Getty Images Holdings, Inc.GETY
Getty Images Holdings, Inc. Debt Disclosure
DEBT
The Company’s debt obligations as of December 31, 2025 primarily comprise Senior Secured Notes, Senior Unsecured Notes, and Term Loans. The Company’s debt is summarized below:
| (In thousands) | Year end December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| 2025 Senior Unsecured Notes | $ | 294,686 | $ | — | |||||||
10.500% Senior Secured Notes | 628,400 | — | |||||||||
11.250% Senior Secured Notes | 539,944 | — | |||||||||
| 2019 Senior Unsecured Notes | 5,314 | 300,000 | |||||||||
| 2019 USD Term Loans | — | 579,200 | |||||||||
2019 EUR Term Loans1 | — | 435,190 | |||||||||
| 2025 USD Term Loans | 40,056 | — | |||||||||
2025 EUR Term Loans1 | 497,163 | — | |||||||||
| Adjusted for: issuance costs, premiums and discounts amortized to interest expense | (38,201) | 34 | |||||||||
| Less short-term debt - net | (696,474) | — | |||||||||
| Long-term debt – net | $ | 1,270,888 | $ | 1,314,424 | |||||||
1 The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates.
2019 Financing
On February 19, 2019, the Company issued $300.0 million of Senior Unsecured Notes due in 2027 (the “2019 Senior Unsecured Notes”) and entered into a senior secured credit facility (the “Existing Credit Agreement”) consisting of (i) a $1,040.0 million term loan facility (the “2019 USD Term Loans”), (ii) a €450.0 million term loan facility (the “2019 EUR Term Loans” and together with the 2019 USD Term Loans the “2019 Term Loans”) and (iii) an $80.0 million revolving credit facility (“Revolver”). The 2019 Term Loans were refinanced during the year ended December 31, 2025, as disclosed below.
2019 Senior Unsecured Notes
The 2019 Senior Unsecured Notes are due March 1, 2027, and bear interest at a rate of 9.750% per annum. Interest on the notes is payable semi-annually on March 1 and September 1 of each year. The Company may redeem the Senior Notes earlier than March 1, 2027, subject to prepayment premiums.
Revolver
On May 4, 2023, the Company amended the Existing Credit Agreement to (i) increase Revolver commitments to $150.0 million and (ii) extend the Revolver maturity to May 4, 2028. The revolving facility is also subject to a
springing maturity of 180 days prior to certain earlier debt maturities if aggregate principal of such debt exceeds $100.0 million. The revolving credit facility remains undrawn. The Company accounted for this amendment as a modification of the existing revolving credit facility. Related issuance costs and amendment fees are amortized over the remaining Revolver term. The Company incurred unused commitment fees of $0.7 million in each of the years ended December 31, 2025, 2024 and 2023.
Term Loan Refinancing
On February 21, 2025 (the “Amendment Effective Date”), the Company entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Term Loan Refinancing Amendment”), which amended the Existing Credit Agreement. The Term Loan Refinancing Amendment provided $580.0 million of U.S. Dollar term loans (the “2025 USD Term Loans”) and €440.0 million of Euro denominated term loans (the “2025 EUR Term Loans” and together with the 2025 USD Term Loans, the “2025 Term Loans”).
The proceeds from the 2025 Term Loans were used to retire and repay the following indebtedness:
•$579.2 million of 2019 USD Term Loans,
• €419.0 million of 2019 EUR Term Loans
Interest
The 2025 USD Term Loans bear a fixed interest rate of 11.25% per year.
The 2025 EUR Term Loans accrue interest at the Adjusted Eurodollar Rate plus 6.00% per annum. The Adjusted Eurodollar Rate is defined in the Term Loan Refinancing Amendment and is interest rate per annum, rounded upwards to the nearest 1/16 of 1.0% equal to (a) the Eurodollar Rate for such period (EURIBOR) multiplied by (b) the Statutory Reserve Rate. If this calculated rate is less than zero, it will be considered zero instead for that period.
Maturity, Repayment and Prepayment Premium
The 2025 Term Loans mature on February 21, 2030.
