As filed with the U.S. Securities and Exchange Commission on April 28, 2025

Registration No. 333-286241   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

Amendment No. 1

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Getty Images Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________

605 5th Ave S. Suite 400
Seattle, WA 98104
(206) 925-5000
(Address, including Zip Code, and Phone Number, Including Area Code, of Registrant’s Principal Executive Offices)

____________________

Kjelti Kellough, Esq.
Senior Vice President, General Counsel, and Corporate Secretary
605 5th Ave S., Suite 400
Seattle, Washington 98104
(206) 925-5000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

____________________

With copies to:

____________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the proposed merger described in the enclosed information statement and proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in the accompanying information statement and proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying information statement and proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED APRIL 28, 2025

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Getty Images Holdings, Inc. and the Stockholders of Shutterstock, Inc.:

On January 6, 2025, Getty Images Holdings, Inc. (“Getty Images”) and Shutterstock, Inc. (“Shutterstock”) entered into an Agreement and Plan of Merger (the “merger agreement”) that provides for the combination of the two companies. Under the merger agreement subject to the terms and conditions set forth therein, (i) Grammy Merger Sub One, Inc., a direct wholly owned subsidiary of Grammy HoldCo, Inc. (“HoldCo”), which is in turn a direct wholly owned subsidiary of Shutterstock, will be merged with and into Shutterstock with Shutterstock surviving as a wholly owned subsidiary of HoldCo (the “first merger”), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the “LLC conversion”), and (ii) Grammy Merger Sub 2, Inc., a wholly owned subsidiary of Getty Images, will be merged with and into Holdco with HoldCo surviving as a wholly owned subsidiary of Getty Images (the “second merger” and, collectively with the first merger and LLC conversion, the “merger”). Immediately following the second merger, Holdco will merge with and into Grammy Merger Sub 3, LLC, a direct wholly owned subsidiary of Getty Images, with Grammy Merger Sub 3, LLC surviving such merger as a wholly owned subsidiary of Getty Images.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of common stock, par value $0.01 per share, of Shutterstock (the “Shutterstock common stock”) will be (i) an amount in cash equal to the product of $9.50 and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time of the second merger (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total cash amount”); and (ii) a number of shares of Class A Common Stock, par value $0.0001 per share, of Getty Images (the “Getty Images common stock”) equal to the product of 9.17 and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time of the second merger (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total stock amount” and, together with the total cash amount, the “merger consideration”).

Each holder of shares of Shutterstock common stock will be entitled to elect to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (i) cash consideration of $9.50 and 9.17 shares of Getty Images Common Stock (a “mixed election”); (ii) cash consideration of $28.8487 (a “cash election”); or (iii) 13.67237 shares of Getty Images common stock (a “stock election”). If no election is made by a holder, each of such holder’s shares of Shutterstock common stock will be treated as having made a mixed election. Each of the total cash amount and the total stock amount will be fixed as of immediately prior to the effective time. Cash elections will be subject to proration if cash elections are oversubscribed and stock elections will be subject to proration if stock elections are oversubscribed. No fractional shares of Getty Images common stock will be issued in connection with the merger, and Shutterstock stockholders who would otherwise be entitled to a fraction of a share of Getty Images common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded down to the nearest whole cent), without interest, representing such Shutterstock stockholder’s proportionate interest in the net proceeds from the sale by the exchange agent, on behalf of all such Shutterstock stockholders, of the fractional shares of Getty Images Common Stock that would otherwise be issued to such Shutterstock stockholders in connection with the merger.

Although the average number of shares of Getty Images common stock that Shutterstock stockholders will receive per share of Shutterstock common stock is fixed, the market value of the merger consideration will fluctuate with the market price of Getty Images common stock and will not be known at the time Shutterstock stockholders vote on the merger. Based on the closing price per share of Getty Images common stock on the New York Stock Exchange (“NYSE”) on January 6, 2025, the last trading day before public announcement of the merger, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $33.07 per share after giving effect to a mixed election, (ii) with an implied value of approximately $35.14 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. Based on the closing price per share of Getty

Images common stock on April 25, 2025, the latest practicable trading day before the date of the enclosed information statement and proxy statement/prospectus, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $27.47 per share after giving effect to a mixed election, (ii) with an implied value of approximately $26.80 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. We urge you to obtain current market quotations for shares of Getty Images common stock (NYSE:GETY) and shares of Shutterstock common stock (NYSE:SSTK).

Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of a majority in voting power of the issued and outstanding shares of Shutterstock common stock entitled to vote thereon. Because of this, Shutterstock will hold a special meeting of its stockholders (the “Shutterstock stockholders”) virtually, via live webcast on the Internet at www.virtualshareholdermeeting.com/SSTK2025SM on June 10, 2025 at 10:00 a.m. Eastern Time (the “Shutterstock special meeting”). At the Shutterstock special meeting, the Shutterstock stockholders will be asked (i) to consider and vote on a proposal to adopt the merger agreement (the “merger proposal”), (ii) to consider and vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to the named executive officers of Shutterstock that is based on or otherwise relates to the merger (the “non-binding compensation proposal”) and (iii) to consider and vote on a proposal to approve the adjournment of the Shutterstock special meeting, if necessary or appropriate, including adjournment to permit further solicitation of proxies in favor of the merger proposal (the “adjournment proposal”).

The board of directors of Shutterstock (the “Shutterstock board”) has unanimously (i) approved the terms of the merger agreement and the merger contemplated thereby, (ii) determined that it is advisable to enter into the merger agreement, and (iii) approved the execution and delivery by Shutterstock of the merger agreement, the performance by Shutterstock of its covenants and agreements contained therein and the consummation of the transactions upon the terms and subject to the conditions contained in the merger agreement. The Shutterstock board unanimously recommends that the Shutterstock stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, if necessary or appropriate, including to solicit additional votes for approval of the merger proposal.

The board of directors of Getty Images (the “Getty Images board”) has unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that it is advisable for Getty Images to enter into the merger agreement, and (iii) approved the execution and delivery by Getty Images of the merger agreement, the performance by Getty Images of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger upon the terms and subject to the conditions contained in the merger agreement, including the issuance of the Getty Images Common Stock in connection with the merger. Following the execution of the merger agreement, Getty Investments L.L.C., Mark Getty, The October 1993 Trust, The Options Settlement (collectively, the “Getty Family Stockholders”) and Koch Icon Investments, LLC (the “Koch Investor”) executed and delivered to Getty Images a written consent in lieu of a meeting (the “Getty Images written consent”) approving the issuance of shares of Getty Images common stock in connection with the merger as contemplated by the merger agreement (the “Getty Images stock issuance”). The Getty Family Stockholders and the Koch Investor collectively own approximately 66% of the outstanding shares of Getty Images common stock, thereby constituting a majority of the outstanding shares of Getty Images common stock. As a result, no further action by any Getty Images stockholder is required in connection with the approval by Getty Images stockholders of the Getty Images stock issuance, which is the only Getty Images stockholder approval required in connection with the merger.

The attached information statement and proxy statement/prospectus describes the special meeting of Shutterstock, the merger, the documents related to the merger, and other related matters. Please carefully read the entire information statement and proxy statement/prospectus, including the “Risk Factors,” beginning on page 16, for a discussion of the risks relating to the merger. You also can obtain information about Getty Images and Shutterstock from documents that each have filed with the U.S. Securities and Exchange Commission.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this information statement and proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The date of this information statement and proxy statement/prospectus is            , 2025, and it is first being mailed or otherwise delivered to the Getty Images stockholders and the Shutterstock stockholders on or about            , 2025.

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT TO GETTY IMAGES STOCKHOLDERS — WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of Getty Images Holdings, Inc.:

The board of directors (the “Getty Images board”) of Getty Images Holdings, Inc. (“Getty Images”) approved an Agreement and Plan of Merger (the “merger agreement”) that provides for the combination of Getty Images and Shutterstock, Inc. (“Shutterstock”). Under the merger agreement subject to the terms and conditions set forth therein, (i) Grammy Merger Sub One, Inc., a direct wholly owned subsidiary of Grammy HoldCo, Inc. (“HoldCo”), which is in turn a direct wholly owned subsidiary of Shutterstock, will be merged with and into Shutterstock with Shutterstock surviving as a wholly owned subsidiary of HoldCo (the “first merger”), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the “LLC conversion”), and (ii) Grammy Merger Sub 2, Inc., a wholly owned subsidiary of Getty Images, will be merged with and into Holdco with HoldCo surviving as a wholly owned subsidiary of Getty Images (the “second merger” and, collectively with the first merger and LLC conversion, the “merger”). Immediately following the second merger, Holdco will merge with and into Grammy Merger Sub 3, LLC, a direct wholly owned subsidiary of Getty Images, with Grammy Merger Sub 3, LLC surviving such merger as a wholly owned subsidiary of Getty Images.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of common stock, par value $0.01 per share, of Shutterstock (the “Shutterstock common stock”) will be (i) an amount in cash equal to the product of $9.50 and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time of the second merger (including in respect of vested Shutterstock restricted stock units and performance stock units); and (ii) a number of shares of Class A Common Stock, par value $0.0001 per share, of Getty Images (the “Getty Images common stock”) equal to the product of 9.17 and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time of the second merger (including in respect of vested Shutterstock restricted stock units and performance stock units).

The board of directors of Getty Images (the “Getty Images board”) has unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that it is advisable for Getty Images to enter into the merger agreement, and (iii) approved the execution and delivery by Getty Images of the merger agreement, the performance by Getty Images of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger upon the terms and subject to the conditions contained in the merger agreement, including the issuance of the Getty Images Common Stock in connection with the merger. Following the execution of the merger agreement, Getty Investments L.L.C., Mark Getty, The October 1993 Trust, The Options Settlement (collectively, the “Getty Family Stockholders”) and Koch Icon Investments, LLC (the “Koch Investor”) executed and delivered to Getty Images a written consent in lieu of a meeting (the “Getty Images written consent”) approving the issuance of shares of Getty Images common stock in connection with the merger as contemplated by the merger agreement (the “Getty Images stock issuance”). The Getty Family Stockholders and the Koch Investor collectively own approximately 66% of the outstanding shares of Getty Images common stock, thereby constituting a majority of the outstanding shares of Getty Images common stock. As a result, no further action by any Getty Images stockholder is required in connection with the approval by Getty Images stockholders of the Getty Images stock issuance, which is the only Getty Images stockholder approval required in connection with the merger.

Getty Images has not solicited and will not be soliciting its stockholders’ authorization or approval of the merger agreement or the merger, including the Getty Images stock issuance. Getty Images is furnishing this Notice of Stockholder Action by Written Consent and this information statement and proxy statement/prospectus to provide its stockholders with material information concerning the actions taken in connection with the Getty Images written consent in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation 14C. Further, this Notice of Stockholder Action by Written Consent and this information statement and proxy statement/prospectus shall constitute notice, pursuant to

Section 228(e) of the General Corporation Law of the State of Delaware to Getty Images’ stockholders who have not consented in writing to the actions set forth in the Getty Images written consent and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been January 7, 2025, the date the Getty Images written consent was delivered to Getty Images.

The enclosed information statement and proxy statement/prospectus provides a detailed description of the merger, the documents related to the merger, and other related matters. We urge you to read the information statement and proxy statement/prospectus, including any documents incorporated in the information statement and proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

Shutterstock, Inc.

350 Fifth Avenue, 20th Floor
New York, New York 10118

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2025

To the Stockholders of Shutterstock, Inc.:

Shutterstock, Inc. (“Shutterstock”) will hold a special meeting of holders of common stock of Shutterstock (“Shutterstock stockholders”) virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/SSTK2025SM, on June 10, 2025, at 10:00 a.m. Eastern Time (the “Shutterstock special meeting”) to consider and vote upon the following matters:

•        a proposal to adopt the Agreement and Plan of Merger, dated as of January 6, 2025, as it may be amended from time to time (the “merger agreement”), by and among Getty Images Holdings, Inc., a Delaware corporation (“Getty Images”), Grammy Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Getty Images (“Merger Sub 2”), Grammy Merger Sub 3, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Getty Images (“Merger Sub 3”), Shutterstock, Grammy HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Shutterstock (“HoldCo”), and Grammy Merger Sub One, Inc., Delaware corporation and a direct wholly owned subsidiary of HoldCo (“Merger Sub 1”), a copy of which is attached as Annex A, pursuant to which and subject to the terms and conditions therein, (i) Merger Sub 1 will be merged with and into Shutterstock with Shutterstock surviving such merger as a wholly owned subsidiary of HoldCo (the “first merger”), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the “LLC conversion”), and (ii) Merger Sub 2 will be merged with and into Holdco (the “second merger” and, collectively with the first merger and LLC conversion, the “merger”) with HoldCo surviving the second merger as a wholly owned subsidiary of Getty Images (the “merger proposal”);

•        a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Shutterstock’s named executive officers that is based on or otherwise relates to the merger (the “non-binding compensation proposal”); and

•        a proposal to approve one or more adjournments of the Shutterstock special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve the merger proposal, to ensure that any supplement or amendment to this information statement and proxy statement/prospectus is timely provided to Shutterstock stockholders or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “adjournment proposal”).

Shutterstock will transact no other business at the Shutterstock special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the board of directors of Shutterstock (the “Shutterstock board”). Please refer to the information statement and proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Shutterstock special meeting.

Shutterstock has fixed the close of business on April 25, 2025 as the record date for the Shutterstock special meeting. Only Shutterstock stockholders of record at that time are entitled to notice of, and to vote at, the Shutterstock special meeting, or any adjournment or postponement of the Shutterstock special meeting. The list of Shutterstock stockholders entitled to vote at the Shutterstock special meeting will be available at our headquarters for examination by any Shutterstock stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Shutterstock special meeting. If you would like to examine the list of Shutterstock stockholders of record, please contact Shutterstock’s Corporate Secretary at 350 Fifth Avenue, 20th Floor, New York, New York 10118 to

schedule an appointment or request access. During the Shutterstock special meeting, Shutterstock stockholders will be able to examine the list of the stockholders entitled to vote at the Shutterstock special meeting by following the instructions on the live webcast. Stockholders of record will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/SSTK2025SM and entering the control number printed on your proxy card or voting instruction form that accompanied your proxy materials.

Approval of the merger proposal requires the affirmative vote a majority in voting power of the issued and outstanding shares of common stock, $0.01 par value per share, of Shutterstock (the “Shutterstock common stock”), entitled to vote on thereon. If you do not vote on the merger proposal or if you “ABSTAIN” from voting on it, it will have the same effect as a vote by you “AGAINST” the merger proposal. Approval of each of the non-binding compensation proposal and the adjournment proposal requires the affirmative “FOR” votes of a majority of the votes cast, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote thereon. If you do not vote or if you “ABSTAIN” from voting on the non-binding compensation proposal or the adjournment proposal, it will have no effect on the voting results for such proposals.

The Shutterstock board has unanimously (i) approved the terms of the merger agreement and the merger contemplated thereby, (ii) determined that it is advisable to enter into the merger agreement, and (iii) approved the execution and delivery by Shutterstock of the merger agreement, the performance by Shutterstock of its covenants and agreements contained therein and the consummation of the transactions upon the terms and subject to the conditions contained in the merger agreement. The Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, if necessary or appropriate, including to solicit additional votes for approval of the merger proposal. 

Your vote is very important. Getty Images and Shutterstock cannot complete the merger unless Shutterstock’s stockholders adopt the merger proposal.

Regardless of whether you plan to attend (via the Internet) the Shutterstock special meeting, please vote as soon as possible either: (1) via the Internet at proxyvote.com (see proxy card for instructions); (2) by telephone (see proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Shutterstock special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction form furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the Shutterstock special meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a legal proxy from the bank, brokerage firm or nominee to vote at the Shutterstock special meeting.

Jonathan Oringer, founder and executive chairman of the Shutterstock board, owns approximately 30.7% of Shutterstock common stock entitled to vote at the Shutterstock special meeting, and has agreed with Getty Images to vote in favor of the merger proposal at the Shutterstock special meeting, including if it is adjourned to a later date (the “voting and support agreement”), a copy of which is attached as Annex B. Mr. Oringer has also agreed with Getty Images to vote his shares against certain alternative transaction proposals and not to sell or transfer his shares until the closing of the merger. The voting and support agreement will terminate if the merger agreement terminates.

The enclosed information statement and proxy statement/prospectus provides a detailed description of the Shutterstock special meeting, the merger, the documents related to the merger and other related matters. We urge you to read the information statement and proxy statement/prospectus, including any documents incorporated in the information statement and proxy statement/prospectus by reference, and its annexes carefully and in their entirety before voting. In particular, see the section titled “Risk Factors” beginning on page 16.

This information statement and proxy statement/prospectus relates only to the Shutterstock special meeting in connection with the merger. If the merger has not already been completed, we will separately be holding an annual meeting of stockholders in 2025, which is unrelated to the proposed merger.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the Shutterstock special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this information statement and proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger or the Shutterstock special meeting. Additional important information is also contained in the documents incorporated by reference into this information statement and proxy statement/prospectus. Please see “Where You Can Find More Information.”

General

Q:     What is the merger?

A:     Getty Images and Shutterstock have entered into an Agreement and Plan of Merger, dated as of January 6, 2025 (the “merger agreement”). Under the merger agreement subject to the terms and conditions set forth therein, (i) Grammy Merger Sub One, Inc., a direct wholly owned subsidiary of Grammy HoldCo, Inc. (“HoldCo”), a direct wholly owned subsidiary of Shutterstock, will be merged with and into Shutterstock with Shutterstock surviving as a wholly owned subsidiary of HoldCo (the “first merger”), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the “LLC conversion”), and (ii) Grammy Merger Sub 2, Inc., a wholly owned subsidiary of Getty Images (“Merger Sub 2”), will be merged with and into Holdco with HoldCo surviving as a wholly owned subsidiary of Getty Images (the “second merger” and, collectively with the first merger and LLC conversion, the “merger”). Immediately following the second merger, Holdco will merge with and into Grammy Merger Sub 3, LLC, a direct wholly owned subsidiary of Getty Images (“Merger Sub 3”), with Merger Sub 3 surviving such merger as a wholly owned subsidiary of Getty Images (the “third merger”). A copy of the merger agreement is included in this information statement and proxy statement/prospectus as Annex A.

If the merger is completed, Shutterstock stockholders will receive aggregate consideration of (i) an amount in cash equal to the product of $9.50 and the number of shares of common stock, par value $0.01 per share, of Shutterstock (the “Shutterstock common stock”) outstanding immediately prior to the effective time (the “effective time”) of the second merger (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total cash amount”); and (ii) a number of shares of Class A Common Stock, par value $0.0001 per share, of Getty Images (the “Getty Images common stock”) equal to the product of 9.17 and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total stock amount” and, together with the total cash amount, the “merger consideration”).

Each holder of shares of Shutterstock common stock will be entitled to elect to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (i) cash consideration of $9.50 and 9.17 shares of Getty Images Common Stock (a “mixed election”); (ii) cash consideration of $28.8487 (a “cash election”); or (iii) 13.67237 shares of Getty Images common stock (a “stock election”). If no election is made by a holder, each of such holder’s shares of Shutterstock common stock will be treated as having made a mixed election. Each of the total cash amount and the total stock amount will be fixed as of immediately prior to the effective time. Cash elections will be subject to proration if cash elections are oversubscribed and stock elections will be subject to proration if stock elections are oversubscribed. No fractional shares of Getty Images common stock will be issued in connection with the merger, and Shutterstock stockholders who would otherwise be entitled to a fraction of a share of Getty Images common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded down to the nearest whole cent), without interest, representing such Shutterstock stockholder’s proportionate interest in the net proceeds from the sale by the exchange agent, on behalf of all such Shutterstock stockholders, of the fractional shares of Getty Images Common Stock that would otherwise be issued to such Shutterstock stockholders in connection with the merger.

