Getty Images GETY Form 10-Q filing Q2 FY2026

Page No.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as ofJune30, 2026 and December 31, 2025 1

Condensed Consolidated Statements of Operations for the Threeand SixMonths EndedJune30, 2026 and 2025 2

Condensed Consolidated Statements of Comprehensive(Loss) Incomefor the Threeand SixMonths EndedJune30, 2026 and 2025 3

Condensed Consolidated Statements of Stockholders’ Equity for the Threeand SixMonths EndedJune 30, 2026 and 2025 4

Condensed Consolidated Statements of Cash Flowsfor theSixMonths EndedJune 30, 2026and 2025 5

Notes to Condensed Consolidated Financial Statements 6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17

Item 3. Quantitative and Qualitative Disclosures About Market Risk 35

Item 4. Controls and Procedures 35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 36

Item 1A. Risk Factors 36

Item 5. Other Information 37

Item 6. Exhibits 38

SIGNATURES 39

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

PART I. FINANCIAL INFORMATION Item 1. Financial Statements

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

See notes to unaudited condensed consolidated financial statements.

GETTY IMAGES HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 - Description of the Company and Basis of Presentation

Description of the Company

Getty Images Holdings, Inc. (the “Company” or “Getty Images”) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of customers around the globe, no matter their size. Through Getty Images, iStock, and Unsplash brands, websites, and APIs, the Company serves customers in almost every country in the world and is one of the first places people turn to discover, purchase, and share powerful visual content from the world’s best photographers and videographers. The Company brings content to media outlets, advertising agencies, and corporations and also serves individual creators and prosumers.

Merger Agreement with Shutterstock

On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock, Inc. (“Shutterstock”) (such transaction referred to herein as the “Merger”).

On May 15, 2026 the U.K. Competition and Markets Authority (the “CMA”) issued a Final Report which concluded that the Merger could proceed if Shutterstock’s entire editorial business was divested to one or more CMA approved purchasers.

On June 30, 2026, the Board of Directors of Getty Images unanimously resolved (a) not to proceed with the process to sell Shutterstock’s editorial business under the supervision of the CMA, which was a condition to the CMA’s required clearance of the transactions that Getty Images was not required to accept under the terms of the Merger Agreement and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026. On July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement pursuant to the terms thereof, effective upon delivery of such notice.

The Company expensed $6.0 million and $9.2 million of legal, accounting, and other direct costs related to this terminated Merger during the three and six months ended June 30, 2026, respectively, and $10.3 million and $28.3 million in the three and six months ended June 30, 2025, respectively. These costs are included in “Other operating expenses - net” in the Condensed Consolidated Statements of Operations.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Getty Images and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the 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”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any future period or the entire year.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern, management is required to evaluate whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to meet its obligations as they become due within one year after the date these unaudited condensed consolidated financial statements are issued.

As of June 30, 2026, the Company had cash and cash equivalents of approximately $51.6 million, with $30.0 million available under its $150.0 million revolving credit facility maturing on May 4, 2028 (the “Revolving Credit Facility”). In July 2026, the Company drew the remaining $30.0 million available under the Revolving Credit Facility.

The Company’s liquidity position has been adversely affected by:

• ongoing Warrant Litigation, with the Company paying $110.9 million in judgment and associated interest in the second quarter of 2026 and carrying a remaining litigation reserve of approximately $99.5 million as of June 30, 2026. See “Note 11 - Legal Proceedings and Contingencies.”;
• significant costs incurred in relation to the recently terminated Merger (which was terminated by the Company on July 7, 2026), with the Company incurring approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026; and
• high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, with the Company incurring approximately $30.1 million of interest expense, net of interest earned on the escrowed funds through June 30, 2026, along with $13.5 million in associated financing fees.

Management has concluded that the magnitude and timing of the current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures described above, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date these unaudited condensed consolidated financial statements are issued.

Management is actively assessing plans intended to improve the Company’s liquidity position and has engaged Guggenheim Securities, LLC to serve as financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives. However, these plans are uncertain and dependent on future events and circumstances that are outside the Company’s control, including the timing and ultimate resolution of pending Warrant Litigation and the availability of financing or other strategic alternatives on acceptable terms or at all. Accordingly, management cannot conclude that it is probable that such plans will be effectively implemented and will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

Note 2 - Summary of Significant Accounting Policies

Cash, Cash Equivalents and Restricted Cash

The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2026 and December 31, 2025 (in thousands):

In connection with the issuance of the 10.500% Senior Secured Notes, the Company deposited the gross proceeds into an escrow account. These amounts were restricted and could be released only upon satisfaction of specified conditions. Following the termination of the Merger Agreement, the 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the terms of the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow.

The Company also maintains smaller amounts of restricted cash as collateral for certain corporate obligations.

There have been no changes to the significant accounting policies described in the 2025 Form 10-K that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption.

Note 3 - Revenue

Revenue is derived from licensing rights to use images, video footage, music delivered digitally online and data. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer either pays for a predetermined quantity of content or for access to the Company’s content library that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Also, a significant portion of revenue is generated through the sale and subsequent use of credits. Various amounts of credits are required to license digital content. The Company also generates revenue by providing customers with access to its data and content for machine learning and generative artificial intelligence model training uses.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. To achieve that core principle, the Company applies the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when a performance obligation is satisfied.

For digital content licenses, the Company recognizes revenue on its capped subscription-based, credit-based sales, single image and data access and/or licenses when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for capped subscription-based and credit-based products and recognizes the revenue associated with the unused licenses throughout the subscription or credit period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products.

For uncapped digital content subscriptions, the Company has determined that access to the existing content library and future digital content updates represent two separate performance obligations. As such, a portion of the total contract consideration related to access to the existing content library is recognized as revenue at the commencement of the contract when control of the content library is transferred. The remaining contractual consideration is recognized as revenue ratably

over the term of the contract when updated digital content is transferred to the licensee, in line with when the control of the new content is transferred.

Revenue associated with hosted software services is recognized ratably over the term of the license.

Disaggregation of Revenue

The following provides information about disaggregated revenue by major product line, primary geographic market, and timing of revenue recognition.

Revenue by major product:

Revenue by region:

The June 30, 2026 deferred revenue balance will be earned as content is downloaded, services are provided, or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months.

During the six months ended June 30, 2026, the Company recognized revenue of $124.7 million that had been included in deferred revenue as of January 1, 2026.