The 2025 EUR Term Loans will amortize at 5.0% per annum, payable in equal quarterly installments. As of December 31, 2025, €22.0 million was classified as Short-term debt - net on the Consolidated Balance Sheet.
Any prepayment of the 2025 EUR Term Loans on or prior to the second anniversary of the Amendment Effective Date will be subject to a prepayment premium equal to:
• a make-whole amount if made prior to the first anniversary of the Amendment Effective Date
• 1.00% of the principal amount of the 2025 EUR Term Loans prepaid if made on or after the first anniversary of the Amendment Effective Date but prior to the second anniversary of the Amendment Effective Date
The 2025 USD Term Loans must be fully repaid at maturity. Prepayments of the 2025 USD Term Loans prior to the fourth anniversary of issuance are subject to premiums equal to:
• A make-whole premium if prepaid prior to the second anniversary
• 5.625% if prepaid after the second anniversary but prior to the third anniversary
• 2.813% if prepaid after the third anniversary but prior to the fourth anniversary
Priority
The obligations under the Existing Credit Agreement are secured by a first priority lien on substantially all of the loan parties’ assets.
Permitted Debt Exchange Offer
The Company had the option to exchange the 2025 USD Term Loans for notes with substantially similar economics (the “Permitted Debt Exchange Offer”). Lenders were not obligated to participate in the exchange. On May 5, 2025 (the “Permitted Debt Exchange Date”) the Company exchanged a portion of the 2025 USD Term Loans for 11.250% Senior Secured Notes. After the Permitted Debt Exchange Offer, the Company had $40.1 million in 2025 USD Term Loans outstanding. The prepayment of 2025 Term Loans in connection with the Permitted Debt Exchange was not subject to prepayment premiums.
Accounting Treatment
In accordance with applicable debt modification guidance, the Company recorded a loss on the extinguishment of debt of $5.5 million and expensed $3.2 million of third-party costs related to the Term Loan Refinancing Amendment.
11.250% Senior Secured Note Issuance
On May 5th, 2025, the Company issued $539.9 million in 11.250% Senior Secured Notes due 2030 (the “11.250% Senior Secured Notes”) in a Permitted Debt Exchange for certain 2025 USD Term Loans pursuant to an Indenture, dated as of May 5, 2025 (the “Indenture”).
Interest
Interest is payable semi-annually in arrears on May 1 and November 1 of each year, at a rate of 11.250% per year.
Maturity and Redemption
The 11.250% Senior Secured Notes mature on February 21, 2030. Prior to February 21, 2027, the Company may redeem the 11.250% Senior Secured Notes at its option at a redemption price equal to 100% of the principal amount of the 11.250% Senior Secured Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest.
On or after February 21, 2027, the Company may redeem the 11.250% Senior Secured Notes at its option. The redemption price if redeemed during the twelve-month period beginning on February 21 of the year indicated below:
• 2027 at 105.625%
• 2028 at 102.813%
• 2029 at 100.000%
The Company may also redeem the 11.250% Senior Secured Notes prior to February 21, 2027 in an amount equal to the net cash proceeds received by the Company from any equity offering at a redemption price equal to 111.250% of the principal amount plus accrued and unpaid interest, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the 11.250% Senior Secured Notes, provided that the redemption takes place not later than 180 days after the closing of the related equity offering; and not less than 50% of the aggregate principal amount of the 11.250% Senior Secured Notes remains outstanding immediately thereafter, unless all such 11.250% Senior Secured Notes are redeemed substantially concurrently.
Ranking, Guarantees and Security
The obligations under the 11.250% Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s wholly-owned domestic restricted subsidiaries, and secured by a first priority security interest in substantially all of the existing and future assets of the Company.
Change of Control
If the Company experiences a change of control, the Company must offer to repurchase the 11.250% Senior Secured Notes at a purchase price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest.
Covenants and Events of Default
The terms of the Indenture limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, the Company’s capital stock; (iii) make loans and investments; (iv) prepay, redeem or repurchase indebtedness; (v) incur liens securing indebtedness; (vi) enter into transactions with affiliates; (vii) consolidate, merge or convey, transfer or lease all or substantially all of its assets; (viii) enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the Company; (ix) designate the Company’s subsidiaries as unrestricted subsidiaries; and (x) transfer or sell assets.
