Voluntary Petitions for Reorganization
As previously disclosed, on October 12, 2026, Getty Images Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into a restructuring support agreement (the “RSA”) with the Company’s majority shareholders and certain holders of all of the Company’s outstanding funded indebtedness , providing for a comprehensive recapitalization to be implemented through a prepackaged chapter 11 plan of reorganization (the “Restructuring Transactions”), as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2026.
On October 21, 2026 (the “Petition Date”), the Company and certain of its subsidiaries Getty Images, Inc., Griffey Midco (DE), LLC, Abe Investment Holdings, Inc., Getty Images (US), Inc., Getty Images News Services (PRC), Inc. and Getty Images (Seattle), Inc. (collectively with the Company, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement the Restructuring Transactions through a prepackaged chapter 11 plan of reorganization (the “Plan”)
in accordance with the RSA. On October 20, 2026, prior to commencing the Chapter 11 Cases, the Company Parties commenced the solicitation of votes on the Plan (the “Solicitation”) with a related disclosure statement (the “Disclosure Statement”) and anticipate completing the Solicitation during the Chapter 11 Cases. The Company Parties have requested that the Bankruptcy Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re Getty Images Holdings, Inc., et al.
The Company Parties have filed customary “first day” motions to ensure their ability to continue operating in the ordinary course of business, including authority to pay employee wages and benefits and vendors, suppliers and content contributors in the ordinary course of business. The Plan contemplates that general unsecured claims will be unimpaired.
The Company Parties have also filed a motion seeking approval of the debtor-in-possession financing contemplated by the RSA (the “Financing”).
A copy of the Plan is attached as an exhibit to the Disclosure Statement, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The RSA contains a “fiduciary-out”
provision permitting the Company to terminate the RSA if the Board of Directors of the Company determines, after consulting with external counsel, that proceeding with the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable law or, in the exercise of those duties, to pursue an Alternative Restructuring Proposal (as defined in the RSA). In addition, the RSA permits the Company Parties to consider, respond to and negotiate Alternative Restructuring Proposals, subject to certain notice and information-sharing obligations.
Additional information about the Chapter 11 Cases is available at https://restructuring.ra.kroll.com/GettyImages.
The information on, or accessible through, such website is not part of, and is not incorporated by reference into, this Current Report on Form 8-K. For copies of motions and orders filed with the Bankruptcy Court and other documents related to the court-supervised process, please visit https://ecf.deb.uscourts.gov.
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Company Parties’ obligations under the following debt instruments (collectively, the “Debt Instruments”):
approximately $40.1 million aggregate principal amount of U.S. dollar-denominated term loans and approximately €407 million aggregate principal amount of euro-denominated term loans (in each case, plus accrued and unpaid interest thereon and other amounts due in respect thereof), outstanding under the Credit Agreement, dated as of February 19, 2019 (as amended, restated, amended and restated and otherwise modified from time to time, the “Credit Agreement”), among Abe Investment Holdings, Inc. and Getty Images, Inc., as borrowers, Griffey Midco (DE), LLC, as holdings, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto;
approximately $150.0 million aggregate principal amount of revolving loans outstanding under the Credit Agreement (plus accrued and unpaid interest thereon and other amounts due in respect thereof and of the commitments thereunder);
approximately $539.9 million aggregate principal amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 11.250% Senior Secured Notes due 2030 issued by Getty Images, Inc. under the indenture, dated as of May 5, 2025, among Getty Images, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent;
approximately $264.7 million aggregate principal amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 14.000% Senior Notes due 2028 issued by Getty Images, Inc. under the indenture, dated as of October 21, 2025, among Getty Images, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee; and approximately $5.3 million aggregate principal amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 9.750% Senior Notes due 2027 issued by Getty Images, Inc. under the indenture, dated as of February 19, 2019, between Getty Images, Inc. and Wilmington Trust, National Association, as trustee (as supplemented).
The Debt Instruments provide that, as a result of the commencement of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable without notice from the lenders or noteholders thereunder. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the commencement of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01. Regulation FD Disclosure.
Press Release
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding the Company’s
Securities The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the recovery by the holders of the Company’s securities if the Plan is confirmed. Under the Plan, all shares of the Company’s Class A common stock (the “Common Stock”) and all other existing equity interests in the Company will be cancelled, discharged, and extinguished on the effective date of the Plan, and holders of the Common Stock and other existing equity interests (including the Company’s majority shareholders) will not receive or retain any distribution, recovery or property on account of their Common Stock or other existing equity interests if the Plan is confirmed.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”