Although the average number of shares of Getty Images common stock that Shutterstock stockholders will receive per share of Shutterstock common stock is fixed, the market value of the merger consideration will fluctuate with the market price of Getty Images common stock and will not be known at the time Shutterstock stockholders vote on the merger. Based on the closing price per share of Getty Images common stock on the New York Stock Exchange (“NYSE”) on January 6, 2025, the last trading day before public announcement of the merger, Shutterstock stockholders would receive total merger consideration (i) with an implied value

of approximately $33.07 per share after giving effect to a mixed election, (ii) with an implied value of approximately $35.14 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. Based on the closing price per share of Getty Images common stock on April 25, 2025, the latest practicable trading day before the date of the enclosed information statement and proxy statement/prospectus, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $27.47 per share after giving effect to a mixed election, (ii) with an implied value of approximately $26.80 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. We urge you to obtain current market quotations for shares of Getty Images common stock (NYSE:GETY) and shares of Shutterstock common stock (NYSE:SSTK).

Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

The merger cannot be completed unless, among other things, Shutterstock stockholders approve the merger proposal.

Q:     Why am I receiving this information statement and proxy statement/prospectus?

A:     We are delivering this information statement and proxy statement/prospectus to you because it is (i) an information statement being used by the board of directors of Getty Images (the “Getty Images board”) to provide Getty Images stockholders with notice of the Getty Images written consent and material information concerning the actions taken in connection with the Getty Images written consent, and (ii) a proxy statement being used by the board of directors of Shutterstock (the “Shutterstock board”) to solicit proxies of Shutterstock stockholders in connection with approval of the merger agreement and related matters. In order to adopt the merger agreement and related matters, Shutterstock has called a special meeting of its stockholders (the “Shutterstock special meeting”). This information statement and proxy statement/prospectus serves as the proxy statement for the Shutterstock special meeting and describes the proposals to be presented at the Shutterstock special meeting.

Finally, this information statement and proxy statement/prospectus is also a prospectus that is being delivered to Shutterstock stockholders because, in connection with the merger, Getty Images will be issuing to Shutterstock stockholders shares of Getty Images common stock as consideration.

For Getty Images stockholders, this information statement and proxy statement/prospectus contains important information about the merger and the other actions taken in connection with the Getty Images written consent and serves as your notice pursuant to Section 228(e) of the DGCL. Getty Images is not asking you for a proxy and you are not requested to send Getty Images a proxy.

For Shutterstock stockholders, this information statement and proxy statement/prospectus contains important information about the merger and the proposals being voted on at the Shutterstock special meeting and important information to consider in connection with an investment in Getty Images common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Shutterstock common stock voted by proxy without attending the Shutterstock special meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

For Getty Images Stockholders

Q:     Has the Getty Images board approved the merger and the other transactions contemplated by the merger agreement, including the Getty Images stock issuance?

A:     After careful consideration of the various factors described in “The Merger — Getty Images’ Reasons for the Merger,” the Getty Images board has unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that it is advisable for Getty Images to enter into the merger agreement, and (iii) approved the execution and delivery by Getty Images of the merger agreement, the performance by Getty Images of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger upon the terms and subject to the conditions contained in the merger agreement, including the issuance of the Getty Images Common Stock in connection with the merger.

Q:     Has Getty Images stockholder approval of the merger and the other transactions contemplated by the merger agreement, including the Getty Images stock issuance, been obtained?

A:     Yes. Following the execution of the merger agreement, Getty Investments L.L.C., Mark Getty, The October 1993 Trust, The Options Settlement (collectively, the “Getty Family Stockholders”) and Koch Icon Investments, LLC (the “Koch Investor”) executed and delivered to Getty Images a written consent in lieu of a meeting (the “Getty Images written consent”) approving the issuance of shares of Getty Images common stock in connection with the merger as contemplated by the merger agreement (the “Getty Images stock issuance”). The Getty Family Stockholders and the Koch Investor collectively own approximately 66% of the outstanding shares of Getty Images common stock, thereby constituting a majority of the outstanding shares of Getty Images common stock. As a result, no further action by any Getty Images stockholder is required in connection with the approval by Getty Images stockholders of the Getty Images stock issuance, which is the only Getty Images stockholder approval required in connection with the merger.

Q:     Why are Getty Images stockholders receiving this information statement and proxy statement/prospectus?

A:     This information statement and proxy statement/prospectus is being provided to you for your information pursuant to Section 14(c) of the Exchange Act and Section 228(e) of the DGCL, to provide you with notice of the Getty Images written consent and material information concerning the actions taken in connection with the merger and the Getty Images written consent. You are urged to read this information statement and proxy statement/prospectus in its entirety. However, no action is required on your part in connection with this information statement and proxy statement/prospectus. Getty Images is not asking you for a proxy and you are requested not to send Getty Images a proxy.

Q:     What will Getty Images stockholders receive in the merger?

A:     If the merger is completed, Getty Images stockholders will not receive any merger consideration and will continue to hold the shares of Getty Images common stock that they currently hold. As a result of the Getty Images stock issuance, however, the overall ownership percentage of the Getty Images stockholders in the combined company will be diluted. Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

Q:     How will the merger affect outstanding equity awards granted by Getty Images?

A:     If the merger is completed, outstanding equity awards granted by Getty Images will continue to be subject to the same terms and conditions as in effect prior to the merger.

For Shutterstock Stockholders

Q:     Why am I receiving this information statement and proxy statement/prospectus?

A:     Shutterstock is sending these materials to Shutterstock stockholders to help them decide how to vote their shares of Shutterstock common stock, and to solicit proxies from them, with respect to the adoption of the merger agreement providing for the acquisition of Shutterstock by Getty Images and with respect to the other proposals to be considered at the Shutterstock special meeting to be held on June 10, 2025.

Q:     What are Shutterstock stockholders being asked to vote on at the Shutterstock special meeting?

A:     Shutterstock is soliciting proxies from its stockholders with respect to the following proposals:

•        Proposal 1 — The Merger Proposal:    the proposal to adopt the merger agreement, which is further described in the sections titled “The Merger Agreement” beginning on page 91 and a copy of which is attached to this information statement and proxy statement/prospectus as Annex A;

•        Proposal 2 — The Non-Binding Compensation Proposal:    the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of Shutterstock that is based on or otherwise relates to the merger; and

•        Proposal 3 — The Adjournment Proposal:    the proposal to adjourn the Shutterstock special meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies in favor of the merger proposal.

Q:     What will Shutterstock stockholders receive in the merger?

A:     If the merger is completed, Shutterstock stockholders will receive aggregate consideration of (i) an amount in cash equal to the product of $9.50 and the number of shares of common stock, par value $0.01 per share, of Shutterstock (the “Shutterstock common stock”) outstanding immediately prior to the effective time (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total cash amount”); and (ii) a number of shares of Class A Common Stock, par value $0.0001 per share, of Getty Images (the “Getty Images common stock”) equal to the product of 9.17 (the “Mixed Election Exchange Ratio”) and the number of shares of Shutterstock common stock outstanding immediately prior to the effective time (including in respect of vested Shutterstock restricted stock units and performance stock units) (the “total stock amount” and, together with the total cash amount, the “merger consideration”).

Each holder of shares of Shutterstock common stock will be entitled to elect to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (i) cash consideration of $9.50 and 9.17 shares of Getty Images Common Stock (a “mixed election”); (ii) cash consideration of $28.8487 (a “cash election”); or (iii) 13.67237 shares of Getty Images common stock (a “stock election”). If no election is made by a holder, each of such holder’s shares of Shutterstock common stock will be treated as having made a mixed election. Each of the total cash amount and the total stock amount will be fixed as of immediately prior to the effective time. Cash elections will be subject to proration if cash elections are oversubscribed and stock elections will be subject to proration if stock elections are oversubscribed, as more fully described herein under “The Merger Agreement — Merger Consideration — Proration.”

No fractional shares of Getty Images common stock will be issued in connection with the merger, and Shutterstock stockholders who would otherwise be entitled to a fraction of a share of Getty Images common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded down to the nearest whole cent), without interest, representing such Shutterstock stockholder’s proportionate interest in the net proceeds from the sale by the exchange agent, on behalf of all such Shutterstock stockholders, of the fractional shares of Getty Images common stock that would otherwise be issued to such Shutterstock stockholders in connection with the merger.

Although the average number of shares of Getty Images common stock that Shutterstock stockholders will receive per share of Shutterstock common stock is fixed, the market value of the merger consideration will fluctuate with the market price of Getty Images common stock and will not be known at the time Shutterstock stockholders vote on the merger. Based on the closing price per share of Getty Images common stock on the New York Stock Exchange (“NYSE”) on January 6, 2025, the last trading day before public announcement of the merger, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $33.07 per share after giving effect to a mixed election, (ii) with an implied value of approximately $35.14 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. Based on the closing price per share of Getty Images common stock on April 25, 2025, the latest practicable trading day before the date of the enclosed information statement and proxy statement/prospectus, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $27.47 per share after giving effect to a mixed election, (ii) with an implied value of approximately $26.80 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. We urge you to obtain current market quotations for shares of Getty Images common stock (NYSE:GETY) and shares of Shutterstock common stock (NYSE:SSTK).

Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

The merger cannot be completed unless, among other things, Shutterstock stockholders approve the merger proposal.

Q:     How do I make an election to receive cash, Getty Images common stock or mixed consideration?

A:     Each holder of record of Shutterstock common stock will, until the election deadline, be entitled to make a mixed election, cash election or stock election, as described above, subject to proration procedures described herein and in further detail in the merger agreement attached as Annex A to this information statement and proxy statement/prospectus. At least 20 business days prior to the anticipated election deadline, Getty Images will provide a form of election to each holder of record of Shutterstock common stock in order to enable the holder thereof to exercise his, her or its right to make an election. To be effective, a form of election must be properly completed, signed and submitted to the exchange agent by the election deadline. The “election deadline” is 5:00 p.m., New York City time, on the date that is five business days preceding the anticipated closing date of the merger (or such other date that the parties to the merger agreement agree).

If you own Shutterstock common stock in “street name” through a bank, brokerage firm or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election.

Holders of Shutterstock common stock who fail to make an election or who make an untimely election (or who otherwise are deemed not to have submitted an effective form of election), will be deemed to have made a mixed election. After an election is validly made, any subsequent transfer of shares of Shutterstock common stock will automatically revoke such election. The exchange agent will determine, in its reasonable discretion, whether any election is properly made, changed or revoked in respect of any shares of Shutterstock common stock.

Do NOT submit any stock certificates (or evidence of shares in book-entry form) with your proxy card. For more information regarding the election procedure, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 92 of this information statement and proxy statement/prospectus.

Q:     What do I do if I want to revoke my election?

A:     You may change or revoke your election at any time during the election period, by written notice to the exchange agent prior to the election deadline or by withdrawal of your Shutterstock stock certificates (or of the guarantee of delivery of such stock certificates), if applicable, previously deposited with the exchange agent prior to the election deadline.

Q:     What happens if I do not make a valid merger consideration election?

A:     If you do not return a properly completed election form by the election deadline, your shares of Shutterstock common stock will be considered “non-election.” If a non-election is made by a holder, each of such holder’s shares of Shutterstock common stock will be treated as having made an election for mixed consideration.

Q:     If I make a valid merger consideration election, could I receive a form of merger consideration that I did not elect to receive?

A:     Yes. Shares of Shutterstock common stock electing the oversubscribed form of merger consideration will be allocated the undersubscribed consideration pursuant to the proration and adjustment procedures. Accordingly, there is no guarantee that you will receive your elected form of merger consideration for all of your shares of Shutterstock common stock.

Q:     How will the merger affect Shutterstock Equity Awards?

A:     Prior to the effective time of the first merger (the “initial effective time”), each of Shutterstock and HoldCo will take all actions as may be necessary so that at the initial effective time, each Shutterstock RSU award, Shutterstock PSU award, Shutterstock option (each as defined below) (collectively, the “Shutterstock equity awards”) will automatically be converted into an equity award covering that number of shares of HoldCo common stock equal to the number of shares of Shutterstock common stock subject to such Shutterstock equity award. All terms and conditions applicable to the Shutterstock equity awards immediately prior to the initial effective time will, except as provided in the immediately preceding sentence, remain in effect immediately after the initial effective time. HoldCo will remain subject to the obligations of Shutterstock with respect to all Shutterstock equity awards immediately after the initial effective time.

At the effective time, (i) each award of restricted stock units (other than Shutterstock PSU Awards, as defined below) in respect of shares of Shutterstock common stock (a “Shutterstock RSU award”) that is vested and outstanding as of immediately prior to the effective time or, pursuant to its terms in effect as of the date of the merger agreement, would become vested as of the effective time, will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock RSU award, the merger consideration (as if the holders of such Shutterstock RSU awards held shares of Shutterstock common stock, and subject to the election and proration mechanics described in the information statement and proxy statement/prospectus), less applicable tax withholding or other authorized deductions, and (ii) each outstanding award of performance stock units in respect of shares of Shutterstock common stock (each, a “Shutterstock PSU award”) that is vested and outstanding as of immediately prior to the effective time will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock PSU award, the merger consideration (as if the holders of such Shutterstock PSU awards held shares of Shutterstock common stock, and subject to the election and proration mechanics described in the information statement and proxy statement/prospectus), less applicable tax withholding or other authorized deductions.

At the effective time, each outstanding and unexercised option to purchase shares of Shutterstock common stock (a “Shutterstock option” and together with Shutterstock RSU awards and Shutterstock PSU awards, the “Shutterstock equity awards”) will be assumed by Getty Images and converted into an option to acquire shares of Getty Images common stock (a “converted Getty Images option”) on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each Shutterstock option immediately prior to the effective time, except that (i) the number of shares of Getty Images common stock, rounded down to the nearest whole number of shares of Getty Images common stock, subject to the converted Getty Images option will be equal to the product of (A) the number of shares of Shutterstock common stock subject to the Shutterstock option immediately prior to the effective time multiplied by (B) the equity award exchange ratio (as defined below) and (ii) the per share exercise price of the converted Getty Images option, rounded up to the nearest whole cent, will be equal to the quotient of (A) the exercise price per share of Shutterstock common stock at which the Shutterstock option was exercisable immediately prior to the effective time, divided by (B) the equity award exchange ratio, which means the sum of (1) the mixed election exchange ratio and (2) the quotient of the mixed election per share cash consideration divided by the 10-day average closing stock price of Getty Images common stock for the period ending two business days prior to the closing as quoted on NYSE.

With respect to each Shutterstock RSU award and Shutterstock PSU award that is outstanding immediately prior to the effective time and that is not converted into a right to receive the merger consideration, at the effective time, such Shutterstock RSU award and Shutterstock PSU award will be assumed by Getty Images and converted into a time-based award (a “converted RSU award” or “converted PSU award” as applicable) in respect of (i) an amount in cash equal to the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by the mixed election per share consideration and (ii) that number of shares of Getty Images common stock rounded down to the nearest whole number of shares of Getty Images common stock, equal to the product of (A) the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award as of immediately prior to the effective time (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by (B) the mixed election exchange ratio. Each converted RSU award and converted PSU award will continue to have and will be subject to the same terms and conditions as applied to the corresponding Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time, except converted PSU awards will only be subject to the time-based vesting through the applicable vesting date of the Shutterstock PSU award (which will be the vesting date set forth in the applicable award agreement governing the Shutterstock PSU award without giving effect to any determination related to performance achievement).

At the effective time, Getty Images will assume all the obligations of Shutterstock under the Shutterstock equity incentive plans, and the number and kind of shares available for issuance under the Shutterstock equity incentive plans will be adjusted to reflect shares of Getty Images Common Stock in accordance with the provisions of the Shutterstock equity incentive plans.

Q:     What equity stake will Shutterstock stockholders hold in Getty Images immediately following the merger?

A:     Upon the completion of the merger, based on the common shares outstanding as of April 25, 2025, the most recent practicable date for which such information was available, the aggregate consideration payable by Getty Images would consist of $335 million in cash and 323.3 million shares of Getty Images common stock (not including the impact of unvested Shutterstock equity holders and not assuming any vesting of currently-unvested Shutterstock equity holdings). Upon the completion of the merger, based on the common shares outstanding as of April 25, 2025, the most recent practicable date for which such information was available, Getty Images stockholders will own approximately 53.0% and Shutterstock stockholders will own approximately 47.0% of the combined company on a fully diluted basis.

For more details on the merger consideration and the treatment of Shutterstock equity awards, see “The Merger Agreement — Merger Consideration” beginning on page 92 and “The Merger Agreement — Merger Consideration — Treatment of Equity Awards” beginning on page 94.

Q:     What are the U.S. federal income tax consequences of the merger to Shutterstock stockholders?

A:     For a discussion of the U.S. federal income tax considerations of the merger, see the discussion set forth in the section entitled “U.S. Federal Income Tax Considerations” beginning on page 127.

Q:     What will happen to Shutterstock as a result of the merger?

A:     If the merger is completed, Shutterstock will be converted into a Delaware limited liability company in the LLC conversion and will become an indirect wholly owned subsidiary of Getty Images as a result of the second merger. As a result of the merger, Shutterstock will no longer be a publicly held company and Shutterstock common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Q:     If I am a Shutterstock stockholder, how will I receive the merger consideration to which I become entitled?

A:     If you hold Shutterstock common stock represented by a certificate, then following the completion of the merger, the exchange agent will forward to you a form letter of transmittal to be completed, signed and mailed by you to the exchange agent, unless previously completed in connection with a mixed election, cash election or stock election. Upon receipt by the exchange agent of your properly completed, signed and dated letter of transmittal, the certificate (or certificates) evidencing the shares of Getty Images common stock you are entitled to receive, together with a check representing the cash portion of the merger consideration (if any) and any cash in lieu of fractional shares you are entitled to receive, will be sent to you. If you are a holder of Shutterstock common stock in book-entry form, you will not be required to take any specific action to receive the merger consideration, although you will receive a form of election and may make an election to receive cash, Getty Images common stock or mixed consideration, subject to proration. After the effective time, shares of Shutterstock common stock held in book-entry form will be automatically exchanged for the merger consideration. For more information regarding the election procedure, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 92 of this information statement and proxy statement/prospectus.

Q:     If I am a Shutterstock stockholder, should I send in my Shutterstock stock certificate(s) now?

A:     No. Please do not send in your Shutterstock stock certificate(s) with your proxy. You should submit your Shutterstock stock certificates with your election form. If a Shutterstock stockholder who holds Shutterstock common stock in certificated form does not submit its, his or her stock certificate(s) with the election form, such Shutterstock stockholder will be sent materials after the merger closes to effect the exchange of such stockholder’s Shutterstock common stock for the merger consideration. See “The Merger Agreement — Payment and Issuance of Merger Consideration; Surrender of Company Certificates.”

Q:     Will the value of the merger consideration change between the date of this information statement and proxy statement/prospectus and the time the merger is completed?

A:     Yes. Although the average number of shares of Getty Images common stock that Shutterstock stockholders will receive per share of Shutterstock common stock is fixed, the market value of the merger consideration will fluctuate between the date of this information statement and proxy statement/prospectus and the completion of

the merger based upon the market price for Getty Images common stock. Any fluctuation in the market price of Getty Images common stock after the date of this information statement and proxy statement/prospectus will change the value of the shares of Getty Images common stock that Shutterstock stockholders will receive.

Based on the closing price per share of $2.57 for the Getty Images common stock on the NYSE on January 6, 2025, the last trading day before public announcement of the merger, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $33.07 per share after giving effect to a mixed election, (ii) with an implied value of approximately $35.14 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. Based on the closing price per share of Getty Images common stock on April 25, 2025, the latest practicable trading day before the date of the enclosed information statement and proxy statement/prospectus, Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $27.47 per share after giving effect to a mixed election, (ii) with an implied value of approximately $26.80 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. We urge you to obtain current market quotations for shares of Getty Images common stock (NYSE:GETY) and shares of Shutterstock common stock (NYSE:SSTK).

Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

The merger cannot be completed unless, among other things, Shutterstock stockholders approve the merger proposal.

Q:     How does the Shutterstock board recommend that I vote at the Shutterstock special meeting?

A:     The Shutterstock board unanimously recommends that you vote “FOR” the merger proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

Q:     When and where will the Shutterstock special meeting take place?

A:     The Shutterstock special meeting will be held virtually via live webcast on the Internet on June 10, 2025, at 10:00 a.m. Eastern Time. The Shutterstock special meeting will be held solely via live webcast and there will not be a physical meeting location. Shutterstock stockholders will need the control number provided on the proxy card or voting instruction form in order to participate in the special meeting. Shutterstock stockholders will be able to attend the Shutterstock special meeting online and vote their shares electronically during the meeting.

Q:     What do l need to do now?

A:     After you have carefully read this information statement and proxy statement/prospectus and have decided how you wish to vote your shares of Shutterstock common stock, please vote your shares promptly so that your shares are represented and voted at the Shutterstock special meeting. A list of stockholders as of the record date will be available for inspection at the special meeting and for ten days before the special meeting, in each case upon request to our Corporate Secretary.

Q:     How do I vote?

A:     You may vote by mail or follow any alternative voting procedure described on the proxy card. To use an alternative voting procedure, follow the instructions on each proxy card that you receive.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Shutterstock special meeting. Alternatively, you may vote by proxy by signing, dating and returning the proxy card, over the Internet or by telephone. Whether or not you plan to attend (via the Internet) the Shutterstock special meeting, we urge you to vote by proxy to ensure your

vote is counted. Even if you have submitted a proxy before the Shutterstock special meeting, you may still attend the Shutterstock special meeting and vote via the Internet. In such case, your previously submitted proxy will be disregarded.

•        Vote by Mail:    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

•        Vote by Internet:

(i)     Before the Meeting:    Go to www.proxyvote.com or scan the QR Barcode on your proxy card to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 9, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

(ii)    During The Meeting:    Go to www.virtualshareholdermeeting.com/SSTK2025SM. You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed on the proxy card and follow the instructions.

•        Vote by Phone:    1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 9, 2025. Have your proxy card in hand when you call and then follow the instructions.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote (via the Internet) at the Shutterstock special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Q:     What happens if I sell my shares of Shutterstock common stock before the special meeting?

A:     The record date is earlier than both the date of the special meeting and the closing of the merger. If you transfer your shares of Shutterstock common stock after the record date but before the special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares. In order to receive the merger consideration, you must hold your shares through the effective time.

Q:     What constitutes a quorum for the Shutterstock special meeting?

A:     The presence at the Shutterstock special meeting, in person (via the Internet) or by proxy, of holders of a majority of the issued and outstanding Shutterstock common stock entitled to vote as of the record date at the Shutterstock special meeting will constitute a quorum for the transaction of business. All shares of Shutterstock common stock present in person (via the Internet) or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Shutterstock special meeting.

If you hold shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting through a bank, brokerage firm or other nominee, you may instruct your bank, brokerage firm or other nominee to vote your shares by following the instructions that the bank, brokerage firm or nominee provides to you. If you do not provide voting instructions to your brokerage firm, your shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting will not be voted and will not be treated as present for purposes of establishing a quorum.

Q:     What is the vote required to approve each proposal at the Shutterstock special meeting?

A:     Merger proposal:

•        Standard:    Approval of the merger proposal requires the affirmative vote of a majority in voting power of the issued and outstanding shares of Shutterstock common stock entitled to vote on the proposal.

•        Effect of abstentions and broker non-votes:    If you attend the Shutterstock special meeting in person and do not vote or if you submit a proxy card on which you indicate that you abstain from voting, your abstention will count as a vote “AGAINST” the merger proposal. If you are a holder of shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting and you do not attend the Shutterstock special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be treated as present for purposes of establishing a quorum. This will have the effect of a vote “AGAINST” the merger proposal.

Non-binding compensation proposal:

•        Standard:    Approval of the non-binding compensation proposal requires the affirmative “FOR” votes of the holders of a majority of the votes cast, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the non-binding compensation proposal.

•        Effect of abstentions and broker non-votes:    If you attend the Shutterstock special meeting in person and do not vote or if you submit a proxy card on which you indicate that you “ABSTAIN” from voting, your abstention will have no effect on the non-binding compensation proposal. If you are a holder of shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting and you do not attend the Shutterstock special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be treated as present for purposes of establishing a quorum. Assuming a quorum is present at the Shutterstock special meeting, this will have no effect on the non-binding compensation proposal.

Adjournment proposal:

•        Standard:    Assuming a quorum is present, approval of the adjournment proposal requires the affirmative “FOR” votes of the holders of a majority of the votes cast, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the adjournment proposal. If a quorum is not present, the adjournment proposal requires the approval of a majority in voting power of the Shutterstock stockholders present or represented by proxy at the Shutterstock special meeting.

•        Effect of abstentions and broker non-votes:    Assuming a quorum is present, if you attend the Shutterstock special meeting in person and do not vote or if submit a proxy card on which you indicate that you “ABSTAIN” from voting, your abstention will have no effect on the adjournment proposal. If you are a holder of shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting and you do not attend the Shutterstock special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be treated as present for purposes of establishing a quorum. Assuming a quorum is present at the Shutterstock special meeting, this will have no effect on the adjournment proposal. However, assuming a quorum is not present, the failure of any shares present or represented by proxy at the Shutterstock special meeting to vote “FOR” the adjournment proposal will be treated as a vote “AGAINST” the adjournment proposal.

As of April 25, 2025, the record date, Shutterstock directors and executive officers, as a group, owned and were entitled to vote 11,070,254 shares of Shutterstock common stock, or approximately 31.4% of the outstanding shares of Shutterstock common stock. Shutterstock currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this information statement and proxy statement/prospectus, although none of them are obligated to do so, other than Jonathan Oringer with respect to the merger proposal.

Concurrently with the execution of the merger agreement, Jonathan Oringer founder and executive chairman of the Shutterstock board, owns approximately 30.7% of Shutterstock common stock entitled to vote at the Shutterstock special meeting, entered into the voting and support agreement, pursuant to which, subject to certain conditions, Mr. Oringer has committed to vote in favor of the merger proposal at the special meeting, including if it is adjourned to a later date. Mr. Oringer has also agreed with Getty Images to vote his shares against alternative transaction proposals and not to sell or transfer his shares until the closing of the merger. The voting and support agreement will terminate if the merger agreement terminates. See the section titled “The Merger Agreement — The Voting and Support Agreement.”

Q:     What will happen if the non-binding compensation proposal is not approved?

A:     The non-binding compensation proposal is advisory only and not binding on Shutterstock or Getty Images, whether or not the merger is completed. The vote on the non-binding compensation proposal is separate and apart from the vote to adopt the merger agreement and approve the merger and not a condition to the completion of the merger. If the merger is completed, the compensation that is the subject of this proposal may be paid to Shutterstock’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if the Shutterstock stockholders fail to approve the compensation proposal.

Q:     Why is my vote important?

A:     If you do not vote, it will be more difficult for Shutterstock to obtain the necessary quorum to hold the Shutterstock special meeting and to receive the vote necessary to complete the merger. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of a majority in voting power of all issued and outstanding shares of Shutterstock common stock entitled to vote on the proposal. The approval of the non-binding compensation proposal and the adjournment proposal are not required in order to complete the merger. Only Shutterstock stockholders as of the close of business on April 25, 2025 (the “record date”) are entitled to vote at the Shutterstock special meeting. The Shutterstock board unanimously recommends that the Shutterstock stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal. In addition, your failure to submit a proxy or vote at the Shutterstock special meeting, failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote “AGAINST” the merger proposal.

Q:     If my shares of Shutterstock common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

A:     No. Your bank or broker cannot vote your shares of Shutterstock common stock without instructions from you. If your shares of Shutterstock common stock are held in “street name” through a bank, broker or other holder of record, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares of Shutterstock common stock held in street name by returning a proxy card directly to Shutterstock, or by voting over the Internet or by telephone, unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction form for you to use. A so called “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares of Shutterstock common stock should be voted on a particular matter. Under the current rules of the NYSE, brokers, banks or other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be voted on at the Shutterstock special meeting are non-routine matters under applicable stock market exchange rules for which brokers do not have discretionary authority to vote, and therefore it is not expected that there will be any broker non-votes at the Shutterstock special meeting. Further, brokers, banks or other nominees who hold shares of Shutterstock common stock on behalf of their customers may not give a proxy to Shutterstock to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Failure to instruct your bank or broker how to vote will have (i) the same effect as a vote “AGAINST” the merger proposal and (ii) assuming a quorum is present at the Shutterstock special meeting, no effect on the non-binding compensation proposal and adjournment proposal.

Q:     Can I attend the Shutterstock special meeting and vote my shares via the Internet?

A:     Yes. The special meeting will be entirely online. You will not be able to attend the meeting in person. In order to listen to and participate in the special meeting, visit www.virtualshareholdermeeting.com/SSTK2025SM and follow the posted instructions. The webcast will start at 10:00 a.m. Eastern Time on June 10, 2025.

All Shutterstock stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend (via the Internet) the Shutterstock special meeting. Whether or not you plan to attend (via the Internet) the Shutterstock special meeting, we urge you to vote by proxy over the Internet to ensure your vote is counted. Even if you have submitted a proxy before the Shutterstock special meeting, holders of record of Shutterstock common stock may still attend the Shutterstock special meeting and vote via the Internet. In such case, your previously submitted proxy will be disregarded.

Q:     Can I change my vote or revoke my proxy?

A:     Yes. You may change your vote at any time prior to the taking of the vote at the special meeting. If you are a stockholder of record, you may change your vote and grant a new proxy bearing a later date by:

•        signing and returning a new proxy card with a later date;

•        submitting a later-dated vote by telephone or via the Internet (only your last telephone or Internet vote will be counted) by 11:59 p.m. Eastern Time on June 9, 2025;

•        participating in the special meeting and voting again by telephone or via the Internet; or

•        sending a written notice of revocation to the exchange agent or by withdrawing your stock certificates (if applicable) previously deposited with the exchange agent prior to the special meeting.

•        if you hold your shares of Shutterstock common stock in “street name” through a bank, broker, or other holder of record, you should contact your record holder to change your vote.

Q:     What should I do if I receive more than one set of voting materials?

A:     If you receive more than one set of materials, your shares of Shutterstock common stock are registered in more than one name or are registered in different accounts. In order to vote all the shares of Shutterstock common stock you own, you must follow the instructions for voting on each proxy card that you receive by mail or email, which include instructions for voting over the Internet, by telephone or by signing, dating and returning each proxy card.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Shutterstock will pay for the proxy solicitation costs related to the special meeting. Shutterstock has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the special meeting. Shutterstock estimates that it will pay D.F. King & Co., Inc. a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Upon request, Shutterstock will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward the special meeting proxy materials to beneficial owners in accordance with applicable rules In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by Shutterstock’s directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.

Q:     Will Shutterstock be required to submit the merger proposal to its stockholders even if the Shutterstock board has withdrawn, modified, or qualified its recommendation?

A:     Yes. Unless the merger agreement is terminated before the Shutterstock special meeting, the merger agreement requires Shutterstock to submit the merger proposal to its stockholders even if the Shutterstock board has withdrawn, modified or qualified its recommendation that Shutterstock stockholders adopt the merger agreement or vote “FOR” the merger proposal.

Q:     Who will tabulate and certify the vote?

A:     Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast at the Shutterstock special meeting, and representatives of Broadridge Financial Solutions, Inc. will act as the Independent Inspector of Election.

Q:     Where can I find the voting results of the Shutterstock special meeting?

A:     The preliminary voting results will be announced at the Shutterstock special meeting. In addition, within four business days following certification of the final voting results, Shutterstock intends to file the final voting results with the SEC on a Current Report on Form 8-K.

For Both Getty Images Stockholders and Shutterstock Stockholders

Q:     Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

A:     Yes. You should read and carefully consider the risks set forth in the section titled “Risk Factors” beginning on page 16. You should also read and carefully consider the risks related to Getty Images and Shutterstock contained in the documents that are incorporated by reference into this information statement and proxy statement/prospectus.

Q:     Are Shutterstock or Getty Images stockholders entitled to appraisal rights?

A:     Holders of Shutterstock common stock who hold their shares through the effective time and do not vote their shares in favor of adoption of the merger agreement and who comply fully with and properly demand appraisal for their shares under the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law, have the right to seek appraisal of the fair value of their shares of Shutterstock common stock, as determined by the Delaware Court of Chancery, if the merger is completed. The “fair value” of shares of Shutterstock common stock as determined by the Delaware Court of Chancery may be more than, less than, or equal to the value of the merger consideration that Shutterstock stockholders would otherwise be entitled to receive under the terms of the merger agreement. Shutterstock stockholders also should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Holders of Shutterstock common stock who wish to preserve any appraisal rights they may have, must so advise Shutterstock by submitting a written demand for appraisal prior to the vote to adopt the merger agreement and approve the transactions contemplated thereby, and must not vote in favor of the merger proposal and otherwise follow fully the procedures prescribed by Section 262 of the DGCL. For further information, see “The Merger — Appraisal Rights in the Merger.”

Pursuant to Section 262 of the DGCL, Getty Images stockholders are not entitled to appraisal rights in connection with the Getty Images stock issuance.

Q:     When do you expect to complete the merger?

A:     Getty Images and Shutterstock expect to complete the merger in the second half of 2025. However, neither Getty Images nor Shutterstock can assure you of if or when the merger will be completed. Getty Images and Shutterstock must obtain the approval of the merger proposal by the Shutterstock stockholders at the Shutterstock special meeting as well as necessary regulatory approvals, the extension or refinancing of Getty Images’ existing debt obligations in addition to satisfying certain other closing conditions. For further information, see “Risk Factors — Risks Related to the Merger”, “The Merger — Regulatory Approvals Required for the Merger” and “The Merger Agreement — Conditions to Completion of the Merger,” beginning on pages 18, 89 and 120 of this information statement and proxy statement/prospectus.

The closing conditions can be waived by the applicable parties to the extent permitted by applicable law, but no party is required to waive any closing conditions. If the parties were to waive any closing conditions, such waiver may have an adverse effect on Shutterstock and Getty Images and their respective stockholders. For a summary of the potential risks relating to the merger, see the section titled “Risk Factors — Risks Relating to the Merger” beginning on page 18.

Q:     What happens if the merger is not completed?

A:     If the merger is not completed, Shutterstock stockholders will not receive any merger consideration for their shares of Shutterstock common stock in connection with the merger. Instead, Shutterstock will remain an independent, public company and Shutterstock common stock will continue to be listed and traded on the NYSE.

The merger agreement may be terminated upon the mutual consent of Getty Images and Shutterstock. In addition, either Getty Images or Shutterstock may terminate the merger agreement in certain circumstances, including if (i) the merger is not completed by January 6, 2026, subject to successive automatic extensions until as late as October 6, 2026 in accordance with the terms of the merger agreement, (ii) certain governmental entities have issued a final and non-appealable governmental order or enacted a law prohibiting the merger or making the closing of the merger illegal, (iii) the Shutterstock stockholders do not approve the merger proposal agreement, or (iv) the other party is in breach of the merger agreement in a manner that would result in a failure of an applicable closing condition (subject to the applicable cure period set forth in the merger agreement).

In addition, Getty Images may terminate the merger agreement if, prior to approval of the merger proposal, the Shutterstock board makes an adverse recommendation change.

In addition, Shutterstock may terminate the merger agreement (i) if, prior to approval of the merger proposal, Shutterstock receives a superior proposal and, substantially concurrently with the termination of the merger agreement, enters into a definitive agreement in respect of such superior proposal and pays the termination fee described below to Getty Images or (ii) if Getty Images does not complete a refinancing or extension of the maturity date of certain Getty Images indebtedness or obtain the financing necessary to fund the cash portion of the merger consideration and other amounts due at closing (the “financing termination right”).

See “The Merger Agreement — Termination of the Merger Agreement” for a complete discussion of the circumference under which the parties can terminate the merger agreement.

If the merger agreement is terminated under certain specified circumstances, including in connection with Shutterstock’s entry into a superior proposal or following Getty Images’ termination in response to an adverse recommendation change by the Shutterstock board, Shutterstock will be required to pay Getty Images a termination fee in the amount of $32.7 million.

If the merger agreement is terminated (i) by Getty Images will be required to pay Shutterstock a termination fee in the amount of $32.7 million under certain specified circumstances if Getty Images enters into a superior proposal within twelve (12) months of termination that is thereafter consummated and (ii) by Shutterstock pursuant to the financing termination right, Getty Images will be required to pay Shutterstock a termination fee in the amount of $40.0 million. In no event will Getty Images be required to pay both termination fees.

See “The Merger Agreement — Termination Fee” for a complete discussion of the circumstances under which any such termination fee or expense reimbursement amount will be required to be paid.

Q:     Whom should I contact with questions?

A:     Getty Images stockholders:    If you have any questions concerning the merger or this information statement and proxy statement/prospectus, or would like additional copies of this information statement and proxy statement/prospectus, please contact Getty Images’ Investor Relations department at 605 5th Ave S. Suite 400, Seattle, WA 98104, Attention: Investor Relations or via email at investorrelations@gettyimages.com.

Shutterstock stockholders:    If you have any questions concerning the merger or this information statement and proxy statement/prospectus, would like additional copies of this information statement and proxy statement/prospectus, or need help voting your shares of Shutterstock common stock, please contact Corporate Secretary at Shutterstock, Inc., 350 Fifth Avenue, 20th Floor, New York, New York 10118, or Shutterstock’s proxy solicitor, D.F. King & Co., Inc., toll-free at (1-888-605-1956) or via email at SSTK@dfking.com.

Q:     How can I find more information about Shutterstock and Getty Images?

A:     You can find more information about Shutterstock and Getty Images from various sources described in the section titled “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this information statement and proxy statement/prospectus, including statements concerning Getty Images, Shutterstock, the merger and other matters, should be considered forward-looking within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements, other than historical facts, are forward-looking statements. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, financings or otherwise, based on current beliefs and involve numerous risks and uncertainties, many of which are beyond the control of Getty Images and Shutterstock, that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur or the timing thereof. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,” “could,” “might,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology, but not all forward-looking statements include such identifying words. The forward-looking statements in this information statement and proxy statement/prospectus relate to, among other things, obtaining applicable regulatory and stockholder approvals on a timely basis or otherwise, satisfying other closing conditions to the proposed transaction, on a timely basis or otherwise, the expected tax treatment of the transaction, the expected timing of the transaction, and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. Important factors that could cause actual results to differ materially from such forward-looking statements include, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; interloper risk; failure to satisfy other closing conditions to the transaction or to complete the transaction on anticipated terms and timing (or at all); negative effects of the announcement of the transaction on the ability of Shutterstock or Getty Images to retain and hire key personnel and maintain relationships with customers, suppliers and others who Shutterstock or Getty Images does business, or on Shutterstock or Getty Images’ operating results and business generally; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, as expected (or at all), or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the transaction will harm business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties in connection with the transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the transaction; the potential impact of the announcement or consummation of the transaction on Getty Images’, Shutterstock’s or the combined company’s relationships with suppliers, customers, employers and regulators; demand for the combined company’s products; potential changes in the Getty Images stock price that could negatively impact the value of the consideration offered to the Shutterstock stockholders; the occurrence of any event that could give rise to the termination of the proposed transaction; and Getty Images’ ability to complete any refinancing of its debt or new debt financing on a timely basis, on favorable terms or at all; and other risks and uncertainties discussed in the section entitled “Risk Factors” beginning on page 16 and as set forth from time to time under the sections captioned “Risk Factors” in Getty Images’ and Shutterstock’s reports and other documents filed with the SEC from time to time, including their Annual Reports on Form 10-K and any Quarterly Reports on Form 10-Q. Getty Images and Shutterstock undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by applicable law. All written and oral forward-looking statements concerning the merger or other matters addressed in this information statement and proxy statement/prospectus and attributable to Getty Images, Shutterstock, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this information statement and proxy statement/prospectus.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this information statement and proxy statement/prospectus, including, among others, the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” Shutterstock stockholders should be carefully consider the following risks before deciding whether to vote in favor of the with the merger proposal and the other proposals described in this information statement and proxy statement/prospectus. You should also read and consider the risks associated with each of the businesses of Getty Images and Shutterstock, which can be found under Part I, Item 1A. “Risk Factors” in each of Getty Images’ and Shutterstock’s Annual Report on Form 10-K for the year ended December 31, 2024, together with any updated or supplemented risk factors and other information that may be contained in each of Getty Images’ and Shutterstock’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, in each case, incorporated by reference into this information statement and proxy statement/prospectus. Please see “Where You Can Find More Information.”

