Getty Images Holdings Inc

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.

We received a written notice from the NYSEhile we are focused on operational efficiency and disciplined expense management, we have engaged a financial advisor to assist in that we are ne evaluation of strategic alternatives and we may not in compliance with cobe successful in identifying and implementing any potentinued listing standardsal strategic alternatives in a timely manner or at all, and if we failthe perceived uncertainties related to regain cthe Compliance, any could adversely affect our Class A common business, operations and our stock would be delistedprice.

On March 17, In July 2026, the Company received written noticeapproval from the NYSE that the Company was noits Board of Directors to engage a financial advisor to assist in compliance with the NYSEs actively continued listing standard set forthsidering strategic financing alternatives and balance sheet management in Section 802.01C of the NYSE Listed Company Manual becausitiatives.

We have not yet established a timeline to complete the average closing price of the Companys Class A common stock was lessreview of strategic financial alternatives and balance sheet management initiatives. We can provide no assurance as to the reviews outcome, than $1.00 over a consecutive 30 tradt this strategic review process will result in us pursuing-day period. The Compa any transaction or that we will be able to successfully consummate any has notified the NYSE of its receipt of the notice and its intent to cureparticular strategic transaction on attractive terms, on a timely basis, or at all. Any potential transaction will depend on several factors the deficiency aat may be beyond to return to coour control including, for exampliance with the NYSE e, market continued listing standard. The Companditions, industry trends, third party can regain complianconsents, which could be difficult or costly to obtain, and the at vailable terms of any time within tsuch strategic transaction. The six-month cure period if review process, the negotiation and consummation of a transaction or othe last trading dr strategic alternative may of any calendar month durbe costly, time consuming, distracting the cure , and disruptive to our business and operiod ations. Moreover, the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over possibility that exploration of strategic financing alternatives may ultimately result in a sale, merger, recapitalization, restructuring, financing or othe preceding 30 r strategic trading-dansaction, or any period. There can be no assurance that we will be ableceived uncertainty regarding our future operations or employment needs may limit our ability to regtain compliance with the NYSE or hire qualified personnel and may continueribute to unplanned listing standards withinoss of highly-skilled employees through departure or attrition, any applicable cure periods or at all.

If the NYSE were to delisd 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 Class A common stock, or if market participantsbusiness and operations. We may ultimately determine that no transaction is in the believe delisting is likely, the st interest of our stockholders. Speculation regarding developments associated with our review of strading pricetegic alternatives, and liquidity of our Class A common stockany perceived uncertainties related to the Company or its business and operations, could decline materiallysignificantly increase the volatility of our stock price. A delisting could also redudditionally, there can be no assurance the number of investors willingat any particular course of action, business arrangement or transaction, or able to hold our Class A common stock,series of transactions, will be pursued, successfully consummated or lead to including because certain institreased stockholder value or that we will make any cash distributional inves to our storsckholders.

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We and financhave expressed substantial intermediaries may have policiedoubt about our ability to continue as a going concern.

As described in Note 1 Description of the Company and Basis or f Prestricentations , management has concluded that limit investmthe magnitude and timing of our currents in securities that are not accrued and future obligations, together with the Companys lismited on a nationavailable liquidity following the substantial securiticash expenditures exchange. In addrelated to (i) the ongoing Warrant Litigation, delisting could adversely affect our abiwhere the Company was required to pay $110.9 million in judgment and associated interest in the second quarter of 2026 and carry a remaining lity to raise additional capital igation reserve of approximately $99.5 million as of June 30, 2026, (ii) the June 9, 2026 and could increase our cost of capital. If July 27, 2026 decisions of the New York State Cour Class A common stock were delisted, it could be tradt in the NY State Cases, (iii) significant costs incurred in relation to the proposed Merger (which was terminated inby the over-Company on July 7, 2026), where the-counter market, which may be more volatile, less liquid,  Company incurred approximately $60.4 million of legal, accounting and other direct costs through June 30, 2026, and subject to wider bid-ask spreads than a national securities exchange. Delisting coul(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 also increase the costs and demapproximately $30.1 million of interest expense, net of interest earned on the escrowed funds of compliance and investor relation, along with $13.5 million in associated financing fees, give rise to substantial doubt about the Companys activitiebility to continue as and going could divest management attention from operating our business.

Efforts to regain compliance with NSYE ncern for one year after the date the unaudited condensed consolidated financial statements for the second quarter 2026 are issued.

Managements plans to address these continued listing standards could require us to take actions that may be costly,ditions, including the engagement of the financial advisor in connection with the Companys evaluation of strategic financing alternatives and balance sheet may be dilutive to stockholders, or nagement initiatives, have not been fully implemented, are subject to factors outside of the Companys control, and may not be unsuccessful. Such actions could include, among other thingIf the Company is unable to obtain sufficient liquidity or to consummate one or more strategic transactions, equity financings, changes to our capital struon 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 restructure or other strategic measures. Any ing, wind-down, or liquidation, and holders of the Companys common stock could experience a significant or complete loss of these acir investment. In additions, or , the perception that such actions may be necessary,existence of substantial doubt about the Companys ability to continue as a going concern could increase voadversely affect the Companys relatility in the trading price of our Class A common stock. onships 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.