entrusted to us by content suppliers, we pay royalties to them at varying rates depending on the license model and the use of that content that our customers select. Suppliers who choose to work with us under contract typically receive royalties of 20% to 50% of the total license fee we charge customers, depending on the basis on which their content is licensed by our customers. Contributors will beare compensated for any inclusion of their content in AI data training sets and,and in certain cases,may share in the revenue generated by AI tools and services trained with their 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 partythird-party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content. 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 thirdour partythird-party music content providers.provider.

Going forward, we expect the cost of revenue to trend higher in absoluteline dollarswith asoverall werevenue continue growing our revenue.patterns. We expect our cost of revenue as a percentage of revenue to vary modestly based on changes in revenue mix by product, as royalty rates vary depending on license model and use of content.

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, generalgeneral, and administrative expenses to increase in absolute dollars but remain relatively constant as a percentage of revenue in the near term. Absolute dollar spending will increase as certain costs increase and we continue to expand our operations and invest in our growth. Lastly, we expect our marketing to stay relatively constant as a percentage of revenue. However, the Company will continue to evaluate opportunities to incrementally invest in marketing as may be appropriate.

Depreciation expense consists of internally developed software, content and equipment depreciation. We record property and equipment at cost and reflect Consolidated Balance Sheet balances net of accumulated depreciation. We record depreciation expense on a straight-line basis. We depreciate leasehold improvements over the shorter of the respective lives of the leases or the useful lives of the improvements.

Amortization expense consists of the amortization of intangible assets related to acquired customer relationships, trademarks and other intangible assets. The majority of our intangible assets have been fully amortized as of December 31, 2024.amortized. We expect amortization expense to be insignificant in the coming years.

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. In addition, our financial condition and results of operation will continue to be affected by factors that affect internet commerce companies and by general deterioration in macroeconomic factors that could continue to increase the risks of lower consumer spending, other business interruptions, the global and economic uncertainty caused by, among other things, any lingering effects of the Hollywood actors and writers strike and public health crisis,strike, the military conflicts betweenin RussiaUkraine, andSouth UkraineAmerica and in the Middle East, tariffs or trade restrictions imposed by the U.S. and other countries, changes in political climate, and high interest rates, currency fluctuations, high inflation and labor shortages.

Assets and liabilities for subsidiaries with functional currencies other than the U.S. Dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment gains of $66.1 million during the year ended December 31, 2025 and net foreign currency translation adjustment losses of $36.7 million during the year ended December 31, 2024 and net foreign currency translation adjustment gains of $21.9 million during the year ended December 31, 2023.2024.

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange gain (loss) gain – net” in the Consolidated Statements of Operations. For the year ended December 31, 2025, the Company recognized net foreign currency transaction losses of $78.9 million. For the year ended December 31, 2024, the Company recognized net foreign currency transaction gains of $36.1 million. For the year ended December 31, 2023, the Company recognized net foreign currency transaction losses of $23.8 million.

There has been a material change to the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as set forth below.

The following discussion and analysis of the financial condition and results of operations of Getty Images should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The discussion should also be read together with the “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and the “Item 1A. Risk Factors” section and historical audited annual consolidated financial statements of Getty Images Holdings, Inc. as of December 31, 2025 and 2024 and the respective notes thereto, included in our most recently filed Annual Report on Form 10-Kfiled with the Securities and Exchange Commission (“SEC”) on March 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”).

•the loss of and inability to attract and retain key personnelpersonnel, thatwhich could negatively impact our business growth;

•the risk of greater than anticipated tax liabilitiesliabilities, including those from pending or future tax audits;

•other risks and uncertainties identified in Part I, “Item 1A. Risk Factors” of our most2025 recentlyForm filed10-K, AnnualPart II, “Item 1A. Risk Factors” of our Quarterly Report on Form 10-K.10-Q for the quarter ended March 31, 2026 and Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer-no matter their size-around the globe, with over 652662 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.32.1 billion searches annually. The Company has almostover 700,000635,000 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.