Summary Risk Factors

The following is a summary of some of the principal (i) risks related to the merger, (ii) risks related to ownership of Getty Images common stock and (iii) risks related to the combined company following the merger.

•        Risks Related to the Merger

•        The pendency of the proposed merger may cause disruption in Getty Images’ and Shutterstock’s businesses.

•        Getty Images and Shutterstock are subject to certain restrictive interim operating covenants during the pendency of the merger.

•        Completion of the merger is subject to certain conditions contained in the merger agreement, and if these conditions are not satisfied or waived, the merger will not be completed.

•        The merger agreement contains provisions that could discourage a potential competing acquirer of either Shutterstock or Getty Images.

•        Completion of the merger is subject to the expiration of applicable waiting periods and the receipt of certain regulatory approvals.

•        The merger may divert the attention of Getty Images’ and Shutterstock’s management and could disrupt respective ongoing business operations of Getty Images and Shutterstock.

•        Legal proceedings against Getty Images or Shutterstock could result in an injunction preventing the completion of the merger or a judgment resulting in the payment of damages.

•        Completion of the merger may trigger change in control or other provisions in certain agreements to which Shutterstock is a party, which may have an adverse impact on Getty Images’ business and results of operations after the merger.

•        Shutterstock may waive one or more of the closing conditions without re-soliciting stockholder approval.

•        Failure to complete the merger in a timely manner or at all could negatively impact the market price of Getty Images’ and Shutterstock’s common stock, as well as Getty Images’ and Shutterstock’s respective future businesses and financial conditions.

•        Getty Images did not have committed financing sufficient to complete the merger as of the date of the merger agreement.

•        Shutterstock has no consent right as to the terms of the new debt financing or existing debt modifications Getty Images expects to obtain in connection with the merger, and such terms may be unfavorable to Getty Images and the combined company.

•        If the second merger and the third merger, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, Getty Images and Shutterstock stockholders may be required to pay substantial U.S. federal income taxes.

•        Risks Relating to Ownership of Getty Images Common Stock

•        Because the exchange ratio is fixed and the market price of Getty Images common stock may fluctuate, Shutterstock stockholders cannot be sure of the market value of the stock consideration they will receive in connection with the merger.

•        Shutterstock stockholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value than the form of consideration that they elect to receive.

•        The market price of Getty Images common stock may be volatile and will continue to fluctuate after the merger.

•        The value of Getty Images’ common stock may be materially adversely affected by additional issuances of common stock by Getty Images or sales by Getty Images’ principal stockholders.

•        The market price of Getty Images common stock after the merger is completed may be affected by factors different from those affecting shares of Shutterstock common stock before the merger is completed.

•        The merger may not be accretive and may cause dilution to Getty Images’ earnings per share, which may negatively affect the market price of Getty Images common stock.

•        Shutterstock stockholders will have a reduced ownership and voting interest in Getty Images as compared to their ownership and voting interest in Shutterstock and will exercise less influence over management.

•        The shares of Getty Images common stock to be received by Shutterstock stockholders as a result of the merger will have different rights from the shares of Shutterstock common stock.

•        Shutterstock stockholders will be forfeiting all rights with respect to their shares of Shutterstock common stock other than the right to receive the merger consideration.

•        Shutterstock directors and officers have interests in the transaction that differ from, or are in addition to, the interests of Shutterstock stockholders generally.

•        Risks Relating to the Combined Company Following the Merger

•        Getty Images may be unable to successfully integrate Shutterstock’s operations and may not realize the anticipated benefits of the merger.

•        The future results of the combined company will suffer if it does not effectively manage its expanded operations following the merger.

•        The combined company is expected to incur substantial expenses related to the merger and the integration of Getty Images and Shutterstock.

•        Uncertainties associated with the merger may cause a loss of management personnel and other key employees of Getty Images and Shutterstock.

•        The unaudited pro forma condensed combined financial information included in this information statement and proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations after the merger.

•        The prospective financial information relating to Getty Images and Shutterstock in connection with the merger are based on various financial assumptions, estimates, projections and synergies that are inherently subject to substantial uncertainty and may not be realized.

•        The opinions obtained by Getty Images’ board and Shutterstock’s board from their respective financial advisors do not and will not reflect changes in circumstances after the date of such opinions.

•        Following the closing, the combined company will be bound by all of the obligations and liabilities of both Getty Images and Shutterstock.

•        Getty Images will incur new indebtedness in connection with the merger, and the combined company’s substantial indebtedness could have a negative impact on its financing options and liquidity position, which could adversely affect its financial health and ability to execute its business strategy. Such new indebtedness may be incurred on unfavorable terms, which may adversely affect the results of operations and financial condition of the combined company.

•        Changes in legislation, regulation and government policy may have a material adverse effect on the combined company’s business.

•        Concentration of ownership among the combined company’s principal stockholders may limit other stockholders’ ability to influence corporate matters.

Risks Related to the Merger

The pendency of the proposed merger may cause disruption in Getty Images’ and Shutterstock’s businesses.

Uncertainty about the effect of the merger on Getty Images’ and Shutterstock’s stockholders, employees, suppliers, service providers and other third parties may have an adverse effect on Getty Images and Shutterstock. The pendency of the proposed merger could cause disruptions to Getty Images’ and Shutterstock’s businesses or business relationships, which could have an adverse impact on Getty Images’ and Shutterstock’s results of operations and financial conditions. The adverse effects of the pendency of the merger could be exacerbated by any undue delays in completion of the merger or termination of the merger agreement.

Current and prospective employees of Getty Images and Shutterstock may experience uncertainty about their roles within the combined company, which may have an adverse effect on the ability of each of Getty Images and Shutterstock to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of Getty Images and Shutterstock to the same extent that Getty Images and Shutterstock have previously been able to attract or retain their own employees.

Parties with which Getty Images or Shutterstock have business relationships, including customers, employees, third-party content suppliers and licensors, third-party service providers and third-party distribution channels, may be uncertain as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with Getty Images or Shutterstock. Parties with whom Getty Images or Shutterstock otherwise may have sought to establish business relationships may seek alternative relationships with third parties.

Getty Images and Shutterstock have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the merger. Getty Images and Shutterstock may also incur unanticipated costs in connection with Shutterstock’s integration with Getty Images’ business. The substantial majority of these costs will be non-recurring expenses relating to the merger, and many of these costs are payable regardless of whether or not the merger is consummated. Getty Images and Shutterstock could be subject to litigation related to the proposed merger, which could prevent or delay the consummation of the merger and result in significant costs and expenses.

Getty Images and Shutterstock are subject to certain restrictive interim operating covenants during the pendency of the merger.

The merger agreement restricts Getty Images and Shutterstock from taking specified actions without the other party’s prior written consent until the merger is completed or the merger agreement is terminated. See “The Merger Agreement — Other Covenants” beginning on page 116 of this information statement and proxy statement/prospectus for a description of the restrictive covenants applicable to Getty Images and Shutterstock. These restrictions and

others more fully described in the merger agreement may affect Getty Images’ and Shutterstock’s ability to execute their respective business strategies and attain their financial and other goals and may impact Getty Images’ and Shutterstock’s businesses, results of operations and financial conditions.

While the merger is pending, Getty Images and Shutterstock intend to continue to grow their businesses, which will entail the continued recruiting, training and retaining of key personnel and qualified employees, particularly sales leadership and sales personnel, as well as maintaining relationships with customers, suppliers and others with whom Getty Images and Shutterstock do business. Restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions, and any disruption to or perceived uncertainty of their respective business plans and operations may make it more difficult for Getty Images and Shutterstock to execute their growth strategies, which could negatively impact their businesses, results of operations and financial conditions.

Completion of the merger is subject to certain conditions contained in the merger agreement, and if these conditions are not satisfied or waived, the merger will not be completed.

The obligations of Getty Images and Shutterstock to complete the merger are subject to the satisfaction or waiver (if permissible under applicable law) of a number of conditions, including among others, (i) the adoption of the merger agreement by Shutterstock stockholders; (ii) the effectiveness of the registration statement on Form S-4 of which this information statement and proxy statement/prospectus forms a part and the mailing of the information statement to Getty Images stockholders at least 20 business days prior to the closing; (iii) the absence of any order, injunction or other order or law in certain jurisdictions prohibiting the merger or making the closing of the merger illegal; (iv) the expiration of the applicable waiting period (and extensions thereof) under the HSR Act and the receipt of other regulatory approvals deemed necessary or advisable; (v) the shares of Getty Images common stock to be issued in the merger having been approved for listing on the NYSE and (vi) Getty Images having obtained the existing debt modifications. For a more complete summary of the required regulatory approvals and the closing conditions, see “The Merger — Regulatory Approvals Required for the Merger” and “The Merger Agreement — Conditions to Completion of the Merger” beginning on pages 89 and 120, respectively, of this information statement and proxy statement/prospectus.

There can be no assurance that the merger will be completed in a timely manner or at all. Many of the closing conditions set forth in the merger agreement are not within the control of Getty Images or Shutterstock, and neither Getty Images nor Shutterstock can predict when or if these conditions will be satisfied. Further, there can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed without unanticipated delay or at all. The process of satisfying such conditions, including seeking the necessary regulatory approvals, could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause each of Getty Images and Shutterstock to incur additional costs and expenses and/or not realize all of the benefits that each of Getty Images and Shutterstock expects to achieve if the merger is successfully completed within the expected timeframe.

In addition, if any of these conditions are not satisfied or waived by January 6, 2026 (or, if all closing conditions, other than certain conditions set forth in the merger agreement related to regulatory approvals, have been satisfied or waived, by October 6, 2026), either Getty Images or Shutterstock may terminate the merger agreement and choose not to proceed with the transactions. Getty Images and Shutterstock may also terminate the merger agreement in certain other circumstances. Specifically, prior to receipt of Shutterstock stockholder approval, (i) Getty Images may terminate the merger agreement at any time following an adverse change of recommendation by the Shutterstock board and (ii) Shutterstock may terminate the merger agreement in order to accept a superior proposal. In addition, upon termination of the merger agreement under certain circumstances, Getty Images may be required to pay Shutterstock a termination fee of $32.7 million or, in certain circumstances, $40.0 million, and Shutterstock may be required to pay Getty Images a termination fee of $32.7 million. In addition, at any time prior to the effective time, the merger agreement may be terminated and the transactions may be abandoned by the mutual written consent of Getty Images and Shutterstock, whether before or after receipt of Shutterstock stockholder approval. See “The Merger Agreements — Termination of the Merger Agreement” beginning on page 122 of this information statement and proxy statement/prospectus.

The merger agreement contains provisions that could discourage a potential competing acquirer of either Shutterstock or Getty Images.

The merger agreement contains “no-shop” provisions that, subject to limited exceptions, restrict each of Shutterstock’s and Getty Images’ ability to solicit, initiate, or knowingly encourage and facilitate competing third-party proposals for the acquisition of their company’s stock or assets. In addition, before the board of directors of the company that has received certain competing third-party acquisition proposals withdraws, qualifies or modifies its recommendation on the merger or terminates the merger agreement to enter into a third-party acquisition proposal, the other party generally has an opportunity to offer to modify the terms of the merger. In some circumstances, upon termination of the merger agreement, one of the parties will be required to pay a termination fee. See the sections entitled “The Merger Agreement — No-Shop by Shutterstock; Change in Recommendation” beginning on page 108, “The Merger Agreement — No-Shop by Getty Images; Change in Recommendation” beginning on page 112, “The Merger Agreement — Termination of the Merger Agreement” beginning on page 122 and “The Merger Agreement — Transaction Expenses and Termination Fee” beginning on page 123.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Shutterstock or Getty Images from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the merger, or might otherwise result in a potential third-party acquirer proposing to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Completion of the merger is subject to the expiration of applicable waiting periods and the receipt of certain regulatory approvals, and if such approvals are not granted or are granted with conditions, completion of the merger will be jeopardized.

The completion of the merger is conditioned upon, among other things, the expiration of the applicable waiting period (and extensions thereof) under the HSR Act and the receipt of other regulatory approvals deemed necessary or advisable, and there can be no assurance that the relevant waiting period will expire or be terminated or that the relevant approvals will be obtained. Although Getty Images and Shutterstock have agreed to use reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required regulatory approvals, such governmental authorities may impose conditions, terms, obligations or restrictions or require divestitures or place restrictions on the conduct of the combined company’s business after completion of the merger. There can be no assurance that regulators will not challenge the transaction judicially or impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing completion of the merger or imposing additional material costs on or materially limiting the revenues of the combined company following the merger, or otherwise adversely affecting, including to a material extent, the combined company’s business, results of operations and financial condition after completion of the merger. If Getty Images or Shutterstock is required to divest assets or businesses, there can be no assurance that Getty Images or Shutterstock will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. Neither Getty Images nor Shutterstock can provide assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the merger.

The merger may divert the attention of Getty Images’ and Shutterstock’s management and could disrupt respective ongoing business operations of Getty Images and Shutterstock.

Each of Getty Images and Shutterstock has expended, and expects to continue to expend, significant management resources to complete the merger. The pursuit of the merger and the preparation for Shutterstock’s integration with Getty Images’ business is expected to place a significant burden on Getty Images’ and Shutterstock’s management and internal resources. The diversion of managements’ attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect Getty Images’ and Shutterstock’s businesses, results of operations and financial conditions.

Legal proceedings against Getty Images or Shutterstock could result in an injunction preventing the completion of the merger or a judgment resulting in the payment of damages.

Potential plaintiffs may file lawsuits challenging the proposed merger. The occurrence and outcome of any such litigation is uncertain. As of April 25, 2025, Getty Images and Shutterstock have received several demand letters from purported Shutterstock stockholders in connection with the merger. The letters allege disclosure deficiencies in the

preliminary information statement and proxy statement/prospectus filed on March 31, 2025 with the SEC soliciting Shutterstock stockholders’ approval of the merger agreement and demands that additional disclosures be made before Shutterstock stockholders vote on the merger.

Getty Images and Shutterstock believe they have substantial defenses in connection with the claims asserted in the demand letters. Getty Images and Shutterstock may receive additional stockholder demand letters or complaints may be filed in courts related to the merger in the future.

If any litigation challenging the merger arises and remains unresolved, such lawsuits could prevent or delay completion of the merger and result in substantial cost to Getty Images and/or Shutterstock, including any costs associated with the indemnification of their respective directors and officers. It is a condition to closing under the merger agreement that no court or other governmental entity shall have issued, enforced or entered an order, decree or injunction that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the merger or the other transactions contemplated by the merger agreement. If any lawsuit is filed challenging the merger and is successful in obtaining an injunction preventing the parties to the merger agreement from consummating the merger, such injunction may delay or prevent the closing. As such, if plaintiffs are successful in obtaining an injunction prohibiting the consummation of the merger or the other transactions contemplated by the merger agreement, then such injunction may prevent the merger from being completed, or from being completed within the expected timeframe.

Even if such legal proceedings are without merit, the defense or settlement of any legal proceedings or future litigation could be time-consuming and expensive, divert the attention of Getty Images’ and/or Shutterstock’s management away from their regular business and, if any one of these legal proceedings or any future litigation is adversely resolved against either Getty Images or Shutterstock, such proceedings or litigation could have a material adverse effect on Getty Images’ and Shutterstock’s respective business, results of operations or financial condition.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Shutterstock is a party, which may have an adverse impact on Getty Images’ business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Shutterstock is a party. If Getty Images and Shutterstock are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Getty Images and Shutterstock are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Shutterstock or Getty Images following the transaction.

Shutterstock may waive one or more of the closing conditions without re-soliciting stockholder approval.

Shutterstock may determine to waive, in whole or part, one or more of the conditions to closing prior to Shutterstock being obligated to consummate the Merger. Any determination whether to waive any conditions to closing, or to re-solicit stockholder approval to amend or supplement this proxy statement/prospectus as a result of such a waiver, will be made by Shutterstock at the time of such waiver based on the facts and circumstances as they exist at that time.

Failure to complete the merger in a timely manner or at all could negatively impact the market price of Getty Images’ and Shutterstock’s common stock, as well as Getty Images’ and Shutterstock’s respective future businesses and financial conditions.

The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the merger, which are described in the section entitled “The Merger Agreement — Conditions to Completion of the Merger.” There can be no assurance that all of the conditions to the merger will be so satisfied or waived. If these conditions are not satisfied or waived, Getty Images and Shutterstock will be unable to complete the merger.

If the merger is not completed for any reason or if there is unanticipated or undue delay in the completion of the merger, Getty Images’ and Shutterstock’s ongoing businesses may be adversely affected and could be subject to a number of negative consequences, including, among others, the following:

•        Getty Images and Shutterstock may experience negative reactions from the financial markets, including negative impacts on the market price of Getty Images common stock and Shutterstock common stock, including a decline in stock prices to the extent that the current market price reflects an assumption that the merger will be completed;

•        Getty Images and Shutterstock may experience negative reactions from their customers, suppliers and other third parties;

•        Getty Images and Shutterstock may experience negative reactions from their employees and may have difficulty retaining key management personnel or other key employees,

•        Getty Images and Shutterstock may be subject to litigation, which could result in significant costs and expenses;

•        Getty Images and Shutterstock will have expended time and resources that could otherwise have been spent on Getty Images’ and Shutterstock’s existing businesses and the pursuit of other opportunities that could have been beneficial to each company, and Getty Images’ and Shutterstock’s ongoing businesses and financial results may be adversely affected; and

•        the merger agreement places certain restrictions on the conduct of Getty Images’ and Shutterstock’s businesses prior to completion of the merger, the waiver of which is subject to the respective consent of Shutterstock and Getty Images, as applicable (not to be unreasonably withheld, conditioned or delayed), which may prevent Getty Images or Shutterstock from making certain acquisitions, taking certain other specified actions or otherwise pursuing certain business opportunities during the pendency of the merger that may be beneficial (see “The Merger Agreement — Conduct of the Business Pending the Closing”).

If the merger is not completed without undue or unanticipated delay or at all, there can be no assurance that these risks will not materialize and will not materially adversely affect Getty Images’ or Shutterstock’s stock prices, businesses, results of operations and financial conditions.

In addition to the above risks, if the merger agreement is terminated and either party’s board seeks an alternative transaction, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

Getty Images did not have committed financing sufficient to complete the merger as of the date of the merger agreement. Getty Images expects to obtain financing in connection with the merger and may refinance certain existing indebtedness as a condition to the closing of the merger and cannot guarantee that it will be able to obtain such financing or to refinance such existing indebtedness on favorable terms or at all.