Note 4 - Fair Value of Financial Instruments

The Company’s financial instruments consist of cash equivalents and debt. Assets and liabilities measured at fair value on a recurring basis (cash equivalents) and a nonrecurring basis (debts) are categorized in the tables below.

The following table summarizes the Company’s financial instruments by level in the fair value hierarchy as of June 30, 2026:

The following table summarizes the Company’s financial instruments by level in the fair value hierarchy as of December 31, 2025:

The fair value of the Company’s money market funds is based on quoted active market prices and is determined using the market approach. The fair value of the Company’s Term Loans, Senior Secured Notes and Senior Unsecured Notes are based on market quotes provided by a third-party pricing source. Borrowings under the Company’s Revolving Credit Facility approximate fair value based on their nature, terms, and variable interest rates.

The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value.

Note 5 - Other Assets and Liabilities

The following table summarizes the Company’s other long-term assets:

The following table summarizes the Company’s accrued expenses:

Note 6 - Debt

Debt included the following:

1 The table above converted the 2025 EUR Term Loans to USD using currency exchange rates as of those dates.

The Company’s debt consists of various Term Loans, Senior Secured Notes, Senior Unsecured Notes and a Revolving Credit Facility. During 2025, the Company refinanced its outstanding Term Loans by incurring new 2025 Term Loans, which were used to repay the 2019 Term Loans and extend maturities.

The Company completed a permitted exchange of a portion of the 2025 USD Term Loans for 11.250%, Senior Secured Notes due 2030, issued 2025 Senior Unsecured Notes, and, in connection with financing for the recently terminated merger with Shutterstock, issued 10.500% Senior Secured Notes. In relation to these prior year refinancing activities, the Company expensed $2.8 million and $6.0 million during the three and six months ended June 30, 2025 in third-party costs that did not qualify as debt issuance costs as “Other non-operating income (expense) – net”, respectively. No comparable costs were recorded during the three months and six months ended June 30, 2026.

Additionally, the Company recorded a $5.5 million of “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025. No comparable losses were recorded during the three months ended June 30, 2025 or the three and six months ended June 30, 2026.

The Company maintains a $150.0 million Revolving Credit Facility maturing on May 4, 2028. On April 22, 2026, the Company drew $120.0 million from the Revolving Credit Facility, with proceeds used in part to pay the Initial Warrant Litigation judgment and associated interest. See “Note 11 - Legal Proceedings and Contingencies.” The Company drew the remaining $30.0 million from the Revolving Credit Facility in July 2026.

Following termination of the Merger Agreement, Getty Images, Inc.’s 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow.

The Company was in compliance with all covenants as of June 30, 2026.

Note 7 - Equity-based Compensation

Equity Incentive Plans

Under the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (“2022 Plan”), the Company grants restricted stock units, performance stock units and stock options. The Company granted 17,821,815 awards under the 2022 Plan during the six months ended June 30, 2026. Under the 2022 Plan, up to 51,104,577 shares of Class A common stock are reserved for issuance, of which 3,916,177 were available to be issued as of June 30, 2026.

As of June 30, 2026, total unrecognized compensation cost was approximately $21.0 million, which is expected to be recognized over a weighted-average period of 2.1 years.

The Company maintains the Getty Images Holdings, Inc. Earn Out Plan; however, there were no awards granted or outstanding under the plan during the periods presented.

Stock Option Exchange

In March 2026, the Company completed a voluntary stock option exchange under which 19.3 million options were cancelled and 4.2 million replacement options were granted. The exchange was structured as a value-for-value exchange, and the replacement awards retained the vesting terms of the surrendered options.

The exchange did not result in incremental stock-based compensation expense and the Company continues to recognize the remaining unamortized compensation cost over the remaining requisite service periods.

Equity-based compensation expense is recorded in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, net of estimated forfeitures. The Company recognized equity-based compensation - net of estimated forfeitures of $3.3 million and $6.8 million for the three and six months ended June 30, 2026, respectively, and $4.3 million and $9.2 million for the three and six months ended June 30, 2025, respectively. The Company capitalized $0.3 million and $0.5 million of equity-based compensation expense incurred in connection with the development internal-use software during the three and six months ended June 30, 2026, respectively, and $0.5 million and $0.9 million during the three and six months ended June 30, 2025, respectively.

Note 8 - Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities.

In periods where the Company recognizes a net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since the effect of potentially dilutive securities is anti-dilutive.

In periods where the Company recognizes net income, diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive. The potentially dilutive effect of options is computed using the treasury stock method. Securities that potentially have an anti-dilutive effect are excluded from the diluted earnings per share calculation.

The following table sets forth the computation of basic and diluted loss per share of Class A common stock (amounts in thousands, except share and per share amounts):

As the Company had a net loss for the three and six months ended June 30, 2026 the diluted net loss per share does not include 29.9 million shares of Class A common stock in equity-based compensation awards as their effect would have been anti-dilutive.

Note 9 - Income Taxes

The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate as prescribed under ASC 740 “Income Taxes” (“ASC 740”). Any changes to the estimated annual effective tax rate are recorded in the interim period in which the changes occur.

The estimated annual effective tax rate is subject to significant volatility due to several factors, including changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations.

The Company recorded an income tax expense of $73.4 million and an income tax benefit of $23.3 million for the three months ended June 30, 2026 and 2025, respectively, and income tax expense of $76.0 million and $41.3 million for the six months ended June 30, 2026 and 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to a change in valuation allowance, pre-tax loss and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, and non-deductible interest expense. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

Note 10- Segment Information

Certain financial information for the Company’s segment, including significant expenses and other segment expense items are listed below:

1 The significant segment expense items are expense information that is regularly provided to the CODM.

2 Total Selling, general and administrative expenses, excluding Marketing costs and Equity compensation expenses.

3 Includes Depreciation, Amortization, Other operating expense (income) - net, Loss on litigation, Recovery of loss on litigation, and Equity compensation expenses.

4 Other segment non-operating income (expense) includes Foreign exchange gain (loss) – net, Loss on extinguishment of debt, and Other non-operating income (expense) – net

The Company does not have intra-entity sales or transfers. Asset information on a segment basis is not different than that presented in the Condensed Consolidated Balance Sheets.

Note 11 - Legal Proceedings and Contingencies

Warrant Litigation

The Company previously issued 20,700,000 public warrants, which were governed by Warrant Agreements, dated August 4, 2020 (the “Warrant Agreement”) and redeemed by the Company in October 2022. Numerous lawsuits have been commenced against the Company alleging breach of the Warrant Agreement.