Creative is comprised of 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. 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. 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 briefing and art direction to our exclusive contributor community. Creative represents 55.7% and 59.0%57.3% of our revenue, of which 60.6%61.6% and 59.2% is generated through our annual subscription products for the threesix months ended MarchJune 31,30, 2026, and 2025, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API, and Custom Content.

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. We invest in a dedicated editorial team that includes over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 40.5%41.3% and 36.9%37.2% of our revenue, of which 56.0%55.1% and 57.7%54.7% is generated through our annual subscription products for the threesix months ended MarchJune 31,30, 2026, and 2025, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Other represents 3.8%3.0% and 4.1%5.4% of our revenue for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales.

•Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of over $220 million for the trailing twelve months ending MarchJune 31,30, 2026.

A significant portion of the business has transitioned to an annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 57%58% of total revenue for the threesix months ended MarchJune 31,30, 2026, and we continue to focus on growing subscription revenue.

Assets and liabilities for subsidiaries with functional currencies other than the U.S. Dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “OtherAccumulated other comprehensive income (loss)loss,”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment losses of $13.1$19.2 million during the threesix months ended MarchJune 31,30, 2026 and net foreign currency translation adjustment gains of $20.4$68.1 million during the threesix months ended MarchJune 31,30, 2025.

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign exchange gain (loss) – net” in the Condensed Consolidated Statements of Operations. For the threesix months ended MarchJune 31,30, 2026, the Company recognized net unrealized foreign currency transaction gains of $14.8$21.0 million. For the threesix months ended MarchJune 31,30, 2025, the Company recognized net unrealized foreign currency transaction losses of $25.1$79.8 million.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, reported revenue was $226.6$229.1 million as compared to $224.1$234.9 million for the three months ended MarchJune 31,30, 2025. On a reported basis, revenue increaseddecreased by 1.1%2.5% (decreased 2.5%4.1% CN) for the three months ended MarchJune 31,30, 2026. Foreign exchange movements positively impacted reported revenue growth for the yearthree months ended MarchJune 31,30, 2026 by 360160 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Creative revenue decreased on a reported basis 4.5%2.6% (8.0%4.3% CN) to $126.2$127.4 million for the three months ended MarchJune 31,30, 2026, compared to $132.2$130.8 million for the three months ended MarchJune 31,30, 2025. The decrease of $5.9$3.4 million for the three months ended MarchJune 31,30, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $4.7 million), Premium Access subscriptions (decreased $3.7$7.4 million), Premium RF ALC and Ultra Pack offerings (decreased $1.8$2.1 million), Premium Access subscriptions (decreased $1.7 million), and our Getty Images video products (decreased $1.6$1.5 million). These declines were partially offset by increased revenue from Custom Content (increased $5.9$8.9 million). We saw double-digit declines from our Agency customers during the quarter, which are accounted for largely within Creative on an ALC basis. In addition, the revenue allocated from our committed solutions was affected by changes in subscriber download behavior, which influenced the allocation of revenue between Creative and Editorial content. During the current‑year quarter, the MilanoFIFA CortinaWorld Cup 2026 Olympic Games drove higher demand for Editorial content relative to Creative, resulting in an allocation of revenue that favored Editorial. Finally, iStock e‑commerce revenue continued to be impacted by the discontinuation of the free trial customer acquisition program in June 2025, as well as lower traffic levels compared to the prior year period due to the exit of a long-standing affiliate partnership, reductions in underperforming affiliate spend and internal changes that temporarily impacted search engine rankings.

Editorial revenue increased on a reported basis by $9.1$8.1 million, or 11.0%9.2% (7.1%7.6% CN), to $91.7$96.5 million. The increase was driven by Editorial subscriptions (increased $3.7 million), assignments (increased $1.8$6.4 million) and Editorial ALC (increased $3.6$1.7 million). Overall, the growth across these productproducts increases werewas driven primarily by growth in Sport, Archivewith additional contributions from News and Entertainment.Archive. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the current‑year quarter, the MilanoFIFA CortinaWorld Cup 2026 Olympic Games drove higher demand for Editorial content relative to Creative. By contrast, in the prior‑year quarter, the Los Angeles wildfires led to event cancellations and reduced production activity, resulting in a revenue allocation that favored Creative content relative to Editorial.