Getty Images did not have committed financing sufficient to complete the merger as of the date of the merger agreement. Getty Images anticipates that the funds needed to complete the merger will be derived from a combination of (i) available cash on hand and (ii) third-party debt financing. In addition, Getty Images has agreed, as a condition to the closing of the merger, to obtain the existing debt modifications. Getty Images’ ability to obtain any such new debt financing or the existing debt modifications will depend on, among other factors, prevailing market conditions and other factors beyond Getty Images’ control. There can be no assurance that Getty Images will be able to obtain any new debt financing or the existing debt modifications on acceptable terms or at all, and any such failure could adversely affect its results of operations and financial condition. Getty Images’ obligation to complete the merger is not conditioned upon the receipt of any new debt financing or having obtained the existing debt modifications. See “The Merger Agreement — Other Covenants — Financing” on page 120 if this information statement and proxy statement/prospectus.

Shutterstock may terminate the merger agreement within three business days after the expiration of the 15-business day marketing period, subject to certain exceptions and limitations set forth in the merger agreement, if, at such time, Getty Images has not obtained (i) the applicable new debt financing necessary to fund, among other things, the cash consideration or (ii) the existing debt modifications. See “The Merger Agreement — Termination of the Merger Agreement” beginning on page 122 of this information statement and proxy statement/prospectus.

Shutterstock has no consent right as to the terms of the new debt financing or existing debt modifications Getty Images expects to obtain in connection with the merger, and such terms may be unfavorable to Getty Images and the combined company.

Getty Images expects to obtain third-party debt financing in connection with the merger. In addition, Getty Images has agreed, as a condition to the closing of the merger, to obtain the existing debt modifications. Such terms will depend on, among other factors, prevailing market conditions and other factors beyond Getty Images’ control, and therefore may be unfavorable to Getty Images and the combined company. Shutterstock has no consent right over the terms of any such third-party debt financing or the existing debt modifications.

If the second merger and the third merger, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, Getty Images and Shutterstock stockholders may be required to pay substantial U.S. federal income taxes.

Shutterstock’s obligation to effect the merger is conditioned upon the delivery by White & Case, counsel to Shutterstock (or by Skadden, counsel to Getty Images), of an opinion that the second merger and the third merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code (the “Tax Opinion”). The Tax Opinion will be based on factual representations contained in officer’s certificates provided by, among others, Getty Images and Shutterstock, representations and covenants contained in the Merger Agreement, and certain customary assumptions. If any of the representations, covenants or assumptions on which the Tax Opinion is based is or becomes incorrect, incomplete or inaccurate or is otherwise not complied with, the validity of the Tax Opinion may be adversely affected and the U.S. federal income tax consequences of the merger could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a challenge to the conclusions reflected in the Tax Opinion. Shutterstock and Getty Images do not intend to request a ruling from the IRS regarding any aspects of the U.S. federal income tax consequences of the merger. If the IRS or a court determines that the merger should not be treated as described in the opinion, a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations” beginning on page 127) would generally recognize gain or loss for U.S. federal income tax purposes upon the exchange of Shutterstock common stock for Getty Images common stock in the merger. For more information on the U.S. federal income tax consequences of the merger, see the section entitled “U.S. Federal Income Tax Considerations” beginning on page 127.

Risks Relating to Ownership of Getty Images Common Stock

Because the exchange ratio is fixed and the market price of Getty Images common stock may fluctuate, Shutterstock stockholders cannot be sure of the market value of the stock consideration they will receive in connection with the merger.

At the effective time, each share of Shutterstock common stock issued and outstanding immediately prior to the effective time (other than canceled shares and any dissenting shares) will be converted into the right to receive, at the election of each Shutterstock stockholder and without interest and less any applicable withholding: (i) $28.84870 in cash, (ii) 13.672337 shares of Getty Images common stock or (iii) a combination of (A) $9.50 in cash and (B) 9.17 shares of Getty Images common stock, in each case subject to proration as necessary to ensure that neither the aggregate amount of cash election consideration nor the aggregate amount of stock election consideration exceeds the maximum cash election consideration or the maximum stock election consideration, respectively. No fractional shares of Getty Images common stock will be issued in connection with the transaction, and Shutterstock stockholders will receive cash in lieu of fractional shares of Getty Images common stock. See “The Merger Agreement — Merger Consideration” beginning on page 92 of this information statement and proxy statement/prospectus.

The exchange ratio is fixed and will only be adjusted in certain limited circumstances (including recapitalization, reclassification, stock splits or combinations, exchanges, mergers, consolidations or readjustments of shares, or stock dividends or similar transactions involving Getty Images or Shutterstock) and the value of the stock consideration will depend on the market price of Getty Images common stock at the time the merger is completed. Time will elapse from the date of the merger agreement, when the exchange ratio was established, and each of the date of this information statement and proxy statement/prospectus, the date on which Shutterstock stockholders vote to approve the Shutterstock merger proposal, the election deadline and the date on which Shutterstock stockholders entitled to receive shares of Getty Images common stock actually receive the merger consideration.

The market value of Getty Images common stock may fluctuate and ultimately decline during and after these periods as a result of a variety of factors, many of which are outside of the control of Getty Images and, consequently, at the time Shutterstock stockholders must decide whether to adopt the merger proposal and at the time Shutterstock stockholders must make an election as to the merger consideration, they will not know the actual market value of the stock consideration they will receive when the merger is completed. The actual value of any merger consideration received by Shutterstock stockholders at the completion of the merger (other than cash) will depend on the market value of the shares of Getty Images common stock at that time. The price of Getty Images common stock has fluctuated during the period between the date the merger agreement was executed and the date of this information statement and proxy statement/prospectus and may continue to change through the date of the Shutterstock special meeting and the

date the merger is completed. For example, based on the range of closing prices of Getty Images common stock during the period from January 6, 2025, the last full trading day before the public announcement of the merger, through April 25, 2025, the latest practicable trading date before the date of this information statement and proxy statement/prospectus, the exchange ratio represented the market value of the merger consideration for a mixed election ranging from a high of $44.94 to a low of $20.96 for each share of Shutterstock common stock. The actual market value of the Getty Images common stock received by holders of Shutterstock common stock upon completion of the merger may be outside this range.

These variations could result from changes in the business, operations or prospects of Getty Images or Shutterstock prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Getty Images or Shutterstock. At the time of the Shutterstock special meeting, Shutterstock stockholders will not know with certainty the value of the shares of Getty Images common stock that they will receive upon completion of the merger.

Shutterstock stockholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value than the form of consideration that they elect to receive.

The merger consideration is subject to proration to ensure that neither the aggregate amount of cash election consideration nor the aggregate amount of stock election consideration exceeds the maximum cash election consideration or the maximum stock election consideration, respectively. Accordingly, some of the merger consideration a Shutterstock stockholder receives may differ from the type of consideration selected and such difference may be significant. For additional information regarding the proration mechanism, please the section titled “The Merger Agreement — Merger Consideration” and for additional information regarding the U.S. federal income tax consequences of the merger, please see the section entitled “U.S. Federal Income Tax Considerations.”

The market price of Getty Images common stock may be volatile and will continue to fluctuate after the merger.

Upon completion of the merger, holders of Shutterstock common stock who receive stock consideration will become holders of shares of Getty Images common stock. The market price of Getty Images common stock may fluctuate significantly following completion of the merger and holders of Shutterstock common stock could lose some or all of the value of their investment in Getty Images common stock. In addition, the occurrence of significant price and volume fluctuations in the stock market could have a material adverse effect on the market for, or liquidity of, Getty Images common stock, regardless of its actual operating performance.

The value of Getty Images’ common stock may be materially adversely affected by additional issuances of common stock by Getty Images or sales by Getty Images’ principal stockholders.

Any future issuances or sales of Getty Images’ common stock by Getty Images will be dilutive to holders of Getty Images common stock. Getty Images had 413,417,168 shares of common stock issued and outstanding as of April 25, 2025. Following the merger, the Getty Family Stockholders, the Koch Investor and Jonathan Oringer will collectively hold approximately 373.9 million shares of Getty Images common stock as of April 25, 2025 (assuming Mr. Oringer receives the mixed election consideration in the merger), and are entitled to rights with respect to registration of all such shares under the Securities Act pursuant to a registration rights agreement. Sales of substantial amounts of Getty Images common stock in the public or private market, a perception in the market that such sales could occur or the issuance of securities exercisable or convertible into Getty Images common stock, could adversely affect the prevailing price of Getty Images common stock.

The market price of Getty Images common stock after the merger is completed may be affected by factors different from those affecting shares of Shutterstock common stock before the merger is completed.

Upon completion of the merger, certain holders of Shutterstock common stock will become holders of Getty Images common stock.

Shutterstock’s business prior to the merger is independent of and different from that of Getty Images and, accordingly, the results of operations of Getty Images may be affected by factors different from those currently affecting the results of operations of Shutterstock. Following the completion of the merger, Shutterstock will be part of a larger company, so decisions affecting Shutterstock may be made in respect of the larger combined business as a whole rather than the Shutterstock business individually. As a result, the market price of Getty Images common stock may fluctuate significantly following the closing and holders of Shutterstock common stock could lose the value of their investment in Getty Images common stock. For further discussion of the businesses of Getty Images and Shutterstock and some important factors to consider in connection with those businesses, see the documents incorporated by reference into this information statement and proxy statement/prospectus, the locations for which are listed in the section entitled “Where You Can Find More Information” beginning on page 180 of this information statement and proxy statement/prospectus.

The merger may not be accretive and may cause dilution to Getty Images’ earnings per share, which may negatively affect the market price of Getty Images common stock.

Getty Images currently anticipates that the merger will be accretive to earnings per share beginning in year two post-closing of the merger. This expectation is based on preliminary estimates which may materially change. Getty Images could also encounter additional transaction-related costs or other factors such as the failure to realize all of the benefits anticipated in the merger. All of these factors could cause dilution to Getty Images’ earnings per share or decrease or delay the expected accretive effect of the merger and cause a decrease in the market price of Getty Images common stock.

Shutterstock stockholders will have a reduced ownership and voting interest in Getty Images as compared to their ownership and voting interest in Shutterstock and will exercise less influence over management.

Currently, Shutterstock stockholders have the right to vote in the election of the Shutterstock board and the power to approve or reject any matters requiring stockholder approval under Delaware law and the Shutterstock certificate of incorporation and bylaws. Upon completion of the merger, each Shutterstock stockholder who receives shares of Getty Images common stock will become a stockholder of Getty Images with a percentage ownership of Getty Images that is smaller than the Shutterstock stockholder’s current percentage ownership of Shutterstock. Based on the fully diluted number of shares of Getty Images common stock and shares of Shutterstock common stock as of April 25, 2025 and the mixed election exchange ratio of 9.17, it is expected that Getty Images stockholders will hold approximately 53.0%, and Shutterstock stockholders will hold approximately 47.0%, of the fully diluted shares of the combined company immediately after the merger, without giving effect to any shares of Getty Images common stock held by Shutterstock stockholders prior to the completion of the merger.

Consequently, even if all former Shutterstock stockholders voted together on all matters presented to Getty Images stockholders from time to time, the former Shutterstock stockholders would exercise significantly less influence over Getty Images after the completion of the merger relative to their influence over Shutterstock prior to the completion of the merger, and thus would have a less significant impact on the approval or rejection of future Getty Images proposals submitted to a stockholder vote.

The shares of Getty Images common stock to be received by Shutterstock stockholders as a result of the merger will have different rights from the shares of Shutterstock common stock.

At the effective time, Shutterstock stockholders, other than Shutterstock stockholders who elected to receive cash consideration (assuming the aggregate cash consideration payable does not exceed the maximum cash election consideration), will become holders of Getty Images common stock and their rights as stockholders will be governed by Getty Images’ Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The rights associated with Shutterstock common stock are different from the rights associated with Getty Images common stock.

For a comparison of the material differences between the rights associated with Getty Images common stock and Shutterstock common stock, see “Description of Capital Stock of Getty Images” and “Comparison of Getty Images Stockholders’ and Shutterstock Stockholders’ Rights” beginning on pages 164 and 169, respectively, of this information statement and proxy statement/prospectus.

Shutterstock stockholders will be forfeiting all rights with respect to their shares of Shutterstock common stock other than the right to receive the merger consideration, including the right to participate directly in any earnings or future growth of Shutterstock.

If the merger is completed, Shutterstock stockholders will cease to have any equity interest in Shutterstock and will not participate in its earnings or any future growth, except indirectly through ownership of shares of Getty Images common stock, including any shares received as part of the merger consideration.

Shutterstock directors and officers have interests in the transaction that differ from, or are in addition to, the interests of Shutterstock stockholders generally.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Shutterstock stockholders should recognize that some of the officers and directors of Shutterstock have interests in the merger that are different from, or in addition to, the interests of Shutterstock stockholders. These interests include, among others, agreements that certain officers have entered into with Shutterstock that provide for the acceleration of Shutterstock equity awards in the event the officer experiences a qualifying termination of employment within a specified period following a change of control of Shutterstock, and cash severance payments and/or other benefits payable to Shutterstock’s executive officers upon a termination without cause or for good reason in connection with the merger. In addition, the executive officers and directors of Shutterstock also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The Shutterstock board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Shutterstock stockholders vote “FOR” the merger proposal and “FOR” the non-binding compensation proposal.

For additional information, see “The Merger — Interests of Shutterstock’s Directors and Executive Officers in the Merges” and “The Merger Agreement — Employee Matters.”

Risks Relating to the Combined Company Following the Merger

Getty Images may be unable to successfully integrate Shutterstock’s operations and may not realize the anticipated benefits of the merger.

Getty Images and Shutterstock have operated and, until completion of the merger, will continue to operate, independently. The success of the merger will depend, in part, on Getty Images’ ability to successfully integrate Shutterstock’s operations, and there can be no assurance that the Getty Images’ and Shutterstock’s businesses can be combined in a manner that allows for the achievement of substantial benefits. The failure to successfully integrate and manage the challenges presented by the integration process may result in Getty Images not fully achieving the anticipated benefits of the merger. The combined company must devote significant management attention and financial and other resources to integrating business practices, cultures and operations. If Getty Images is not able to successfully integrate Shutterstock’s business and operations, the anticipated benefits, including synergies, of the merger may not be realized fully or may take longer than expected to be realized.

Potential difficulties that Getty Images may encounter as part of the integration process, many of which may be beyond the control of management, include, but are not limited to, the following:

•        the inability of Getty Images to successfully integrate Shutterstock’s business in a manner that permits the combined company to achieve the full benefits and synergies anticipated to result from the merger;

•        the loss of key employees that may be difficult to replace in the industries in which the combined company operates;

•        the disruption of each company’s ongoing business, which may adversely affect the combined company’s ability to maintain existing relationships with employees, customers, suppliers, third-party resellers, vendors, service providers and strategic partners;

•        integrating complex systems and technologies, including designing and implementing integrated systems, operating procedures, regulatory compliance programs, networks and other assets in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

•        determining whether and how to address possible differences in corporate cultures and management philosophies;

•        diversion of the attention of management and other key employees;

•        integrating the businesses’ administrative and information technology infrastructure;

•        the challenge of integrating workforces and attracting and retaining key personnel while maintaining focus on achieving the combined company’s strategic goals;

•        managing the expanded operations of a significantly larger and more complex company;

•        branding or rebranding initiatives may involve substantial or unanticipated costs and may not be favorably received by customers;

•        the possibility of faulty assumptions underlying expectations about Shutterstock’s prospects as part of the combined company; and

•        resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the merger.

Even if the operations of Getty Images’ business and Shutterstock’s business are integrated successfully, the full benefits of the merger may not be realized. Among the factors considered by the Getty Images and Shutterstock respective boards in connection with their approval of the merger agreement were the synergistic and other benefits that may result from the merger. There can be no assurance that such benefits will be realized within the anticipated timeframe or at all. Additional unanticipated costs, which could be material, may also be incurred in the integration process. Further, it is possible that there could be other unexpected issues, higher than expected costs and an overall post-closing integration process that takes longer than originally anticipated.

The future results of the combined company will suffer if it does not effectively manage its expanded operations following the merger.

Following the merger, the size of the business of the combined company will increase significantly beyond the current size of either Getty Images’ or Shutterstock’s business. The combined company’s future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the merger.

The combined company is expected to incur substantial expenses related to the merger and the integration of Getty Images and Shutterstock.

The combined company is expected to incur substantial expenses in connection with the merger and the integration of Getty Images and Shutterstock. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, payroll, pricing, revenue management, maintenance, marketing and benefits. While Getty Images and Shutterstock have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings. These integration expenses likely will result in the combined company taking significant charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees of Getty Images and Shutterstock, which could adversely affect the future business and operations of the combined company.

Getty Images and Shutterstock are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the merger will depend in part upon the ability to retain key management personnel and other key employees of Getty Images and Shutterstock. Current and prospective employees of Getty Images and Shutterstock may be uncertain about their future roles within the combined company following the merger, which may materially adversely affect the ability of each of Getty Images and Shutterstock to attract and retain key personnel. Accordingly, there can be no assurance that

the combined company will be unable to retain key management personnel and other key employees of Getty Images and Shutterstock to the same extent that Getty Images and Shutterstock have previously been able to attract or retain their own employees.

The unaudited pro forma condensed combined financial information included in this information statement and proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations after the merger.

The unaudited pro forma condensed combined financial information contained in this information statement and proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of the combined company’s financial position or results of operations that would have been achieved had the merger been completed on the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined financial information has been derived from the audited and unaudited historical financing statements of each of Getty Images and Shutterstock and reflects various adjustments, accounting reclassifications, assumptions and preliminary estimates after giving effect to the merger. The actual financial condition and results of operations of the combined company following the closing may not be consistent with, or evident from, the unaudited pro forma condensed combined financial information included herein. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors, some of which are not known at the present time, may affect the combined company’s financial condition or results of operations following the closing. Any potential deterioration in Getty Images’ or Shutterstock’s financial condition or results of operations may cause significant variation in the price of Getty Images’ common stock following the closing. For more information, see “The Merger — Unaudited Prospective Financial Information” beginning on page 57 and “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 134 of this information statement and proxy statement/prospectus.

The prospective financial information relating to Getty Images and Shutterstock in connection with the merger are based on various financial assumptions, estimates, projections and synergies that are inherently subject to substantial uncertainty and may not be realized, which may adversely affect the market price of Getty Images common stock following the merger.

In performing its financial analysis and rendering its opinion regarding the fairness, from a financial point of view, of the merger consideration provided for in the merger agreement, Allen & Company LLC, as financial advisor to Shutterstock, and J.P. Morgan Securities LLC, as financial advisor for Getty Images, relied on, among other things, certain stock market data and financial information of other companies, certain financial information relating to each of Getty Images and Shutterstock, including certain internal financial forecasts, estimates and other financial and operating data relating to each of Getty Images and Shutterstock, as well as potential cost synergies expected to result from the merger. See “The Merger — Unaudited Prospective Financial Information”, beginning on page 57, “The Merger — Opinion of Allen & Company LLC”, beginning on page 72, and “The Merger — Opinion of J.P. Morgan Securities LLC”, beginning on page 62, of this information statement and proxy statement/prospectus. The unaudited prospective financial information of each of Getty Images and Shutterstock was not prepared with a view toward public disclosure, and the unaudited prospective financial information and the estimated cost synergies were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

The unaudited prospective financial information and synergies described in the preceding paragraph were based on numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Getty Images’ and Shutterstock’s businesses, all of which are difficult to predict and many of which are beyond the control of Getty Images and Shutterstock. There can be no assurance that the prospective results and synergies reflected in any of such unaudited prospective financial information will be realized or that actual results will not materially vary from such projections. In addition, such unaudited prospective financial information covers multiple years and such information, by its nature, becomes less predictive with each successive year. The failure of the prospective results or synergies reflected in any of such unaudited prospective financial information to be realized or any deviation of actual results may adversely affect the financial condition of the combined company and, therefore, the market price of Getty Images common stock following completion of the merger.

•        placing the combined company at a competitive disadvantage compared to its competitors with less indebtedness;

•        limiting its ability obtain additional financing in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes; and

•        requiring it to dedicate a substantial portion of its cash flow from operations to make payments on its indebtedness, thereby reducing the ability of its cash flow to fund its other business needs.