On October 27, 2023, the United States District Court for the Southern District of New York (the “Court”) issued a decision in the actions brought by Alta Partners, LLC (“Alta”) and the CRCM Institutional Master Fund (BVI), LTD (“CRCM” and together with Alta, the “Plaintiffs”) captioned: 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. Getty Images Holdings, Inc., Case No. 1:23-cv-01074 (filed February 8, 2023) (together, the “Initial Warrant Litigation”) on cross-motions for summary judgment and entered judgment in favor of Plaintiffs on their breach of contract claims and awarded damages in the amount of $36.9 million for Alta with respect to 2,066,371 public warrants and $51.0 million for CRCM with respect to 3,010,764 public warrants, plus, in each case, pre-judgment interest of 9% per annum.

In an Opinion issued on January 15, 2026, the United States Court of Appeals for the Second Circuit affirmed the Court’s opinion and on April 16, 2026, the Second Circuit denied the Company’s petition for rehearing. The Company had accrued for this loss on litigation and, on April 23, 2026, the Company paid $110.9 million in judgment and associated interest related to this matter.

The Company has been named as a defendant in two additional suits in the United States District Court for the Southern District of New York, Daniel Berner v. 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”). On January 27, 2025, the Court issued a bottom-line order in the Berner/Lapp Actions granting summary judgment 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.” On August 7, 2025, the Court issued its opinion granting summary judgment to the plaintiffs Berner and Lapp and calculating damages, including pre-judgment interest at $7.8 million. The Company has appealed the opinion and judgment.

Twelve additional suits 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. Getty Images Holdings, Inc., Index No. 653528/2024 (filed July 12, 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. 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. 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. Getty Images Holdings, Inc., Index No. 650402/2025 (filed January 21, 2025). These actions have since been consolidated under the caption Funicular Funds LP v. Getty Images Holdings, Inc., Index No. 653410/2024 (the “NY State Actions”). On June 9, 2026, following oral argument, the court issued a decision and order granting plaintiffs’ motion for summary judgment as to the warrants for which plaintiffs had provided authorization letters and conditionally granting summary judgment as to certain remaining warrants, subject to plaintiffs providing such authorizations. On July 27, 2026, the Court directed the Clerk to enter judgment against the Company in favor of Plaintiffs in amounts totaling $67.8 million, with 9% pre-judgment interest from August 22, 2022, until judgment is entered. The Company has appealed the court’s decision.

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. The Company intends to defend itself vigorously in the Berner/Lapp Actions and the NY State Actions 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.

The Company has recorded a loss on litigation relating collectively to the Initial Warrant Litigation, Berner/Lapp Actions and NY State Actions based on the criteria under ASC 450 - Contingencies (“ASC 450”) and as of June 30, 2026 held a related litigation reserve of $99.5 million with a remaining insurance recovery receivable related thereto of approximately $2.2 million in the Condensed Consolidated Balance Sheet. 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, other than those in respect of which the Company has made litigation reserves as described above, is probable. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company 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, the Company’s financial condition, results of operations and cash flows could be materially affected. 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.

Stability AI Lawsuits

Getty Images (US), Inc. is a plaintiff in a lawsuit filed on August 14, 2025 in the United States District Court for the Northern District of California against Stability AI, Inc., Stability AI, Ltd. and Stability AI US Services Corp. The case arises out of Stability AI’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. 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. The parties are engaged in fact discovery.

Arising out of similar alleged facts, Getty Images (US), Inc., Getty Images International U.C., Getty Images (UK) Limited, Getty Images Devco UK Limited and iStockphoto LP were Claimants in proceedings issued in the High Court of England & Wales against Stability AI Limited on January 16, 2023, which, asserted claims for copyright infringement, infringement of database rights, trademark infringement and passing off seeks, amongst other things, monetary damages, injunctive relief and legal costs.

In December 2025, the High Court held a hearing, during which the Court granted Claimants an injunction, assessed an interim costs award to Stability AI for the matters on which Claimants did not prevail or dropped at trial, granted Getty Images’ request to appeal the decision on secondary infringement and denied Stability AI’s request to appeal the trademark decision. The Claimants have filed an appeal, which Stability AI has challenged. Stability AI sought permission from the Court of Appeal to hear an appeal on the trademark decision, which the Court of Appeal denied. The appeal of the decision on secondary infringement is expected to be held in November 2026.

Tax Examinations and 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. 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. 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 appeal and vigorously contest these assessments.

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 $19.6 million. Such required payment is not an admission that the Company believes it is subject to such taxes. 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 $28.6 million.

Note 12 - Subsequent Events

Termination of Shutterstock Merger Agreement

As noted in Note 1 - Description of the Company and Basis of Presentation, on July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement, effective upon delivery.

Following termination of the Merger Agreement, Getty Images, Inc.’s 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow.

Engagement of Strategic Advisor

In July 2026, the Company engaged Guggenheim Securities, LLC to act as a financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives.

Revolving Credit Facility

As of June 30, 2026, the Company had $30.0 million available under its $150.0 million Revolving Credit Facility. In July 2026, the Company drew the remaining $30.0 million available under the Revolving Credit Facility.

Warrant Litigation

On July 27, 2026, the Court directed the Clerk to enter judgment against the Company in favor of Plaintiffs in amounts totaling $67.8 million, with 9% pre-judgment interest from August 22, 2022, until judgment is entered. See Note 11 - Legal Proceedings and Contingencies.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “Getty Images,” “we,” “us,” “our” and other similar terms refer to Getty Images Holdings, Inc. and its subsidiaries.

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”).

We qualify as a “smaller reporting company” because the market value of our shares of Class A common stock held by non-affiliates was less than $250 million as of the end of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Recent Developments

Termination of Shutterstock Merger Agreement

As noted in Note 1 - Description of the Company and Basis of Presentation, on July 7, 2026, Getty Images delivered a written notice to Shutterstock terminating the Merger Agreement, effective upon delivery.

Redemption of 10.5000% Senior Secured Notes.

Following termination of the Merger Agreement, Getty Images, Inc.’s 10.500% Senior Secured Notes were redeemed in accordance with a special mandatory redemption pursuant to the 10.500% Senior Secured Notes indenture dated as of October 21, 2025, with the redemption funded by amounts released from escrow. See “Note 6 - Debt”.

Engagement of Strategic Advisor

In July 2026, the Company engaged Guggenheim Securities, LLC to act as a financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives.

Revolving Credit Facility

As of June 30, 2026, the Company had $30.0 million available under its $150.0 million Revolving Credit Facility. In July 2026, the Company drew the remaining $30.0 million available under the facility. See “Note 6 - Debt”.