Other revenue decreased on a reported basis by $0.7$10.5 million, or 7.0%66.7% (8.4%67.2% CN), to $8.6$5.2 million for the three months ended MarchJune 31,30, 2026, compared to $9.3$15.7 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by lower volume and recognition timing related toof data access and/or licensing agreements.agreements, including fewer higher-value agreements recognized during the quarter.

Cost of revenue for the three months ended MarchJune 31,30, 2026 was $66.2$68.3 million (29.2%29.8% of revenue) compared to $60.2$65.6 million (26.9%27.9% of revenue) in the same prior year period. TheAny changechanges in cost of revenue as a percentage of revenue compared to the prior yearperiod wasis due primarily to the timing of costs associated with previously recognized revenue as well as mix by product. 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.

Reported SG&A expense increaseddecreased by $3.9$3.6 million or 4.0%3.4% (0.7%4.7% CN) for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. SG&A fluctuations from the prior year period include the following:

•decrease in marketing spend of $2.1$2.9 million (decrease of 17.5%23.8%) for the three months ended MarchJune 31,30, 2026. For the three months ended MarchJune 31,30, 2026, marketing spend as a percentage of sales decreased to 4.3%4.1% from the three months ended MarchJune 31,30, 2025 ratio of 5.3%.5.2%. This decrease was driven primarily by decreased investment in affiliate marketing due to the exit of a long-standing affiliate partnership and reductions in underperforming affiliate spend.

Depreciation expense was $16.1$15.8 million for the three months ended MarchJune 31,30, 2026, an increase of $1.1$0.3 million or 7.5%1.7% compared to $14.9$15.5 million for the three months ended MarchJune 31,30, 2025. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in theline design,with userprior experience and performance of our websites.year.

For the three months ended MarchJune 31,30, 2026, amortization expense was $0.6$0.1 million,million. whichThe wasdecline from prior year is attributed to several of the Company’s intangible assets becoming fully amortized in line with the priorcurrent period.year.

For the three months ended MarchJune 31,30, 2026, the Company recognized loss on litigation of $5.1$4.3 million compared to $4.3$2.0 million for the three months ended MarchJune 31,30, 2025. The loss on litigation consists of an estimate for damages, the interest on the estimated damages, legal fees, and amortization of fees related to appeal bond. The Company may continue to see these expenses as we navigate through the appeal of the judgment in the Berner/Lapp Actions and NY State Actions. See “Note 11 - Legal Proceedings and Contingencies” for additional discussion.

Other operating expenses - net was $4.9$6.7 million for the three months ended MarchJune 31,30, 2026, compared to $18.4$10.5 million in the three months ended MarchJune 31,30, 2025. The decrease is primarily driven by fewer costs incurred in connection with our proposedrecently Mergerterminated merger with Shutterstock. We expect these costs to continue as we proceed through the regulatory process. Other operating expenses will continue to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as mergers and acquisitions, claims, settlements, and gains/losses on asset disposals.

We recognized interest expense of $54.2$57.3 million and $32.7$36.6 million, respectively, for each of the three month periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025. Our interest expense primarily consists of interest charges on our debt, including debt andrelated revolvingto creditour facility$150.0 million Revolving Credit Facility which remained$120.0 undrawnmillion as of March 31, 2026 (subsequentlywas drawn from in April 2026),2026, as well as the amortization of original issue discount, debt issuance costs and amortization of deferred debt financing fees. The increase relative to the prior year is largely driven by a higher level of outstanding debt combined with an increase in our effective interest rate. See “Note 6 - Debt” for additional discussions on our debt.

We recognized foreign exchange gains, net of $14.8$6.2 million for the three months ended MarchJune 31,30, 2026, compared to net losses of $25.1$54.8 million for the three months ended MarchJune 31,30, 2025. These changes are primarily driven by fluctuations in the EUR related to our 2019 EUR Term Loans and 2025 EUR Term Loans, which resulted in a foreign currency gains of $9.5$3.8 million for the three months ended MarchJune 31,30, 2026 and a foreign currency losses of $18.3$38.8 million for the three months ended MarchJune 31,30, 2025, respectively.