Certain of the indebtedness to be incurred in connection with the merger or that may be incurred from time to time in the future may bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect the combined company’s cash flows.

There can be no assurance that Getty Images will be able to obtain any new debt financing on favorable terms, and any such failure could adversely affect the results of operation and financial condition of the combined company.

Changes in legislation, regulation and government policy may have a material adverse effect on the combined company’s business.

Changes in, and uncertainty with respect to, legislation, regulation and government policy at the local, state or federal level or in foreign jurisdictions in which Getty Images and Shutterstock do business may significantly impact the combined company’s business and the industries in which they operate. Specific legislative and regulatory proposals that could have a material impact on the combined company in the future include, but are not limited to, evolving governmental regulation of the internet, both in the United States and abroad, comprehensive privacy and data protection legislation and other data privacy laws, data localization laws, changes to consumer protection laws, including related to the collection, use, processing and storage of personal information; public company reporting requirements; environmental regulation; tax legislation and antitrust enforcement. Any such changes may make it more difficult and/or more expensive for the combined company to operate and may impact the combined company’s ability to utilize the efficiencies and value of its combined global network and could result in increased expenditures, including costs of ongoing compliance, which may make it less profitable or prevent the combined company from providing content licensing to customers or licensing content from contributors located or operating in certain markets. To the extent that any such changes have a negative impact on the combined company or the digital content industry in general, including as a result of related uncertainty, these changes may materially impact the combined company’s business, results of operations, financial condition and cash flows. In particular, the legal and regulatory environment relating to artificial intelligence (“AI”) (including the application of copyright law in the context of AI model training) is uncertain and rapidly evolving, both in the United States and internationally. These evolving laws and regulation may significantly impact our business model and could have a material adverse effect on our operation and financial condition.

Concentration of ownership among the combined company’s principal stockholders may limit other stockholders’ ability to influence corporate matters.

Following the merger, the Getty Family Stockholders, the Koch Investor and Jonathan Oringer will collectively hold approximately 373.9 million shares of Getty Images common stock as of April 25, 2025 (assuming Mr. Oringer receives the mixed election consideration in the merger). As a result, these stockholders, if they act together, will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant control over Getty Images’ management and policies. This concentration of ownership may have the effect of delaying or preventing a change in control of Getty Images or discouraging others from making tender offers for the Getty Images’ common stock, which could prevent stockholders from receiving a premium for their common stock.

Other Risk Factors of Getty Images and Shutterstock

Getty Images and Shutterstock’s businesses are and will be subject to the risks described above. In addition, Getty Images and Shutterstock are, and will continue to be, and the combined company after the merger will be, subject to the risks described in Getty Images and Shutterstock’s Annual Reports on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this information statement and proxy statement/prospectus. Please see “Where You Can Find More Information” beginning on page 180 of this information statement and proxy statement/prospectus for the location of information incorporated by reference into this information statement and proxy statement/prospectus.

INFORMATION ABOUT THE COMPANIES

Getty Images

Getty Images Holdings, Inc.
605 5th Ave S. Suite 400
Seattle, WA 98104
(206) 925-5000

Getty Images Holdings, Inc. is a Delaware corporation headquartered in Seattle, Washington and is the parent company of Getty Images, Inc.

Getty Images is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. Getty Images works with over 583,000 content creators and more than 350 content partners to deliver this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with millions of images dating back to the beginning of photography.

Through its best-in-class creative library and Custom Content solutions, Getty Images helps customers elevate their creativity and entire end-to-end creative process to find the right visual for any need. With the adoption and distribution of generative AI technologies and tools trained on permissioned content that include indemnification and perpetual, worldwide usage rights, Getty Images and iStock customers can use text to image generation to ideate and create commercially safe compelling visuals, further expanding Getty Images capabilities to deliver exactly what customers are looking for.

Getty Images common stock is traded on the NYSE under the symbol “GETY.”

Additional information about Getty Images and its subsidiaries is included in documents incorporated by reference in this information statement and proxy statement/prospectus. Please see “Where You Can Find More Information.”

Shutterstock

Shutterstock, Inc.
350 Fifth Avenue, 20th Floor
New York, NY 10118
(646) 710-3417

Shutterstock, Inc. is a leading global creative platform connecting brands and businesses to high quality content. Shutterstock’s platform brings together users and contributors of content by providing readily-searchable content that its customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to Shutterstock’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage Shutterstock’s platform to assist with the entire creative process from ideation through creative execution. Digital content licensed to Shutterstock’s customers for their creative needs includes images, footage, music, and 3D models. Shutterstock’s content revenues represent the majority of its business and are supported by its searchable creative platform and driven by its large contributor network.

In addition, Shutterstock’s customers have needs that are beyond traditional content license products and services. These include (i) licenses to metadata associated with images, footage, music tracks and 3D models, (ii) distribution and advertising services from Shutterstock’s Giphy business, which consists of GIFs (graphics interchange format visuals) that serve as a critical ingredient in text- and message- based conversations and in contextual advertising settings, (iii) specialized solutions for high-quality content matched with production tools and services through Shutterstock Studios and (iv) other tailored white-glove services.

Shutterstock common stock is traded on the NYSE under the symbol “SSTK.”

Additional information about Shutterstock and its subsidiaries is included in documents incorporated by reference in this information statement and proxy statement/prospectus. Please see “Where You Can Find More Information.”

Grammy HoldCo, Inc.

Grammy HoldCo, Inc.
c/o Shutterstock, Inc.
350 Fifth Avenue, 20th Floor
New York, NY 10118
(646) 710-3417

Grammy HoldCo, Inc., a Delaware corporation, is a wholly owned subsidiary of Shutterstock. HoldCo is newly formed and was organized for the purpose of entering into the merger agreement and effecting the merger. HoldCo has engaged in no business activities to date, and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.

Grammy Merger Sub One, Inc.

Grammy Merger Sub One, Inc.
c/o Shutterstock, Inc.
350 Fifth Avenue, 20th Floor
New York, NY 10118
(646) 710-3417

Grammy Merger Sub One, Inc., a Delaware corporation, is a wholly owned subsidiary of Shutterstock. Merger Sub 1 is newly formed and was organized for the purpose of entering into the merger agreement and effecting the merger. Merger Sub 1 has engaged in no business activities to date, and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.

Grammy Merger Sub 2, Inc.

Grammy Merger Sub 2, Inc.
c/o Getty Images Holdings, Inc.
605 5th Ave S. Suite 400
Seattle, WA 98104
(206) 925-5000

Grammy Merger Sub 2, Inc., a Delaware corporation, is a wholly owned subsidiary of Getty Images. Merger Sub 2 is newly formed and was organized for the purpose of entering into the merger agreement and effecting the merger. Merger Sub 2 has engaged in no business activities to date, and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.

Grammy Merger Sub 3, LLC

Grammy Merger Sub 3, LLC
c/o Getty Images Holdings, Inc.
605 5th Ave S. Suite 400
Seattle, WA 98104
(206) 925-5000

Grammy Merger Sub 3, LLC, a Delaware limited liability company, is a wholly owned subsidiary of Getty Images. Merger Sub 3 is newly formed and was organized for the purpose of entering into the merger agreement and effecting the merger. Merger Sub 3 has engaged in no business activities to date, and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the merger.

THE SHUTTERSTOCK SPECIAL MEETING

General

This information statement and proxy statement/prospectus is first being mailed on or about            , 2025 and constitutes notice of the special meeting in conformity with the requirements of the DGCL and the Shutterstock bylaws.

This information statement and proxy statement/prospectus is being provided to Shutterstock stockholders as part of a solicitation of proxies by the Shutterstock board for use at the special meeting of Shutterstock stockholders and at any adjournments or postponements of such special meeting. This information statement and proxy statement/prospectus provides Shutterstock stockholders with information about the special meeting and should be read carefully in its entirety.

Date, Time and Place of Meeting

The Shutterstock special meeting will be held virtually via live webcast on the Internet on June 10, 2025, at 10:00 a.m. Eastern Time. To virtually participate in the special meeting, visit www.virtualshareholdermeeting.com/SSTK2025SM and enter the control number provided on your proxy card or voting instruction form in order to participate in the special meeting.

Matters to Be Considered

At the Shutterstock special meeting, Shutterstock stockholders will be asked to consider and vote upon the following matters:

•        Proposal 1 — The Merger Proposal:    the proposal to adopt the merger agreement, which is further described in the sections titled “The Merger Agreement” beginning on page 91 and a copy of which is attached to this information statement and proxy statement/prospectus as Annex A;

•        Proposal 2 — The Non-Binding Compensation Proposal:    the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of Shutterstock that is based on or otherwise relates to the merger; and

•        Proposal 3 — The Adjournment Proposal:    the proposal to adjourn the Shutterstock special meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies in favor of the merger proposal.

Recommendation of the Shutterstock Board

The Shutterstock board, has unanimously (i) approved the terms of the merger agreement and the merger contemplated thereby, (ii) determined that it is advisable to enter into the merger agreement, (iii) approved the execution and delivery by Shutterstock of the merger agreement, the performance by Shutterstock of its covenants and agreements contained therein and the consummation of the transactions upon the terms and subject to the conditions contained in the merger agreement, and (iv) resolved to submit the merger agreement to the Shutterstock stockholders and to recommend the adoption of the merger agreement by the Shutterstock stockholders. The Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” the merger proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

Shutterstock Record Date and Quorum

Shutterstock has fixed the close of business on April 25, 2025, as the record date for the Shutterstock special meeting. Only Shutterstock stockholders of record at that time are entitled to notice of, and to vote at, the Shutterstock special meeting, or any adjournment or postponement of the Shutterstock special meeting.

As of the Shutterstock record date, there were 35,253,704 shares of Shutterstock common stock outstanding and entitled to vote at the Shutterstock special meeting. Each share of Shutterstock common stock entitles the holder to one vote at the Shutterstock special meeting on each proposal to be considered at the Shutterstock special meeting.

The presence at the Shutterstock special meeting, in person (via the Internet) or by proxy, of holders of a majority of the issued and outstanding Shutterstock common stock entitled to vote at the Shutterstock special meeting will constitute a quorum for the transaction of business. All shares of Shutterstock common stock present in person (via the Internet) or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Shutterstock special meeting.

Votes Required; Treatment of Abstentions and Failure to Vote

Merger proposal:

•        Standard:    Approval of the merger proposal requires the affirmative vote of a majority in voting power of the issued and outstanding shares of Shutterstock common stock entitled to vote on the merger proposal.

•        Effect of abstentions and broker non-votes:    If you attend the Shutterstock special meeting in person and do not vote or if submit a proxy card on which you indicate that you abstain from voting, your abstention will count as a vote “AGAINST” the merger proposal. If you are a holder of shares of Shutterstock common stock entitled to vote at the Shutterstock special meeting and you do not attend the Shutterstock special meeting in person or return a proxy, or if you hold your shares in “street name” and you do not provide voting instructions to your brokerage firm, your shares will not be voted and will not be treated as present for purposes of establishing a quorum. This will have the effect of a vote “AGAINST” the merger proposal.

Non-Binding Compensation proposal:

•        Standard:    Approval of the non-binding compensation proposal requires the affirmative vote a majority of the votes cast affirmatively or negatively, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the non-binding compensation proposal.

•        Effect of abstentions and broker non-votes:    If a Shutterstock stockholder votes “ABSTAIN” or fails to instruct its bank, brokerage firm or other nominee to vote at the Shutterstock special meeting, it will have no effect on the voting results for the non-binding compensation proposal.

Adjournment proposal:

•        Standard:    Assuming a quorum is present, approval of the adjournment proposal requires the affirmative vote a majority of the votes cast affirmatively or negatively, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the adjournment proposal. If a quorum is not present, the adjournment proposal requires the approval of a majority in voting power of the Shutterstock stockholders present or represented by proxy at the Shutterstock special meeting.

•        Effect of abstentions and broker non-votes:    Assuming a quorum is present, if a Shutterstock stockholder votes “ABSTAIN” or fails to instruct its bank, brokerage firm or other nominee to vote at the Shutterstock special meeting, it will have no effect on the voting results for the adjournment proposal. However, assuming a quorum is not present, the failure of any shares present or represented by proxy at the Shutterstock special meeting to vote “FOR” the adjournment proposal will be treated as a vote “AGAINST” the adjournment proposal.

Shares Held by Officers and Directors

As of the record date, Shutterstock directors and executive officers, as a group, owned and were entitled to vote 11,070,254 shares of Shutterstock common stock, or approximately 31.4 % of the outstanding shares of Shutterstock common stock. Shutterstock currently expects that these directors and executive officers will vote their shares “FOR” the merger agreement proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal, although none of them are obligated to do so, other than Jonathan Oringer with respect to the merger proposal.

Concurrently with the execution of the merger agreement, Mr. Oringer, the founder and the current chairman and a member of the Shutterstock board, owning approximately 30.7% of the Shutterstock common stock entitled to vote at the Shutterstock special meeting, entered into a voting and support agreement, pursuant to which, subject to certain conditions, Mr. Oringer has committed to vote in favor of the merger proposal at the special meeting, including if it is adjourned to a later date. Mr. Oringer has also agreed with Getty Images to vote his shares against alternative

transaction proposals and not to sell or transfer his shares until the closing of the merger. The voting and support agreement will terminate under certain circumstances, including if the merger agreement terminates. See the section titled “The Merger Agreement — The Voting and Support Agreement.”

How to Vote

Your vote is important. You may vote your shares in advance of the special meeting via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone or plan to vote electronically during the special meeting, you do not need to mail in a proxy card.

Shares Held in “Street Name”; Broker Non-Votes

Under stock exchange rules, banks, brokers and other nominees who hold shares of Shutterstock common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the Shutterstock special meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. The merger agreement proposal, the compensation proposal and the adjournment proposal will be considered “non-routine” matters. If your broker, bank or other nominee holds your shares of Shutterstock common stock in “street name,” your broker, bank, or other nominee will vote your shares of Shutterstock common stock only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this information statement and proxy statement/prospectus.

Revocability of Proxies and Changes to a Shutterstock Stockholder’s Vote

You may change your vote at any time prior to the taking of the vote at the special meeting. If you are a stockholder of record, you may change your vote and grant a new proxy bearing a later date by:

•        signing and returning a new proxy card with a later date;

•        submitting a later-dated vote by telephone or via the Internet (only your last telephone or Internet vote will be counted) by 11:59 p.m. Eastern Time on June 9, 2025;

•        participating in the special meeting and voting again by telephone or via the Internet; or

•        sending a written notice of revocation to the exchange agent or by withdrawing your stock certificates (if applicable) previously deposited with the exchange agent prior to the special meeting.

Solicitation of Proxies

Shutterstock will pay for the proxy solicitation costs related to the special meeting. Shutterstock has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the special meeting. Shutterstock estimates that it will pay D.F. King & Co., Inc. a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Upon request, Shutterstock will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward the special meeting proxy materials to beneficial owners in accordance with applicable rules In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by Shutterstock’s directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.

Householding of Proxy Materials

The SEC permits Shutterstock to deliver a single copy proxy statements and annual reports to multiple stockholders who share the same address unless Shutterstock received contrary instructions from one or more of the stockholders. Each Shutterstock stockholder will continue to receive a separate proxy card. By “householding” Shutterstock can reduce printing costs, mailing costs and fees.

If you are a Shutterstock stockholder of record and wish to receive a separate information statement and proxy statement/prospectus, or if your household is receiving multiple sets of these documents and would prefer to receive only one set, please send a written request to the Corporate Secretary Shutterstock, Inc., 350 Fifth Avenue, 20th Floor, New York, NY 10118. Stockholders owning their shares through a bank, broker, or other nominee may request to discontinue or begin householding by contacting their bank, broker or nominee. You can also request additional copies or notify Shutterstock that you no longer wish to participate in householding by contacting Broadridge Financial Solutions, Inc. at 1-800-579-1639, online at www.proxyvote.com or by email, sendmaterial@proxyvote.com.

Attending the Shutterstock Special Meeting (via the Internet)

The special meeting will be entirely online. You will not be able to attend the meeting in person. In order to listen to and participate in the special meeting, visit www.virtualshareholdermeeting.com/SSTK2025SM and follow the posted instructions. You will need the control number printed on your proxy card or voting instruction form. The webcast will start at 10:00 a.m. Eastern Time on June 10, 2025. Shutterstock stockholders may vote and submit questions while connected to the special meeting on the Internet.

Assistance

If you have any questions concerning the merger or this information statement and proxy statement/prospectus, would like additional copies of this information statement and proxy statement/prospectus, or need help voting your shares of Shutterstock common stock, please direct your inquiry to Corporate Secretary at Shutterstock, Inc., 350 Fifth Avenue, 20th Floor, New York, New York 10118, or Shutterstock’s proxy solicitor, D.F. King & Co., Inc., toll-free at (1-888-605-1956) or via email at SSTK@dfking.com.

SHUTTERSTOCK PROPOSALS

Proposal No. 1 — Merger Proposal

At the Shutterstock special meeting, the Shutterstock stockholders will be asked to adopt the merger agreement. Holders of Shutterstock common stock should read this information statement and proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this information statement and proxy statement/prospectus as Annex A.

The Shutterstock board, has unanimously (i) approved the terms of the merger agreement and the merger contemplated thereby, (ii) determined that it is advisable to enter into the merger agreement, (iii) approved the execution and delivery by Shutterstock of the merger agreement, the performance by Shutterstock of its covenants and agreements contained therein and the consummation of the transactions upon the terms and subject to the conditions contained in the merger agreement, and (iv) resolved to submit the merger agreement to the Shutterstock stockholders and to recommend the adoption of the merger agreement by the Shutterstock stockholders. Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Approval of the merger proposal requires the affirmative vote of a majority in voting power of the issued and outstanding shares of Shutterstock common stock entitled to vote on the proposal. Accordingly, if a Shutterstock stockholder takes any action other than voting “FOR” the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. For example, if a Shutterstock stockholder votes “ABSTAIN” or fails to instruct its bank, brokerage firm or other nominee to vote at the Shutterstock special meeting, it will have the same effect as a vote “AGAINST” the merger proposal. The merger cannot be completed without the approval of the merger proposal.

The Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” the proposal to adopt the merger agreement.

Proposal No. 2 — Non-binding Compensation Proposal

Section 14A of the Exchange Act, and Rule 14a-21(c) under the Exchange Act require that Shutterstock seek a nonbinding advisory vote from its stockholders to approve the “golden parachute” compensation that may be paid or become payable to Shutterstock’s named executive officers that is based on or otherwise relates to the merger, as disclosed in “The Merger — Interests of Shutterstock’s Directors and Executive Officers in the Merger” beginning on page 80, including the table titled “Merger-Related Compensation for Shutterstock’s Named Executive Officers” and its accompanying footnotes. As required by these provisions, Shutterstock is asking the Shutterstock stockholders to cast an advisory vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Shutterstock’s named executive officers that is based on or otherwise relates to the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Interests of Shutterstock’s Directors and Executive Officers in the Merger” and “The Merger — Merger-Related Compensation for Shutterstock’s Named Executive Officers” beginning on pages 80 and 83, respectively, are hereby APPROVED.”

The vote on the non-binding compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the non-binding compensation proposal and vice versa. Because the vote on the non-binding compensation proposal is advisory only, it will not be binding on either Shutterstock or Getty Images. Therefore, if the merger proposal is approved and the merger is completed, the compensation payments that are contractually required to be paid by Shutterstock to its named executive officers will or may be paid or become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Shutterstock stockholders on the non-binding compensation proposal. Approval of this non-binding compensation proposal is not a condition to the closing of the merger.

Approval of the non-binding compensation proposal requires the affirmative vote a majority of the votes cast affirmatively or negatively, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the non-binding compensation proposal. Accordingly, if a Shutterstock stockholder votes “ABSTAIN” or fails to instruct its bank, brokerage firm or other nominee to vote at the Shutterstock special meeting, it will have no effect on the voting results for the non-binding compensation proposal.

The Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” approval of the non-binding compensation proposal.

Proposal No. 3 — Adjournment Proposal

The chairperson of the Shutterstock special meeting in his or her capacity as such has the authority to adjourn such meeting in accordance with Shutterstock’s bylaws. In addition, Shutterstock is asking its stockholders to authorize the holder of any proxy solicited by the Shutterstock board to vote in favor of an adjournment of the Shutterstock special meeting from time to time in order to solicit additional proxies in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve the merger proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

Assuming a quorum is present, approval of the adjournment proposal requires the affirmative vote a majority of the votes cast affirmatively or negatively, either in person or represented by proxy, at the Shutterstock special meeting and entitled to vote on the adjournment proposal. Accordingly, if a Shutterstock stockholder votes “ABSTAIN” or fails to instruct its bank, brokerage firm or other nominee to vote at the Shutterstock special meeting, it will have no effect on the voting results for the adjournment proposal. If a quorum is not present, the adjournment proposal requires the approval of a majority in voting power of the Shutterstock stockholders present or represented by proxy at the Shutterstock special meeting. Accordingly, the failure of any shares present or represented by proxy at the Shutterstock special meeting to vote “FOR” the adjournment proposal will be treated as a vote “AGAINST” the adjournment proposal.

The Shutterstock board unanimously recommends that Shutterstock stockholders vote “FOR” the adjournment proposal.

DESCRIPTION OF GETTY IMAGES WRITTEN CONSENT
ENTERED INTO BY GETTY IMAGES’ SIGNIFICANT STOCKHOLDERS

The Getty Images stock issuance requires the affirmative consent of the holders of a majority of the outstanding Getty Images common stock entitled to vote thereon.

On January 7, 2025, Getty Investments L.L.C., Mark Getty, The October 1993 Trust, The Options Settlement (collectively, the “Getty Family stockholders”), and Koch Icon Investments, LLC (the “Koch Investor” and, together with the Getty Family stockholders, the “Getty Images significant stockholders”), the holders of approximately 66% of the shares of Getty Images common stock outstanding and entitled to vote on such matters, executed a written consent in lieu of a meeting, approving the Getty Images stock issuance. As a result, no further action by any Getty Images stockholder is required in connection with the approval by Getty Images stockholders of the Getty Images stock issuance, which is the only Getty Images stockholder approval required in connection with the merger.

Because less than all of the Getty Images stockholders approved the Getty Images stock issuance, this information statement and proxy statement/prospectus serves as your notice pursuant to Section 228(e) of the DGCL that such corporate actions were taken. This information statement and proxy statement/prospectus shall constitute notice, pursuant to Section 228(e) of the DGCL to Getty Images’ stockholders who have not consented in writing to the actions set forth in the Getty Images written consent and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been January 7, 2025, the date the Getty Images written consent was delivered to Getty Images.

Getty Images has not solicited and will not be soliciting its stockholders’ authorization or approval of the merger agreement, the merger or any of the other transactions contemplated by the merger agreement, including the Getty Images stock issuance.

THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this information statement and proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire information statement and proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

Terms of the Merger

The Shutterstock board and the Getty Images board have each unanimously approved the merger agreement. Under the merger agreement, (i) Merger Sub 1 will be merged with and into Shutterstock with Shutterstock surviving such merger as a wholly owned subsidiary of HoldCo, immediately followed by a conversion of Shutterstock into a Delaware limited liability company, (ii) Merger Sub 2 will be merged with and into Holdco with HoldCo surviving as a wholly owned subsidiary of Getty Images in a series of transactions we refer to as the merger, (iii) Holdco will merge with and into Merger Sub 3, with Merger Sub 3 surviving such merger as a wholly owned subsidiary of Getty Images.

Upon the completion of the merger, each share of Shutterstock common stock outstanding (other than shares held by a holder who did not vote in favor of the adoption of the merger agreement and who has properly exercised appraisal rights with respect thereto in accordance with, and who has complied in all respects with, Section 262 of the DGCL, a copy of which is attached to this information statement and proxy statement/prospectus as Annex E, treasury shares and shares held by Shutterstock, Getty Images Merger Sub 2 or Merger Sub 3) will be converted into the right to receive the merger consideration.

Each holder of shares of Shutterstock common stock will be entitled to elect to receive as merger consideration, subject to proration, for each share of Shutterstock common stock held by such holder:

(i)     cash consideration of $9.50 and 9.17 shares of Getty Images common stock;

(ii)    cash consideration of $28.8487; or

(iii)   13.67237 shares of Getty Images Common Stock.

If no election is made by a holder, each of such holder’s shares of Shutterstock Common Stock shall be treated as having made an election to receive $9.50 in cash and 9.17 shares of Getty Images common stock. The total cash amount and the total stock amount available as consideration will be fixed immediately prior to the effective time. Cash elections will be subject to proration if cash elections are oversubscribed, and stock elections will be subject to proration if stock elections are oversubscribed, as more fully described herein under “The Merger Agreement — Merger Consideration — Proration.”

No fractional shares of Getty Images common stock will be issued in connection with the merger, and Shutterstock stockholders will receive cash in lieu of any fractional shares of Getty Images common stock to which they otherwise would have been entitled.

As a result of the foregoing, based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and Shutterstock stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger.

Shortly following the execution of the merger agreement, the Getty Images significant stockholders, the holders of approximately 66% of the shares of Getty Images common stock outstanding and entitled to vote on such matters as of January 7, 2025, executed a written consent in lieu of a meeting, approving the Getty Images stock issuance. As a result, no further action by any Getty Images stockholder is required in connection with the approval by Getty Images stockholders of the Getty Images stock issuance, which is the only Getty Images stockholder approval required in connection with the merger.

Shutterstock stockholders are being asked to adopt the merger agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the completion of the merger and provisions for terminating or amending the merger agreement.

Background of the Merger

Getty Images has existed in its current form since July 22, 2022, when Getty Images, which was then known as Vector Holding, LLC and a wholly owned subsidiary of special purpose acquisition corporation CC Neuberger Principal Holdings II, acquired Griffey Global Holdings, Inc., the holding company of Getty Images, Inc. and its subsidiaries (the “Getty Images Listing Transaction”). As a result of the Getty Images Listing Transaction, Vector Holdings, LLC changed its name to “Getty Images Holdings, Inc.” and its Class A Common Stock and warrants representing the right to acquire shares of Class A Common Stock commenced trading on the New York Stock Exchange under the ticker symbol “GETY” and “GETY WS,” respectively, on July 25, 2022. Immediately following the closing, and as a result of the Getty Images Listing Transaction, the Getty Family Stockholders, Koch Icon Investments, LLC, NBOKS and CC Neuberger Principal Holdings II Sponsor LLC each became greater than five percent stockholders of Getty Images.

Shutterstock has existed in its current form since October 16, 2012, when Shutterstock, Inc., a Delaware corporation, completed its initial public offering. Shutterstock’s common stock is listed on the New York Stock Exchange under the symbol “SSTK.”

Each of the Getty Images board and the Shutterstock board and their respective senior management regularly review and discuss their respective company’s performance, business strategy and competitive position in the industries in which it operates. In addition, such boards and senior management regularly review and evaluate various strategic alternatives, including acquisitions, dispositions and other strategic transactions, as part of ongoing efforts to strengthen their respective overall business, respond to the rapidly changing visual content landscape and enhance stockholder value. As a result of these reviews in recent years, Getty Images acquired Unsplash in 2021 and Shutterstock acquired Pond5 and Splash in 2022, Giphy in 2023 and Backgrid and Envato in 2024.

Over the years, Getty Images and certain of its directors and principal investors, including affiliates of the Getty Family Stockholders, have maintained ongoing formal and informal relationships with Berenson & Company, LLC (“Berenson”) based on, among other things, Berenson’s expertise as a financial advisor across a wide variety of strategic transactions, industry knowledge and familiarity with Getty Images. Among the various strategic alternatives which Berenson discussed with Getty Images and certain of its directors and principal investors, including affiliates of the Getty Family Stockholders, from time to time was a potential combination with Shutterstock.

Over the years, Shutterstock has maintained an ongoing formal and informal relationship with Allen & Company based on, among other things, Allen & Company’s expertise as a financial advisor on a wide variety of transactions and knowledge of the media and content industry. From time to time, Allen & Company provides members of Shutterstock senior management with customary advice, including with respect to macro-economic conditions, industry developments, and potential strategic alternatives that may be available to Shutterstock. Among the various strategic alternatives which Allen & Company discussed with Shutterstock from time to time was a potential combination with Getty Images.

On February 8, 2024, a representative of Allen & Company and Mark Getty, Chairman of Getty Images, engaged in ordinary course conversations during which Mark Getty expressed Getty Images’ interest in a potential combination with Shutterstock.

On March 26, 2024, Paul Hennessy, Chief Executive Officer of Shutterstock, and Craig Peters, Chief Executive Officer and a director of Getty Images, held a meeting during which they discussed the merits of a combination. No price was discussed and no specific proposals were made on the call.

On April 10, 2024, during a regularly scheduled meeting of the Getty Images board, Mr. Peters informed the Getty Images board of, and provided an overview of, his March 26, 2024 meeting with Mr. Hennessy.

On April 22, 2024, at an executive session during a regularly scheduled meeting of the Shutterstock board, Mr. Hennessy informed the Shutterstock board of his March 26, 2024 meeting with Mr. Peters. The Shutterstock board decided to table additional discussions on the matter and to not actively pursue a possible transaction with Getty Images at that time.

In late August 2024, representatives of Allen & Company and members of senior management of Shutterstock held a call to discuss potential strategic alternatives. During such call, Getty Images’ prior interest in a possible transaction was discussed and Shutterstock directed representatives of Allen & Company to inquire with Getty Images’ about Getty Images’ continued interest in a possible transaction.

On August 30, 2024, a representative of Allen & Company, at the direction of Shutterstock, telephoned Mark Getty to inquire about Getty Images’ continued interest in a possible transaction with Shutterstock. During this call, Mr. Getty indicated that Getty Images would potentially be receptive to engaging in preliminary discussions regarding a possible transaction. During this time, Getty Images contacted Berenson to be included in these preliminary discussions, although no engagement letter with Berenson was signed at this time. No price was discussed and no specific proposals were made on the call.

In early September 2024, following the August 30, 2024 call, Mr. Getty informed the other Getty Images directors of his discussion with the representative of Allen & Company.

On September 4, 2024, Mr. Getty emailed the representative from Allen & Company and indicated that Getty Images was prepared to engage in due diligence, with the intent of considering a potential transaction.

On September 6, 2024, at the direction of Shutterstock, the representative of Allen & Company informed Mr. Getty that Shutterstock was willing to share certain preliminary due diligence materials with Getty Images in connection with exploring a potential transaction subject to Getty Images entering into a nondisclosure agreement.

On September 7, 2024, Mr. Getty spoke with representatives of Berenson to relay the possibility of a potential transaction and instruct Berenson to begin a preliminary diligence review of the potential transaction.

On September 24, 2024, Mr. Getty sent an initial due diligence request list to a representative of Allen & Company, which Allen & Company shared with Shutterstock senior management.

On September 26, 2024, Mr. Hennessy provided via email an update to the Shutterstock board on the recent discussions between Allen & Company and Mr. Getty with respect to a potential transaction, and indicated an intention for Shutterstock to enter into a nondisclosure agreement with Getty Images to facilitate further discussions.

Beginning in late September 2024, Mr. Peters and Jennifer Leyden, the Chief Financial Officer of Getty Images, began to exchange preliminary views and potential approaches to modeling regarding a possible transaction with representatives of Berenson.

On October 1, 2024, at the direction of Shutterstock, a representative from Allen & Company delivered a draft mutual nondisclosure agreement, which included a customary mutual standstill provision that expired upon the other party’s entry into a definitive agreement for the sale of such party, to Mr. Getty for review by Getty Images.

On October 3, 2024, representatives of Berenson discussed a high-level preliminary financial analysis of a potential transaction with Mr. Peters and Ms. Leyden based on publicly available information.

On October 13, 2024, Getty Images and Shutterstock entered into a mutual nondisclosure agreement which included a customary mutual standstill provision (which would cease to apply in the event that the other party enters into a definitive agreement with a third party to sell a majority of the other party’s outstanding equity or substantially all of such party’s assets).

On October 14, 2024, Shutterstock provided representatives of Getty Images and Berenson with access to a virtual data room containing non-public information regarding Shutterstock in order to facilitate Getty Images’ evaluation of a potential transaction.

On October 16, 2024, the Getty Images board met via videoconference and Mr. Peters provided the Getty Images board with a history of discussions with Shutterstock, reviewed initial financial performance information related to the proposed transaction, noted areas for further diligence and provided an update that Getty Images had entered into a mutual nondisclosure agreement with Shutterstock. The Getty Images board approved the continued engagement with Shutterstock and related diligence.

On October 21, 2024, the Shutterstock board held a regularly scheduled meeting, with members of Shutterstock senior management in attendance. During the meeting, Mr. Lapham and Colleen Kearney, Deputy General Counsel of Shutterstock, recommended engaging Allen & Company as financial advisor in connection with potential strategic transactions due to, among other reasons, Allen & Company’s familiarity with Shutterstock and Allen & Company’s industry and its substantial experience in transactions similar to the proposed transaction.

On October 24, 2024, representatives of Berenson met via videoconference with Mr. Peters, Ms. Leyden, Ms. Kellough, and certain Getty Images directors (Messrs. Maxwell, Watson, Harris and Peters) to discuss their respective preliminary findings regarding due diligence information that had been provided by Shutterstock.

On October 28, 2024, the Shutterstock board met via videoconference. Members of Shutterstock senior management and representatives of White & Case, outside counsel to Shutterstock, also attended the meeting. During the meeting, representatives of White & Case reviewed the Shutterstock board’s fiduciary duties under Delaware law. Discussion followed regarding the anticipated process of the proposed transaction and next steps. The Shutterstock board determined that in any initial pricing discussions it should be conveyed that Shutterstock’s position is that any possible transaction should result in Shutterstock stockholders receiving a premium over the trading price of Shutterstock common stock and at least a portion of the transaction consideration in cash. The Shutterstock board approved the continued engagement with Getty Images and directed management to proceed with a scheduled meeting amongst the Shutterstock and Getty business teams on November 4, 2024.

On October 29, 2024, Mr. Getty sent a list of high-level considerations regarding a potential transaction to a representative of Allen & Company to be addressed in the November 4, 2024 meeting, which the representative of Allen & Company shared with Shutterstock senior management.

On November 4, 2024, members of Getty Images senior management (including Mr. Peters and Mses. Leyden and Kellough), members of Shutterstock senior management (including Messrs. Oringer, Hennessey, Powell, Lapham, Yahes and Suh), certain Getty Images directors (Messrs. Getty, Maxwell, Watson and Harris) and representatives of Allen & Company met in person and via videoconference for management presentations by members of Shutterstock senior management.

Following the meeting on November 4, 2024, Mr. Peters sent a representative of Allen & Company a follow-up list of due diligence requests, which the representative of Allen & Company shared with Shutterstock senior management.

On November 5, 2024, at the direction of Shutterstock, a representative of Allen & Company responded to Mr. Peters additional due diligence requests with further information and indicated that additional information would be uploaded to the virtual data room.

On November 6, 2024, a member of Shutterstock senior management emailed the Shutterstock board to inform them of the details of the November 4, 2024 meeting.

On November 12, 2024, representatives of Berenson, Mr. Peters and Mses. Leyden and Kellough and certain Getty Images directors (Messrs. Getty, Harris, Maxwell and Watson) met via videoconference to discuss making a potential transaction proposal to Shutterstock.

Following this meeting, on November 12, 2024, Mr. Getty telephoned a representative of Allen & Company to discuss a transaction pursuant to which Getty Images and Shutterstock would merge on an all-equity basis with pro forma fully diluted ownership equal to a 55% Getty Images and 45% Shutterstock economic participation split, based on the then-current respective market capitalizations of Getty Images and Shutterstock. During this call, the representative of Allen & Company conveyed to Mr. Getty Shutterstock’s position that any possible transaction should result in Shutterstock stockholders receiving a premium over the trading price of Shutterstock common stock and a portion of the transaction consideration in cash.

On November 13, 2024, representatives of Berenson met with representatives of Allen & Company to discuss the guidance that representatives of Allen & Company had conveyed to Mr. Getty the prior day. During this meeting, the representatives of Allen & Company requested on behalf of Shutterstock that Getty Images provide a written proposal to Shutterstock.

Between November 14, 2024 and November 19, 2024, members of Getty Images senior management had a number of discussions with representatives of Berenson, representatives of Skadden, outside legal counsel to Getty Images, and certain Getty Images directors (Messrs. Getty, Harris, Maxwell and Watson) to discuss the potential terms of a written proposal to Shutterstock. These discussions included a presentation by Berenson of preliminary financial modeling outputs, including operating cases based on due diligence by Berenson and Getty Images senior management to date, potential approaches to valuation and analysis of leverage of a combined company and the development of a term sheet that could be delivered to the Shutterstock board.

On November 17, 2024, representatives of Allen & Company had a call with certain members of Shutterstock senior management to update them on recent conversations between representatives of Allen & Company and Berenson.

Later on November 17, 2024, Mr. Hennessey emailed the Shutterstock board informing them of the recent conversations between representatives of Allen & Company and Berenson.

On November 20, 2024, the Getty Images board met to review the draft term sheet that had been developed by members of Getty Images senior management in consultation with certain Getty Images directors (Messrs. Getty, Harris, Maxwell and Watson) and representatives of Berenson and Skadden. At this meeting, the Getty Images board approved delivery of a term sheet to the Shutterstock board reflecting an exchange ratio that reflected a 55% Getty Images and 45% Shutterstock economic participation in a combined company and a cash payment to Shutterstock stockholders of $5.00 per share of Shutterstock common stock, subject to customary election and proration mechanics. Representatives of Berenson also discussed with such directors preliminary projections regarding Getty Images, Shutterstock and a potential combined business that had been prepared by Getty Images together with Berenson regarding operating assumptions for Getty Images’ and Shutterstock’s businesses. The Getty Images board further offered its guidance, and authorized certain Getty Images directors (Messrs. Getty, Harris, Maxwell, Peters and Watson), to negotiate the terms of the potential transaction, subject to approval by the Getty Images board. The term sheet further contemplated that Mr. Peters would serve as Chief Executive Officer of the combined company and that the initial composition of the board of directors of the combined company would consist of one-third Shutterstock directors, with Mr. Getty serving as Chairman, and two thirds Getty Images directors. The term sheet also provided that the parties would seek commitments from certain significant stockholders of Getty Images and Shutterstock to vote their shares in favor of the potential transaction and indicated that Getty Images and Shutterstock would discuss whether certain significant stockholders of the combined company would be subject to standard lock-up agreements restricting their ability to sell stock of the combined company following the consummation of the potential transaction. Additionally, the term sheet provided that Getty Images would have final control of overall strategy and decisions with respect to regulatory filings and any related litigation, subject to consulting with and considering in good faith the views of Shutterstock. Finally, the term sheet provided that Getty Images and Shutterstock would enter into exclusive negotiations through December 31, 2024. Following review of the term sheet and discussion by the Getty Images directors, the Getty Images board authorized Mr. Getty to deliver the term sheet and a cover letter to Mr. Hennessy.

Later on November 20, 2024, following the meeting of the Getty Images board, Mr. Getty sent the term sheet and cover letter addressed to the Shutterstock board to Mr. Hennessy.

Later on November 20, 2024, members of Shutterstock senior management (including Messrs. Oringer and Hennessey) and representatives of Allen & Company held a meeting to discuss the term sheet.