Warrant Litigation

On July 27, 2026, the Court directed the Clerk to enter judgment against the Company in favor of Plaintiffs in amounts totaling $67.8 million, with 9% pre-judgment interest from August 22, 2022, until judgment is entered. See Note 11 - Legal Proceedings and Contingencies.

Business Overview

Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide. The Company is one of the largest and most respected providers of stock imagery and multimedia content.

For over 31 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. 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.

We offer comprehensive content solutions, including a la carte (“ALC”) and subscription access to our pre- shot content and coverage, generative AI-services, custom content and coverage solutions, digital asset management tools, data insights, research, and print offerings.

Through our content and coverage, Getty Images moves the world-whether the goal is commercial or philanthropic, revenue-generating or society-changing, market-disrupting or headline-driving. Through our staff, our exclusive contributors and partners, and our expertise, data, and research, Getty Images’ content grabs attention, sheds light, represents communities, and reminds us of our history.

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 662 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 2.1 billion searches annually. The Company has over 635,000 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 over 115 staff photographers and videographers, and distributes the content of over 600,000 contributors and more than 360 premium content partners. Over 84,000 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.

We distribute content and services offerings through three primary product lines:

Creative

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 57.3% of our revenue, of which 61.6% and 59.2% is generated through our annual subscription products for the six months ended June 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

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 41.3% and 37.2% of our revenue, of which 55.1% and 54.7% is generated through our annual subscription products for the six months ended June 30, 2026, and 2025, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

Other

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

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. 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. This site primarily serves small and medium-sized businesses, including the growing freelance

market. Customers can purchase on an ALC basis or through a range of monthly and annual subscription options with access to an extensive amount of unique and exclusive content.

Unsplash

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 101 million image downloads every month.

In addition to our websites, customers and partners can access and integrate our content, metadata and search capabilities via our APIs and through a range of mobile apps and plugins.

We are a critical intermediary between content suppliers and a broad set of customers. We compete against a broad range of stock licensing marketplaces, editorial news agencies, creative agencies, production companies, staff and freelance photographers and videographers, photo and video archives, freelance marketplaces and amateur content creators, creative tools and services and free sources. Getty Images’ unique offering and approach offers a strong value proposition to our customers and content contributors.

For customers:

• We offer a comprehensive suite of high quality, authentic content, purchase and licensing options and services to meet the needs of our customers, regardless of project requirements, needs or budgets.
• Our content sourcing and production, rights oversight, websites and content distribution are all supported by a unique, scalable cloud-based unified platform with powerful artificial intelligence/machine learning and data addressing all customers at scale.
• Customers have access to Generative AI by Getty Images and iStock which is designed to be a commercially-safe and responsible solution designed to help embrace AI, elevate creativity, and ideate or iterate on concepts and compositions.
• Customers can avoid the costly investment and environmental impact of producing content on their own. This can include costs incurred from staffing, travel and access, model and location, hardware and production, and editing.
• Customers do not have to wait for content to be produced and distributed and can avoid the difficulties and pitfalls of searching across the internet to locate and negotiate for rights to license or use specific content. Our best-in-class, scaled infrastructure offers customers a one-stop shop for instant content access and maneuverability.
• Customers licensing from Getty Images and iStock receive trusted copyright claim protections, model and property releases and the ability to secure the necessary clearances for their intended use of the content.

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 over $220 million for the trailing twelve months ending June 30, 2026.
• 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. We work closely with leading organizations to augment our proprietary research and understanding of communities and cultures to provide content with authentic depiction. We convey this research to our exclusive contributors via actionable insights allowing them to invest in and create content that accurately caters to changing consumer demand and up to date market trends.
• Not only do we provide exclusive contributors with scaled access to end markets and proprietary information, but we also provide premium royalty rates. This allows our exclusive contributors and partners to confidently invest more into their productions with the potential to generate higher returns.
• Partnering with Getty Images allows contributors to focus on content creation and avoid time and financial investment in the marketing, sales, distribution and management of their content.
• Our Generative AI by Getty Images and iStock products compensates our world-class content creators for the use of their work in our AI models, allowing them to continue to create more high-quality pre-shot imagery.

Macroeconomic Conditions

The broader implications of the macroeconomic environment, including uncertainty around international armed conflicts in Ukraine, South America, and the Middle East, geopolitical tensions, lingering supply chain shortages, tariffs, inflationary and interest rate pressures, and other related global economic conditions, remain unknown. A deterioration in macroeconomic conditions could continue to increase the risk of lower consumer spending, foreign currency exchange fluctuations, or other business interruptions, which may adversely impact our business and financial results.

Components of Operating Results

Revenue

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 an 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. Additionally, we have Generative AI by Getty Images and Generative AI by iStock, which are our generative AI text to image and image to image tools that were trained on Getty Images’ world‑class creative content and designed for commercial use. Customers that download visuals through the tool will receive the standard RF 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 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 an annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 58% of total revenue for the six months ended June 30, 2026, 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).

Cost of revenue (exclusive of depreciation and amortization)

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 are compensated for any inclusion of their content in AI data training sets and 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-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 our third-party music content provider.

Going forward, we expect the cost of revenue to trend in line with overall 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

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 decrease in absolute dollars and decline as a percentage of revenue in the near term due to our continued focus on operational efficiency and disciplined expense management. Similarly, we expect marketing expense to decrease both in absolute dollars and as a percentage of revenue, while maintaining the flexibility to make selective investments in marketing opportunities that we believe will support long-term growth.

Depreciation

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.

We expect depreciation expense to remain stable as we continue to innovate and invest in the design, user experience and performance of our websites.

Amortization

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. 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. The weakening or strengthening of our reporting 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.

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, the military conflicts in Ukraine, South America 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.

Impact of Currency Fluctuations

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 “Accumulated other comprehensive loss,” as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment losses of $19.2 million during the six months ended June 30, 2026 and net foreign currency translation adjustment gains of $68.1 million during the six months ended June 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 six months ended June 30, 2026, the Company recognized net unrealized foreign currency transaction gains of $21.0 million. For the six months ended June 30, 2025, the Company recognized net unrealized foreign currency transaction losses of $79.8 million.

Results of Operations

The following table sets forth our operating results for the periods indicated.