Accounting Treatment
The 11.250% Senior Secured Note issuance was accounted for as a continuation of the refinancing of the 2019 Term Loans and, in accordance with applicable guidance, $2.8 million of third-party costs were expensed.
2019 Senior Unsecured Notes Exchange
On October 21, 2025, the Company exchanged $294.7 million of its of 2019 Senior Unsecured Notes for 14.000% Senior Unsecured Notes due in 2028 (the “2025 Senior Unsecured Notes”) and obtained related consents to amend the indenture governing the 2019 Senior Unsecured Notes (the “Exchange Offer”). After the Exchange Offer, $5.3 million of 2019 Senior Unsecured Notes remained outstanding.
Interest
Interest on the 2025 Senior Unsecured Notes is payable semi-annually on March 1 and September 1 of each year at a rate of 14.000% per year.
Maturity and Redemption
The 2025 Senior Unsecured Notes mature on March 1, 2028, unless earlier redeemed or repurchased.
The 2025 Senior Unsecured Notes are redeemable at the Company’s option at any time before the earlier of (i) March 1, 2027, and (ii) the 180th day after the closing of the Merger at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. After the earlier of (i) March 1, 2027, and (ii) the 180th day after the closing of the Merger, the Company may redeem the 2025 Senior Unsecured Notes at a redemption price as described below:
• After the earlier of (i) March 1, 2027 and (ii) the 180th day after the Merger Closing Date at 101%
• After the earlier of (i) September 1, 2027 and (ii) the 360th day after the Merger Closing Date at 102%
• After the earlier of (i) March 1, 2028 and (ii) the 540th day after the Merger Closing Date at 103%
• After the 720th day after the Merger Closing Date (to the extent applicable) at 104%
On June 30, 2026, and every June 30 and December 30 thereafter, the Company will redeem $30 million of the outstanding 2025 Senior Unsecured Notes at a redemption price equal to the percentages in the optional redemption section above. These mandatory redemptions will be at par.
The 2025 Senior Unsecured Notes may also become redeemable upon the occurrence of certain Events of Default.
Ranking, Guarantees and Security
The new 2025 Senior Unsecured Notes are senior unsecured obligations of the Company and guaranteed on a senior basis by the same subsidiaries that guarantee the 2019 Senior Unsecured Notes. Following completion of the pending Merger, Shutterstock and certain of its subsidiaries are expected to become guarantors of the 2025 Senior Unsecured Notes.
Change of Control
If the Company experiences a change of control, the Company must offer to repurchase the 2025 Senior Unsecured Notes from the holders thereof at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
Covenants and Events of Default
The terms of the 2025 Senior Unsecured Notes, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, the Company’s capital stock; (iii) incur liens securing indebtedness; (iv) enter into transactions with affiliates; (v) designate the Company’s subsidiaries as unrestricted subsidiaries; and (vi) transfer or sell assets.
Accounting Treatment
While the Exchange Offer occurred contemporaneously with the issuance of the 10.500% Senior Secured Notes, the Company accounted for the transactions separately because they were not contractually contingent and were not structured to achieve a single overall economic outcome.
The Company accounted for the Exchange Offer as a modification in accordance with applicable guidance, and accordingly $7.9 million of third-party costs were expensed.
10.500% Senior Secured Note Issuance
On October 21, 2025, the Company issued $628.4 million of 10.500% Senior Secured Notes due in 2030 (the “10.500% Senior Secured Notes”). The Company intends to use the proceeds to facilitate the proposed Merger with Shutterstock, primarily to fund the cash portion of the Merger consideration and settle Shutterstock's outstanding debt.
Interest
Interest on the 10.500% Senior Secured Notes is payable semi-annually on May 15 and November 15 of each year at a rate of 10.500% per year.
Maturity and Redemption
The 10.500% Senior Secured Notes mature on November 15, 2030.
Prior to November 15, 2027, the Company may redeem the 10.500% Senior Secured Notes at its option at a redemption price equal to 100% of the principal amount of the 10.500% Senior Secured Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest.