NM - Not meaningful

Comparison of the Three Months Ended June 30, 2026 and 2025

Revenue by product

For the three months ended June 30, 2026, reported revenue was $229.1 million as compared to $234.9 million for the three months ended June 30, 2025. On a reported basis, revenue decreased by 2.5% (decreased 4.1% CN) for the three months ended June 30, 2026. Foreign exchange movements positively impacted reported revenue growth for the three months ended June 30, 2026 by 160 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Creative revenue decreased on a reported basis 2.6% (4.3% CN) to $127.4 million for the three months ended June 30, 2026, compared to $130.8 million for the three months ended June 30, 2025. The decrease of $3.4 million for the three months ended June 30, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $7.4 million), Premium RF ALC and Ultra Pack offerings (decreased $2.1 million), Premium Access subscriptions (decreased $1.7 million), and our Getty Images video products (decreased $1.5 million). These declines were partially offset by increased revenue from Custom Content (increased $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 FIFA World Cup 2026 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 $8.1 million, or 9.2% (7.6% CN), to $96.5 million. The increase was driven by Editorial subscriptions (increased $6.4 million) and Editorial ALC (increased $1.7 million). Overall, the growth across these products was driven primarily by Sport, with additional contributions from News and 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 FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative.

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

Revenue Recognition

The timing of our revenue recognition can be influenced by several factors, including the nature of the contract with the customer, and the Company’s estimates regarding unused content and customer download patterns and whether we have met our obligation to our customer. These factors can lead to variability in the timing and amount of revenue recognized in a given period.

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue for the three months ended June 30, 2026 was $68.3 million (29.8% of revenue) compared to $65.6 million (27.9% of revenue) in the same prior year period. Any changes in cost of revenue as a percentage of revenue compared to prior period is due primarily to revenue 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.

Selling, general, and administrative expense

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

• decrease in marketing spend of $2.9 million (decrease of 23.8%) for the three months ended June 30, 2026. For the three months ended June 30, 2026, marketing spend as a percentage of sales decreased to 4.1% from the three months ended June 30, 2025 ratio of 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.
• decrease of $2.6 million related to professional fees for the three months ended June 30, 2026, primarily related to a reduction in legal fees incurred for our ongoing AI litigation cases; partially offset by higher audit related fees as the Company accelerated its SOX Section 404(b) compliance efforts. This acceleration was undertaken in anticipation of potential SOX Section 404(b) compliance requirements associated with the recently terminated Merger; however, management currently does not believe the Company will become subject to the Section 404(b) auditor attestation requirement for 2026.
• increase of $1.1 million in bad debt expense and $0.5 million in staff costs for the three months ended June 30, 2026.

Depreciation expense

Depreciation expense was $15.8 million for the three months ended June 30, 2026, an increase of $0.3 million or 1.7% compared to $15.5 million for the three months ended June 30, 2025. The increase is in line with prior year.

Amortization expense

For the three months ended June 30, 2026, amortization expense was $0.1 million. The decline from prior year is attributed to several of the Company’s intangible assets becoming fully amortized in the current year.

Loss on litigation

For the three months ended June 30, 2026, the Company recognized loss on litigation of $4.3 million compared to $2.0 million for the three months ended June 30, 2025. The loss on litigation consists of 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

Other operating expenses - net was $6.7 million for the three months ended June 30, 2026, compared to $10.5 million in the three months ended June 30, 2025. The decrease is primarily driven by fewer costs incurred in connection with our recently terminated merger with Shutterstock. 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.

Interest expense

We recognized interest expense of $57.3 million and $36.6 million, respectively, for each of the three month periods ended June 30, 2026 and June 30, 2025. Our interest expense primarily consists of interest charges on our debt, including debt related to our $150.0 million Revolving Credit Facility which $120.0 million was drawn from in April 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.

Foreign exchange gain (loss) – net

We recognized foreign exchange gains, net of $6.2 million for the three months ended June 30, 2026, compared to net losses of $54.8 million for the three months ended June 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 foreign currency gains of $3.8 million for the three months ended June 30, 2026 and foreign currency losses of $38.8 million for the three months ended June 30, 2025, respectively.

We expect continued volatility in foreign exchange gains and losses each period based on fluctuations in exchange rates impacting our foreign currency exposures.

Other non-operating income (expense) – net

We recognized other non-operating income, net of $6.4 million for the three months ended June 30, 2026 compared to other non-operating expense, net of $1.9 million for the three months ended June 30, 2025. The change of $8.3 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes were held.

Income taxes

The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations.

The Company recorded an income tax expense of $73.4 million and an income tax benefit of $23.3 million for the three months ended June 30, 2026 and June 30, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to a change in valuation allowance, pre-tax loss, and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, and non-deductible interest expense. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

Comparison of the Six Months Ended June 30, 2026 and 2025

Revenue by product

For the six months ended June 30, 2026, reported revenue was $455.7 million as compared to $459.0 million for the six months ended June 30, 2025. On a reported basis, revenue decreased by 0.7% (decreased 3.3% CN) for the six months ended June 30, 2026. Foreign exchange movements positively impacted reported revenue growth for the six months ended June 30, 2026 by 260 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

Creative revenue decreased on a reported basis by 3.6% (6.2% CN) to $253.6 million for the six months ended June 30, 2026, compared to $263.0 million for the six months ended June 30, 2025. The decrease of $9.4 million for the six months ended June 30, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $12.1 million), Premium Access subscriptions (decreased $5.4 million), Premium RF ALC and Ultra Pack offerings (decreased $3.9 million), and our Getty Images video products (decreased $3.1 million). These declines were partially offset by increased revenue from Custom Content (increased $14.7 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 six months ended June 30, 2026, the Milano Cortina 2026 Olympic Games and FIFA World Cup 2026 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 $17.2 million, or 10.1% (7.3% CN), to $188.2 million. The increase was driven by Editorial subscriptions (increased $10.1 million), assignments (increased $1.8 million) and Editorial ALC (increased $5.3 million). Overall, the growth across these products was driven primarily by Sport, with additional contributions from News, Archive, and Entertainment. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the six months ended June 30, 2026, the Milano Cortina 2026 Olympic Games and FIFA World Cup 2026 drove higher demand for Editorial content relative to Creative.

Other revenue decreased on a reported basis by $11.1 million, or 44.5% (45.4% CN), to $13.9 million for the six months ended June 30, 2026, compared to $25.0 million for the six months ended June 30, 2025. The decrease was primarily driven by lower volume and recognition timing of data access and/or licensing agreements, including fewer higher-value agreements recognized during the period.

Revenue Recognition

The timing of our revenue recognition can be influenced by several factors, including the nature of the contract with the customer, and the Company’s estimates regarding unused content and customer download patterns and whether we have met our obligation to our customer. These factors can lead to variability in the timing and amount of revenue recognized in a given period.

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue for the six months ended June 30, 2026 was $134.5 million (29.5% of revenue) compared to $125.8 million (27.4% of revenue) in the same prior year period. The change in cost of revenue as a percentage of revenue compared to the prior year was 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.

Selling, general, and administrative expense

Reported SG&A expense increased by $0.4 million or 0.2% (decreased 2.0% CN) for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. SG&A fluctuations from the prior year period include the following:

• decrease in marketing spend of $5.0 million (decrease of 20.7%) for the six months ended June 30, 2026. For the six months ended June 30, 2026, marketing spend as a percentage of sales decreased to 4.2% from the six months ended June 30, 2025 ratio of 5.3%. 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.
• decrease of $2.2 million related to professional fees for the six months ended June 30, 2026, primarily related to a reduction in legal fees incurred for our ongoing AI litigation cases; partially offset by higher audit related fees as the Company accelerated its SOX Section 404(b) compliance efforts. This acceleration was undertaken in anticipation of potential SOX Section 404(b) compliance requirements associated with the recently terminated Merger; however, management currently does not believe the Company will become subject to the Section 404(b) auditor attestation requirement for 2026.
• increase of $3.8 million related to staff costs for the six months ended June 30, 2026. The increase was primarily driven by increases in salaries, benefits, and temporary labor, which were partially offset by a decline in equity‑based compensation.
• increase of $1.6 million in bad debt expense and $1.4 million in computer expense for the six months ended June 30, 2026.

Depreciation expense

Depreciation expense was $31.9 million for the six months ended June 30, 2026, an increase of $1.4 million or 4.6% compared to $30.5 million for the six months ended June 30, 2025. The increase is in line with prior year.

Amortization expense

For the six months ended June 30, 2026, amortization expense was $0.7 million. The decline from prior year is attributed to several of the Company’s intangible assets becoming fully amortized in the current year.

Loss on litigation

For the six months ended June 30, 2026, the Company recognized loss on litigation of $9.4 million compared to $6.4 million for the six months ended June 30, 2025. The loss on litigation consists of 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

Other operating expenses - net was $11.6 million for the six months ended June 30, 2026, compared to $28.9 million in the six months ended June 30, 2025. The decrease is primarily driven by fewer costs incurred in connection with our recently terminated merger with Shutterstock. 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.

Interest expense

We recognized interest expense of $111.5 million and $69.2 million, respectively, for each of the six month periods ended June 30, 2026 and June 30, 2025. Our interest expense primarily consists of interest charges on our debt, including debt related to our $150.0 million Revolving Credit Facility which $120.0 million was drawn from in April 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.

Foreign exchange gain (loss) – net

We recognized foreign exchange gains, net of $21.0 million for the six months ended June 30, 2026, compared to net losses of $79.8 million for the six months ended June 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 foreign currency gains of $13.3 million for the six months ended June 30, 2026 and foreign currency losses of $57.1 million for the six months ended June 30, 2025, respectively.

We expect continued volatility in foreign exchange gains and losses each period based on fluctuations in exchange rates impacting our foreign currency exposures.

Loss on extinguishment of debt

We recognized loss on extinguishment of debt of $5.5 million for the six months ended June 30, 2025 from the extinguishment of our 2019 Term Loans. No such loss was recognized for the six months ended June 30, 2026. See “Note 6 - Debt” for additional discussion on the refinancing of our 2019 Term Loans.

Other non-operating income (expense) – net

We recognized other non-operating income, net of $12.4 million for the six months ended June 30, 2026 compared to other non-operating expense, net of $4.0 million for the six months ended June 30, 2025. The change of $16.4 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes were held. There were also costs related to the debt refinancing that were included in the six months ended June 30, 2025 with no related costs in the six months ended June 30, 2026.

Income taxes

The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations.

The Company recorded an income tax expense of $76.0 million and $41.3 million for the six months ended June 30, 2026 and June 30, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to a change in valuation allowance, pre-tax loss, and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, and non-deductible interest expense. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

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. As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $51.6 million and $90.2 million, respectively, and the remaining availability under our Revolving Credit Facility, which was $30.0 million as of June 30, 2026. The remaining $30.0 million was drawn from the Revolving Credit Facility in July 2026.

Our principal liquidity needs include debt service, settlement of warrant litigation and capital expenditures, as well as those required to support working capital, internal growth, strategic acquisitions, mergers, and investments.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern, management is required to evaluate whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to meet its obligations as they become due within one year after the date these unaudited condensed consolidated financial statements are issued.

As of June 30, 2026, the Company had cash and cash equivalents of approximately $51.6 million, with $30.0 million available under its $150.0 million revolving credit facility maturing on May 4, 2028 (the “Revolving Credit Facility”). In July 2026, the Company drew the remaining $30.0 million available under the Revolving Credit Facility.

The Company’s liquidity position has been adversely affected by:

• ongoing Warrant Litigation, with the Company paying $110.9 million in judgment and associated interest in the second quarter of 2026 and carrying a remaining litigation reserve of approximately $99.5 million as of June 30, 2026. See “Note 11 - Legal Proceedings and Contingencies.”;
• significant costs incurred in relation to the recently terminated Merger (which was terminated by the Company on July 7, 2026), with the Company incurring approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026; and
• high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, with the Company incurring approximately $30.1 million of interest expense, net of interest earned on the escrowed funds through June 30, 2026, along with $13.5 million in associated financing fees.

Management has concluded that the magnitude and timing of the current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures described above, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date these unaudited condensed consolidated financial statements are issued.

Management is actively assessing plans intended to improve the Company’s liquidity position and has engaged Guggenheim Securities, LLC to serve as financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives. However, these plans are uncertain and dependent on future events and circumstances that are outside the Company’s control, including the timing and ultimate resolution of pending Warrant Litigation and the availability of financing or other strategic alternatives on acceptable terms or at all. Accordingly, management cannot conclude that it is probable that such plans will be effectively implemented and will mitigate the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

Tax Examinations and 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. 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. 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 appeal and vigorously contest these assessments.

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 $19.6 million. Such required payment is not an admission that the Company believes it is subject to such taxes. 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 $28.6 million.

Our cash flows are as follows:

Operating Activities

Cash (used in) provided by operating activities is primarily comprised of net income (loss), as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity-based compensation and deferred income taxes.