On or after November 15, 2027, the Company may redeem the 10.500% Senior Secured Notes at its option. The redemption price if redeemed during the twelve-month period beginning on November 15 of the year is indicated below:
• 2027 at 105.250%
• 2028 at 102.625%
• 2029 at 100.000%
The Company may also redeem the 10.500% Senior Secured Notes prior to November 15, 2027 in an amount equal to the net cash proceeds received by the Company from any equity offering at a redemption price equal to 110.50% of the principal amount plus accrued and unpaid interest, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the 10.500% Senior Secured Notes, provided that the redemption takes place not later than 180 days after the closing of the related equity offering; and not less than 50% of the aggregate principal amount of the 10.500% Senior Secured Notes remains outstanding immediately thereafter, unless all such 10.500% Senior Secured Notes are redeemed substantially concurrently.
Upon an asset disposition, if there are excess proceeds greater than $50 million or 15% of EBITDA remaining after 18 months of such asset disposition, the Company must redeem the 10.500% Senior Secured Notes at a price
equal to 100% of the principal amount of the 10.500% Senior Secured Notes plus accrued and unpaid interest. The Company considers a redemption upon certain asset dispositions to be optional because, upon receipt of proceeds from such asset disposition, the Company may elect to either repay the Company’s indebtedness or to invest the proceeds in capital assets. Redemption is triggered only if there are excess proceeds greater than $50 million or 15% of EBITDA remaining after 18 months of such asset disposition.
In the event that the Merger Agreement is terminated or will not be consummated on or prior to October 6, 2026, the 10.500% Senior Secured Notes will be redeemed at a redemption price equal to 100% of the issue price plus accrued and unpaid interest. As this may require redemption within one year and is dependent on factors outside of the Company’s control, the 10.500% Senior Secured Notes are classified as a current liability. If the Merger is consummated prior to the October 6, 2026, the Notes will be reclassified to a long-term obligation.
Ranking, Guarantees and Security
The 10.500% Senior Secured Notes are jointly and severally guaranteed by the same guarantors that guarantee the Credit Agreement and the 11.25% Senior Secured Notes. Following completion of the pending Merger, Shutterstock and certain of its subsidiaries are expected to become guarantors of the 10.500% Senior Secured Notes.
Change of Control
If the Company experiences a change of control, the Company must offer to repurchase the 10.500% Senior Secured Notes from the holders thereof at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest.
Covenants and Events of Default
The terms of the 10.500% Senior Secured Notes, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue disqualified stock or preferred stock; (ii) pay dividends and make other distributions on, or redeem or repurchase, the Company’s capital stock; (iii) make loans and investments; (iv) prepay, redeem or repurchase indebtedness; (v) incur liens securing indebtedness; (vi) enter into transactions with affiliates; (vii) consolidate, merge or convey, transfer or lease all or substantially all of its assets; (viii) enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the Company; (ix) designate the Company’s subsidiaries as unrestricted subsidiaries; and (x) transfer or sell assets.
Escrow Agreement
In connection with the 10.500% Senior Secured Notes, the Company also entered into an escrow agreement, dated as of October 21, 2025 (the “Escrow Agreement“). The Company has deposited the gross proceeds of the offering of the 10.500% Senior Secured Notes in an escrow account. Upon release from escrow, the Company intends to use the escrowed proceeds to pay approximately $350.0 million in cash consideration, fees, and expenses in connection with the Merger and to use the remaining proceeds to refinance certain indebtedness of Shutterstock and pay fees and expenses in connection with that offering.
Accounting Treatment
The Company incurred and capitalized $13.5 million in lender fees and third-party debt issuance costs related to the issuance of the 10.500% Senior Secured Notes.
In total, the Company expensed $13.9 million during the year ended December 31, 2025 in third-party costs related to the Term Loan Refinancing Amendment, Permitted Debt Exchange, and Exchange Offer that did not qualify as debt issuance costs as “Other non-operating income (expense) – net” and $5.5 million of “Loss on extinguishment of debt” in the Consolidated Statements of Operations.
Debt issuance costs and discounts are reported in the Consolidated Balance Sheets as a direct deduction from the face amount of the debt. These costs are amortized as a component of Interest expense in the Consolidated Statements of Operations utilizing the effective interest method.
The Company was in compliance with all covenants as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 14, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.