For the six months ended June 30, 2026 cash used in operating activities was $68.7 million, as compared to cash provided by operating activities of $21.9 million for the six months ended June 30, 2025. The decrease in cash provided by operating activities was primarily driven by the payment of $110.9 million in judgment and associated interest related to the Initial Warrant litigation as well as an increase in interest payments of $51.0 million. In addition, cash provided by operating activities was impacted positively by $32.7 million in insurance recovery payments related to the Warrant Litigation and a decrease in merger-related costs paid of $10.7 million which were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. Lastly, the other significant contributing factor included changes in working capital, including increased cash flows from the change in timing of collections of accounts receivable.

Investing Activities

The changes in cash flows from investing activities relate to purchases of property and equipment primarily related to internal software development as part of our ongoing efforts to innovate in the design, user experience, and performance of our websites. For the six months ended June 30, 2026 and 2025, cash used in investing activities was $29.9 million and $31.8 million, respectively.

Financing Activities

For the six months ended June 30, 2026, cash provided by financing activities was $77.2 million, compared to cash used in financing activities of $21.3 million for six months ended June 30, 2025. Financing activities for the six months ended June 30, 2026, primarily included $120.00 million in proceeds from our Revolving Credit Facility, net of $42.9 million in principal payments on our 2025 Senior Unsecured Notes and 2025 EUR Term Loans and payment of debt issuance costs.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to evaluating the Company’s performance on a GAAP basis, we use the below key performance indicators (“KPIs”) and financial measures that are not calculated according to generally accepted accounting principles (“GAAP”). We believe the non-GAAP measures of Currency Neutral (“CN”) revenue growth (expressed as a percentage) and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), Adjusted EBITDA less capex, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Earnings Per Share are useful in evaluating our

operating performance. These KPIs and non-GAAP financial measures help us monitor and evaluate the effectiveness of our operations and evaluate period-to-period comparisons. Management believes that these KPIs and non-GAAP financial measures help illustrate underlying trends in our business. We use KPIs and non-GAAP financial measures to establish budgets and operational goals (communicated internally and externally), manage our business and evaluate our performance. We also believe that management and investors benefit from referring to our KPIs and non-GAAP financial measures as supplemental information in assessing our performance and when planning, forecasting, and analyzing future periods. We believe our KPIs and non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to financial measures used by management in their financial and operational decision-making and also because investors and the analyst community use them to help evaluate the health of our business. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most comparable GAAP financial measures.

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 stockholder return, track to financial targets and prioritize customer satisfaction. Our KPIs are reported on a trailing, or last, 12-month basis (“LTM”), which we believe provides a more current view of the Company’s operational performance than year-to-date figures.

1 Excludes downloads from Editorial Subscriptions, Editorial feeds and certain API structured deals, including bulk unlimited deals. 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.

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. This metric differs from total customers, which is a count of all downloading customers, irrespective of whether they made a purchase in the period.

Total purchasing customers decreased to 636 thousand for the LTM ended June 30, 2026, compared to 707 thousand for the LTM ended June 30, 2025. This decrease can be largely attributed to the continued impact from the discontinuation of the free-trial new customer acquisition program in June, 2025. Importantly, more broadly across subscriptions, the ongoing shift into more committed solutions continues to have a positive impact on annual revenue per purchasing customer, which grew by 14.9% to $1,538 for the last twelve months ended June 30, 2026 from $1,338 for the last twelve months ended June 30, 2025.

Total active annual subscribers

Total active annual subscribers is the count of customers who were on an annual subscription product during the LTM reporting period. This metric provides management and investors with visibility into the rate at which we are growing our annual subscriber base and is highly correlated to the percentage of our revenue that comes from annual subscription products.

Total active annual subscribers decreased to 240 thousand for the LTM ended June 30, 2026 compared to 321 thousand for the LTM ended June 30, 2025. Annual subscriber decline was driven by iStock subscriptions, where there has been some continued impact from the discontinuation of the free-trial new customer acquisition program in June 2025, as well as search related traffic headwinds, with declines partially offset by increases in Unsplash+ subscribers.

Paid download volume

Paid download volume is a count of the number of paid downloads by our customers in the reported period. This metric informs both management and investors about the volumes at which customers are engaging with our content over time. Paid download volume decreased to 90 million downloads for LTM ended June 30, 2026, as compared to 93 million for the LTM ended June 30, 2025. The decline was primarily attributable to continued decreases in iStock Creative download volumes and accelerated declines in Getty Creative downloads, particularly in the Creative Agency and Corporate segments. The impact of these declines was partially offset by growth in Unsplash.

Annual subscriber revenue retention rate

The annual subscriber revenue retention rate calculates retention of total revenue for customers on annual subscription products, comparing the customer’s total booked revenue (inclusive of spend for annual subscription and non-annual subscription products) in the LTM period to the prior twelve month period. For example, LTM annual subscriber booked revenue (the amount of revenue invoiced to customers) for the period ended June 30, 2026 was 88.4% of revenue from these customers in the period ended June 30, 2025. The revenue retention rate informs management and investors on the degree to which we are maintaining or growing revenue from our annual subscriber base. 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 annual subscriber revenue retention rate decreased for the LTM ended June 30, 2026, compared with the prior-year period, primarily due to a combination of timing related shifts in deal renewal among a small number of large subscribers and certain one-time customer spend recognized in the prior year that did not recur. The decrease also reflected the impact of the planned exit from the iStock free trial acquisition program in June 2025.

Image and Video collection

Image and Video collection is a count of the total images and videos in our content library as of the reporting date. Management and investors can view growth in the size, both depth and breadth, of the content library as an indication of our ability to continue to expand our content offering with premium, high quality, contemporary content to meet the evolving needs of our customers. Image and video collections increased during the LTM ended June 30, 2026 as compared to the LTM ended June 30, 2025. Our image collection grew 5.7% to 625 million images as of June 30, 2026 compared to 591 million as of June 30, 2025. Our video collection grew 11.7% to 39 million videos over the same period.

Video attachment rate

Video attachment rate is a measure of the percentage of total paid customer downloaders who are video downloaders. The video attachment rate provides management and investors with an indication of our customers’ level of engagement with our video content offering. Our expansion of video across our subscription products is focused on further increasing the attachment rate over time.

The video attachment rate decreased to 15.2% in the LTM ended June 30, 2026 from 16.7% in the LTM ended June 30, 2025. The decline from the prior year LTM period is driven by lower volumes of video downloaders on our iStock platform.

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. We believe that this presentation provides useful supplemental information regarding changes in our revenue not driven by fluctuations in the value of foreign currencies.

Reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBITDA less Capex

We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, equity-based compensation, other operating expenses-net, and certain other expenses not directly related to the core operations of our business. A reconciliation is provided below to the most comparable financial measure stated in accordance with U.S. GAAP. We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue (in thousands):

(1) Foreign exchange gains (losses) and other insignificant non-operating related expenses (income).

Reconciliation of Adjusted Net Loss and Adjusted Loss Per Share

Adjusted Net Loss and Adjusted Loss Per Share are non-GAAP financial measures that we use to provide a more meaningful comparison of our core operating results from period to period. These measures exclude the impact of certain items that we believe are not indicative of our core operating performance. These adjustments include, but are not limited to, foreign exchange gains (losses), net and other non-recurring items. The following table reconciles Net Loss and Loss

Per Share, the most directly comparable GAAP measures, to Adjusted Net Loss and Adjusted Loss Per Share for the periods presented (in thousands, except share and per share data):

1 Statutory tax rates used to calculate the tax effect of the adjustments.

Critical Accounting Policies

A description of our critical accounting policies that involve significant management judgment appears in our 2025 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical accounting policies and estimates.” Our accounting policies are also described in “Note 2 - Summary of Significant Accounting Policies”, to our Consolidated Financial Statements in our 2025 Form 10-K and in “Note 2 - Summary of Significant Accounting Policies”, to our interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the period ended June 30, 2026. We believe our most critical accounting policies include revenue recognition, accrued litigation reserves, and accounting for income taxes.

Item 3. Quantitative and qualitative disclosures about market risk

There have been no material changes in our market risk exposures for the quarters ended June 30, 2026 and June 30, 2025, other than those discussed in our 2025 Form 10-K.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026 our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2026.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to certain legal proceedings and claims incidental to the operation of our business. We are also subject to certain other legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. Except as set out elsewhere in this Quarterly Report on Form 10-Q, we currently do not anticipate that these matters will have a material adverse impact on our financial results.

For further information regarding our legal proceedings and claims, see “Note 11 - Legal Proceedings and Contingencies”, included in Part I, Item 1, condensed consolidated financial statements, of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

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.

While we are focused on operational efficiency and disciplined expense management, we have engaged a financial advisor to assist in the evaluation of strategic alternatives and we may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company could adversely affect our business, operations and our stock price.

In July 2026, the Company received approval from its Board of Directors to engage a financial advisor to assist in actively considering strategic financing alternatives and balance sheet management initiatives.

We have not yet established a timeline to complete the review of strategic financial alternatives and balance sheet management initiatives. We can provide no assurance as to the review’s outcome, that this strategic review process will result in us pursuing any transaction or that we will be able to successfully consummate any particular strategic transaction on attractive terms, on a timely basis, or at all. Any potential transaction will depend on several factors that may be beyond our control including, for example, market conditions, industry trends, third party consents, which could be difficult or costly to obtain, and the available terms of any such strategic transaction. The review process, the negotiation and consummation of a transaction or other strategic alternative may be costly, time consuming, distracting, and disruptive to our business and operations. Moreover, the possibility that exploration of strategic financing alternatives may ultimately result in a sale, merger, recapitalization, restructuring, financing or other strategic transaction, or any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly-skilled employees through departure or attrition, and result in the loss of customers, suppliers, and other key business partners, any or all of which could have a material adverse effect on our business and operations. We may ultimately determine that no transaction is in the best interest of our stockholders. Speculation regarding developments associated with our review of strategic alternatives, and any perceived uncertainties related to the Company or its business and operations, could significantly increase the volatility of our stock price. Additionally, there can be no assurance that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value or that we will make any cash distributions to our stockholders.

We have expressed substantial doubt about our ability to continue as a going concern.

As described in “Note 1 — Description of the Company and Basis of Presentation,” management has concluded that the magnitude and timing of our current accrued and future obligations, together with the Company’s limited available liquidity following the substantial cash expenditures related to (i) the ongoing Warrant Litigation, where the Company was required to pay $110.9 million in judgment and associated interest in the second quarter of 2026 and carry a remaining litigation reserve of approximately $99.5 million as of June 30, 2026, (ii) the June 9, 2026 and July 27, 2026 decisions of the New York State Court in the NY State Cases, (iii) significant costs incurred in relation to the proposed Merger (which was terminated by the Company on July 7, 2026), where the Company incurred approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026, and (iv) high interest expense including net interest expense associated with the financing that was obtained in anticipation of the recently terminated Merger, where the Company incurred approximately $30.1 million of interest expense, net of interest earned on the escrowed funds, along with $13.5 million in associated financing fees, give rise to substantial doubt about the Company’s ability to continue as a going concern for one year after the date the unaudited condensed consolidated financial statements for the second quarter 2026 are issued.

Management’s plans to address these conditions, including the engagement of the financial advisor in connection with the Company’s evaluation of strategic financing alternatives and balance sheet management initiatives, have not been fully implemented, are subject to factors outside of the Company’s control, and may not be successful. If the Company is unable to obtain sufficient liquidity or to consummate one or more strategic transactions, on acceptable terms, on a timely basis or at all, the Company and/or one or more of its subsidiaries may be forced to seek relief under applicable bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of the Company’s common stock could experience a significant or complete loss of their investment. In addition, the existence of substantial doubt about the Company’s ability to continue as a going concern could adversely affect the Company’s relationships with its customers, suppliers, and other key business partners, its ability to attract and retain qualified personnel. See “Note 1 - Description of the Company and Basis of Presentation.”

Item 5. Other Information

Insider Trading Arrangements and Policies

Other than described below, during the three months ended June 30, 2026, none of the Company’s directors or officers (as defined in Section 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.

1. Each plan terminates on the earlier of: (i) the expiration date listed in the table above, (ii) the first date on which all trades set forth in the plan have been executed, or (iii) such date the plan is otherwise terminated according to its terms.

2. Mr. Peters received an award of restricted stock units (“RSUs”) subject to mandatory Rule 10b5-1 trading arrangement for “sell-to-cover” transactions (the “sell-to-cover 10b5-1 arrangement”). Each RSU provides for the non-discretionary, automatic sale of shares of Class A Common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable tax withholding obligation. The number of shares of Class A common stock that will be sold to satisfy applicable tax withholding obligations upon vesting will vary depending on whether vesting conditions are satisfied and the market price of our Class A common stock at the time of settlement. The expiration date of each sell-to-cover 10b5-1 arrangement is the final settlement of any covered RSUs.

Item 6. Exhibits

• Filed herewith.

** Furnished herewith.