On November 21, 2024, representatives of Berenson contacted representatives of Allen & Company to discuss the term sheet. During this meeting, representatives of Allen & Company raised certain questions previously discussed with members of Shutterstock senior management, including regarding the exchange ratio, calculation of the fully-diluted share counts for each of Getty Images and Shutterstock, the proposed election and proration mechanics, the proposed significant stockholder lock-ups and the availability of due diligence information regarding Getty Images and its business.

Between November 21, 2024 and November 23, 2024, representatives of Berenson and representatives of Allen & Company further discussed the calculations of fully-diluted share counts and the proposed election and proration mechanics.

Between November 21, 2024 and November 26, 2024, members of Shutterstock senior management and representatives of Allen & Company and White & Case held various meetings to discuss the term sheet. These meetings included discussion of the potential implications of the term sheet proposals, including the proposed exchange ratio that reflected a 55% Getty Images and 45% Shutterstock economic participation in a combined company and the proposed cash payment to Shutterstock stockholders of $5.00 per share of Shutterstock common stock, as well as the formulation of counterproposal.

On November 26, 2024, the Shutterstock board met via videoconference. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. Representatives of Allen & Company reviewed the history of negotiations between the parties, the terms of Getty Images’ November 20, 2024 term sheet and certain preliminary financial analysis. The Shutterstock board discussed the strategic rationale for the proposed transaction, including the prospects of the combined company, the unlocking of cost synergies identified by Shutterstock management and deleveraging of the combined company. Following the discussion, the Shutterstock

board approved the continued engagement with Getty Images and directed Allen & Company to communicate a counterproposal to Getty Images, the terms of which included 50% Getty Images and 50% Shutterstock economic participation in the combined company and a cash payment to Shutterstock stockholders of $7.50 per share of Shutterstock common stock.

Later on November 26, 2024, at the direction of the Shutterstock board, representatives of Allen & Company contacted representatives of Berenson via telephone to deliver the oral counterproposal to the term sheet on the terms directed by the Shutterstock board. Representatives of Berenson promptly shared the terms of the oral counterproposal with the Getty Images board.

On November 26, 2024 and November 27, 2024, members of Getty Images senior management had multiple discussions with representatives of Berenson, representatives of Skadden and certain Getty Images directors (Messrs. Getty, Harris, Maxwell and Watson) to discuss the terms of the counterproposal. These meetings included further discussion of due diligence findings and preliminary financial modeling by members of Getty Images senior management and representatives of Berenson. Following these discussions, it was agreed that Berenson would deliver a verbal counterproposal to Allen & Company and that the full Getty Images’ board would be provided an update on the counterproposal.

On November 27, 2024, representatives of Berenson contacted representatives of Allen & Company via telephone to deliver the counterproposal. The terms of the counterproposal included a 55% Getty Images and 45% Shutterstock economic participation in the combined company and a cash payment to Shutterstock stockholders of $6.25 per share of Shutterstock common stock. In addition, representatives of Berenson provided additional detail to representatives of Allen & Company regarding Getty Images’ calculations of fully-diluted share counts and the proposed terms of the agreement with Getty Images’ and Shutterstock’s significant stockholders regarding post-closing matters (the “significant stockholder agreement”). Following additional discussions later that day between representatives of Berenson and representatives of Allen & Company it was agreed that a call would be scheduled for November 29, 2024 between representatives of Skadden and White & Case, to clarify Getty Images’ proposal regarding the significant stockholder agreement.

On November 29, 2024, representatives of Skadden and White & Case met via videoconference to discuss the proposed significant stockholder agreement. Representatives of Berenson and Allen & Company, Ms. Kellough, Mr. Lapham, and Ms. Kearney, also attended the meeting. During this meeting, representatives of White & Case reported that Shutterstock had not held detailed conversations with Mr. Oringer or his counsel regarding his entry into a significant stockholder agreement. In addition, the voting agreements contemplated to be provided by certain Getty Images and Shutterstock significant stockholders (the “voting and support agreements”) and exclusivity period requested by Getty Images were discussed at this meeting.

On November 29, 2024, the Shutterstock board met via videoconference. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. Representatives of Allen & Company discussed Getty Images’ proposed new terms and provided a preliminary financial analysis with respect to the proposed transaction. The Shutterstock board discussed engaging Allen & Company as financial advisor as recommended by senior management of Shutterstock. Taking into consideration Allen & Company’s familiarity with Shutterstock and its industry and Allen & Company’s substantial experience in transactions similar to the proposed transaction, the Shutterstock board unanimously approved Shutterstock’s engagement of Allen & Company as financial advisor with respect to the proposed transaction. The Shutterstock board also discussed the terms of, and directed Allen & Company to communicate, a counterproposal to Getty Images, the terms of which included 53.5% Getty Images and 46.5% Shutterstock economic participation in the combined company and a cash payment to Shutterstock stockholders of $6.25 per share of Shutterstock common stock.

Later on November 29, 2024, at the direction of the Shutterstock board, representatives of Allen & Company contacted representatives of Berenson via telephone to deliver the oral counterproposal to Getty Images’ November 27, 2024 counterproposal on the terms directed by the Shutterstock board. During this call, representatives of Allen & Company and Berenson also discussed Shutterstock’s and Getty Images’ respective calculations of the fully-diluted share counts of each party used to develop their respective exchange ratios for the proposed transaction. Representatives of Berenson promptly shared the terms of the oral counterproposal with the Getty Images board.

On November 30, 2024, representatives of Allen & Company and Berenson held a call to further discuss Shutterstock’s and Getty Images’ respective calculations of the fully-diluted share counts of each party used to develop their respective exchange ratios for the proposed transaction.

Later on November 30, 2024, Mr. Peters, Ms. Kellough, certain Getty Images directors (Messrs. Watson, Getty, Maxwell and Harris) and certain representatives of Berenson met via videoconference to discuss the new Shutterstock proposal. There was also discussion of the potential implications of the latest Shutterstock proposal and formulation of a Getty Images’ counterproposal to present to Shutterstock.

In early December, 2024, Getty Images contacted representatives of J.P. Morgan to discuss the potential transaction given J.P. Morgan’s extensive experience in providing financial advisory services and fairness opinions for public merger-of-equals transactions. Representatives of J.P. Morgan had separately been working with Getty Images on a potential refinancing transaction.

On December 1, 2024, representatives of Berenson contacted representatives of Allen & Company via videoconference to deliver an oral counterproposal to Shutterstock’s November 29, 2024, counterproposal. The terms of the counterproposal reflected discussions that had occurred between Shutterstock and Getty Images following the initial November 20, 2024, draft term sheet, included a 9.17 exchange ratio to reflect a 54.5% Getty Images and 45.5% Shutterstock economic participation in the combined company (and to clarify the calculation of fully-diluted share counts) and a cash payment to Shutterstock stockholders of $6.25 per share of Shutterstock common stock.

Later on December 1, 2024, Skadden delivered to White & Case and Mr. Lapham a revised term sheet that reflected the terms of the oral counterproposal provided by Berenson on December 1, 2024, and a draft exclusivity agreement. The revised term sheet also reflected that the board of directors for the combined company would consist of 60% Getty Images directors and 40% Shutterstock directors. In addition, the revised term sheet clarified that in respect of the significant stockholders committing to vote their shares in favor of the transaction, the commitment by significant stockholders of Getty Images and Shutterstock would be correspondingly sized, clarified the proposed lock-up terms that would be requested from significant stockholders of Shutterstock and Getty Images and contemplated that the combined company would conduct a secondary offering of common stock within 90 days of closing of the proposed transaction for the benefit of those significant stockholders.

On December 2, 2024, the Shutterstock board met via videoconference. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. Representatives of Allen & Company reviewed the terms of Getty Images’ December 1, 2024 proposal. The Shutterstock board then discussed in detail the terms of the December 1, 2024 proposal, including the risks related to Getty Images’ ability to obtain the applicable financing to fund the potential transaction and refinance its existing indebtedness. Following such discussion, the Shutterstock board considered the request for exclusivity and, giving consideration to (i) the economic terms set forth in the December 1, 2024 proposal, (ii) the fact that based on discussions they do not believe there are any other viable strategic counterparties, and (iii) the fact that under the exclusivity agreement, Shutterstock would have the option to terminate exclusivity upon three business days’ notice at any time on or after January 1, 2025, the Shutterstock board approved the continued engagement with Getty Images on an exclusive basis through December 31, 2024, subject to ongoing due diligence.

Later on December 2, 2024, at the direction of the Shutterstock board, representatives of Allen & Company contacted representatives of Berenson via telephone to discuss the revised term sheet delivered to White & Case on December 1, 2024. During this call, representatives of Allen & Company and Berenson discussed, among other things, the Shutterstock board’s questions regarding Getty Images’ proposed financing of the transaction, the parties’ respective covenants with respect to the regulatory approval process, and the economic terms of the revised term sheet, including the exchange ratio, its calculation and the amount of the cash payment to Shutterstock stockholders. Representatives of Berenson and Allen & Company also discussed a timeline for Shutterstock’s review of additional due diligence information relating to Getty Images.

Following this call, on December 2, 2024, White & Case contacted Skadden to discuss in more detail certain points that had been raised earlier in the day by representatives of Allen & Company on behalf of Shutterstock, including (i) the regulatory approval process and covenants and (ii) that the Shutterstock board expected that Getty Images would obtain commitments with respect to an extension of its existing financing and refinancing of the debt of the combined company.

On December 3, 2024, White & Case delivered to Skadden a revised term sheet and revised exclusivity agreement. The revised term sheet provided, among other things, that Shutterstock and Getty Images would share control over the regulatory process with mutual obligations to take certain actions to obtain regulatory approvals. Further, the revised term sheet contemplated that execution of a definitive merger agreement would be conditioned on Getty Images obtaining executed commitments with respect to an extension of its existing financing and refinancing of the debt of the combined company.

Later on December 3, 2024, the Getty Images board met via videoconference to discuss the revised term sheet and the follow up discussions that had taken place between Getty Images’ advisors and Shutterstock’s advisors. Members of Getty Images senior management and representatives of Berenson and Skadden also attended the meeting. During this session, representatives of Skadden discussed with the directors their fiduciary duties under Delaware law. Representatives of Skadden also reviewed with the Getty Images board written conflicts disclosure that had previously been provided by Berenson. Following discussions regarding the open issues in the term sheet, the Getty Images board instructed Getty Images senior management and Berenson and Skadden to continue to negotiate the open issues in the term sheet with Shutterstock and its advisors.

Later on December 3, 2024, representatives of Berenson contacted representatives of Allen & Company via telephone to further discuss the financing and regulatory process questions that had been raised in Shutterstock’s December 3, 2024 term sheet. During this discussion, representatives of Berenson communicated to representatives of Allen & Company that Getty Images would not commit to undertake a process to refinance its existing indebtedness prior to entering into a definitive merger agreement, but that Getty Images was fully committed to working toward a timeline to reach a fully negotiated and executed merger agreement by the end of the year. Berenson also conveyed Getty Images’ willingness to move promptly forward with a mutual due diligence process.

Also on December 3, 2024, Shutterstock representatives delivered a due diligence tracker with a list of diligence requests for Getty Images to senior management of Getty Images. Getty Images representatives acknowledged receipt of this diligence request list and scheduled a call with Shutterstock for December 4, 2024 to discuss Shutterstock’s due diligence of Getty Images.

Also on December 3, 2024, Skadden delivered to White & Case an updated exclusivity agreement that was executed by Getty Images. Skadden noted at this time that issues remained open in the term sheet but that Getty Images desired to enter into exclusivity notwithstanding the open issues.

On December 4, 2024, senior management of Getty Images and Shutterstock and representatives of Berenson and Allen & Company met via videoconference to discuss Shutterstock’s due diligence process for Getty Images.

Also on December 4, 2024, representatives of Berenson and Allen & Company had additional calls during which they discussed open issues in the term sheet regarding financing and regulatory process.

Later in the day on December 4, 2024, Skadden and White & Case had a call to discuss the process for finalizing definitive documents prior to the end of the year. During this call, White & Case communicated that Shutterstock was not prepared at such time to enter into an exclusivity agreement given the then-current state of the open items in the term sheet regarding financing and regulatory process.

Between December 4, 2024 and December 10, 2024, representatives of Berenson, Allen & Company, Skadden and White & Case continued to discuss the open issues in the term sheet. During these discussions, at the direction of Shutterstock, representatives of Allen & Company communicated a revised proposal from Shutterstock regarding Getty Images’ financing for the proposed transaction, including that financing commitments would not be required to be delivered prior to signing of a definitive merger agreement, but that Shutterstock would have the right to terminate the merger agreement and have Getty Images pay a termination fee if Getty Images did not complete its refinancing prior to March 31, 2025. During these discussions, Getty Images and its representatives stated that such a provision regarding refinancing would not be acceptable. Instead, Getty Images would be willing to agree to obtain, prior to signing of a definitive merger agreement, a back-up financing commitment regarding the payment of the $6.25 cash per Shutterstock share portion of the merger consideration. As a result of these discussions, Getty Images indicated that it would agree to use reasonable best efforts following signing of a definitive merger agreement to extend (or obtain binding commitments to such an extension that were conditioned only on closing of the merger) the maturity of its currently outstanding term indebtedness to at least 24 months following the closing date contemplated by the merger agreement. In addition, Getty Images and Shutterstock had discussions relating to, and ultimately

agreed to, a termination right for Shutterstock in the merger agreement — and the right to be paid a termination fee of $40.0 million dollars — if Getty Images was not able to successfully extend the maturity of its outstanding term indebtedness by closing of a transaction (subject to being provided a 15 business day marketing period following the satisfaction of conditions to closing).

On December 6, 2024, Ms. Leyden, Mr. Peters, Steven Kanner, Vice President, Investor Relations and Treasury at Getty Images, Getty Images director Mr. Maxwell and representatives of J.P. Morgan held a call to discuss conducting a financial analysis of the proposed transaction and J.P. Morgan delivering a fairness opinion. On the call, the parties also discussed the possibility of Getty Images obtaining committed financing for the cash portion of the merger consideration and pausing its ongoing refinancing process while negotiations over the potential transaction with Shutterstock continued.

On December 6, members of senior management and certain directors of Shutterstock held a call to discuss the status of the proposed transaction and various open workstreams, including recent communications between the parties and their advisors and the ongoing due diligence process.

On December 6, 2024, Getty Images provided virtual data room access to Shutterstock and its representatives.

On December 8, members of senior management and certain directors of Shutterstock held a call to discuss the status of the proposed transaction and various open workstreams, including recent communications between the parties and their advisors and the ongoing due diligence process.

On December 10, 2024, Getty Images and Shutterstock entered into a letter agreement pursuant to which they agreed to negotiate exclusively with each other with respect to any transaction involving 20% or more of their respective common stock or assets. The letter agreement terminated upon execution of the definitive merger agreement and could have been terminated by either party upon three business days’ notice at any time on or after January 1, 2025.

On December 12, 2024, representatives from Berenson shared a preliminary draft of the Getty Images forecasts with management of Shutterstock and representatives of Allen & Company via email and by posting such projections in the virtual data room.

On December 14, 2024, Skadden delivered an initial draft of the merger agreement for the proposed transaction to White & Case.

On December 16, 2024, representatives of Berenson, Allen & Company and management of Shutterstock and Getty Images met via videoconference to discuss the preliminary draft of the Getty Images forecasts. Management of Shutterstock and representatives of Allen & Company asked the Getty Images management and Berenson representatives various questions related to the preliminary draft of the Getty Images forecasts.

On December 17, 2024, Skadden delivered an initial draft of the significant stockholder agreement and the voting and support agreement to White & Case.

Also on December 17, 2024, representatives of Skadden and White & Case held a call to discuss the initial draft of the merger agreement, including (i) the anticipated plan for the Getty Images board composition after closing, (ii) the regulatory covenants, (iii) the proposed treatment of outstanding Shutterstock equity awards and (iv) Shutterstock’s expectation that Getty Images would promptly extend its existing term financing after signing.

On December 18, 2024, the Shutterstock board met via videoconference. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. The Shutterstock board reviewed the material relationships disclosure by Allen & Company delivered in advance of the meeting. Senior management led a discussion regarding the Shutterstock forecasts. Discussion followed regarding the Shutterstock forecasts, the foreseeable risks and opportunities of Shutterstock continuing on a stand-alone basis, and the cost synergies projected in the proposed transaction versus the forecasted growth of the stand-alone Shutterstock business over the next ten years. Representatives of White & Case provided an update on open issues in the transaction documents including the merger agreement and the voting agreements that Mr. Oringer and certain Getty Images significant stockholders were being asked to enter into. Representatives of Allen & Company then provided an update on Getty Images’ refinancing plans as communicated by representatives of Berenson and Getty Images’ and Shutterstock’s recent stock performance, including the recently released J.P. Morgan analyst report. The directors engaged in a detailed discussion regarding the potential transaction, including the economic terms in light of Getty

Images’ and Shutterstock’s recent stock performance, and the risks related to Getty Images’ ability to obtain the applicable financing to fund the potential transaction and refinance its existing indebtedness. The Shutterstock board approved (i) the Shutterstock forecasts and the distribution of the Shutterstock forecasts by Allen & Company to Berenson, (ii) the continued engagement with Getty Images, and (iii) Mr. Oringer entering into negotiations with Getty Images with respect to the voting agreement and Mr. Oringer ultimately entering into the agreed upon voting agreement.

On December 19, 2024, at the direction of the Shutterstock board, representatives of Allen & Company shared the Shutterstock forecasts, which had been approved and authorized by the Shutterstock board, with Getty Images and Berenson by posting such projections in the virtual data room.

Also on December 19, 2024, representatives of Berenson and Allen & Company and senior management of Getty Images and Shutterstock held discussions via videoconference regarding potential synergies at a high level following a merger and plans for communications.

On December 20, 2024, the Getty Images board authorized the distribution of the final Getty Images forecasts as follows, (i) to J.P. Morgan, the Getty Images forecast for Getty Images, the Getty Images forecast for Shutterstock and the Getty Images forecast for the combined business, for use by J.P. Morgan in its financial analyses in connection with a potential transaction, and (ii) to Shutterstock, the Getty Images forecast for Getty Images, which representatives of Berenson then shared with representatives of Allen & Company via email and posted to the virtual data room. Additional information related to the Getty Images forecasts can be found under “— Getty Images Forecasts.”

On December 21, 2024, White & Case sent a revised draft of the merger agreement for the proposed transaction to Skadden.

On December 21, 2024, representatives of Allen & Company sent Shutterstock’s questions relating to the previously provided Getty Images forecasts to representatives of Berenson. Between December 21, 2024 and December 23, 2024 representatives of Berenson provided representatives of Allen & Company responses to Shutterstock’s questions, which representatives of Allen & Company promptly shared with Shutterstock management.

On December 22, 2024, representatives of Allen & Company and members of Shutterstock senior management held a call to discuss the merger consideration being offered in the proposed transaction in light of the respective then-current trading prices of Getty Images and Shutterstock. On the call, Shutterstock senior management directed representatives of Allen & Company to convey to Getty Images and its advisors that Shutterstock was not prepared to transact at a discount to its then-current trading price.

On December 23, 2024, representatives of Allen & Company, at the direction of Shutterstock, held a call with representatives of Berenson and Mr. Getty to discuss the merger consideration being offered in the proposed transaction in light of the respective then-current trading prices of Getty Images and Shutterstock. Mr. Getty stated during the call that he would not negotiate the proposed economic terms, including the amount of cash to be included in the merger consideration.

Also on December 23, 2024, representatives of Berenson, J.P. Morgan, Allen & Company and management of Shutterstock and Getty Images met via videoconference to discuss the Shutterstock forecasts. Management of Getty Images and representatives of Berenson and J.P. Morgan asked management of Shutterstock and representatives of Allen & Company various questions related to the Shutterstock forecasts.

Also on December 23, 2024, representatives of Allen & Company, at the direction of Shutterstock, held a call with Mr. Watson to discuss the merger consideration being offered in the proposed transaction.

Also on December 23, 2024, representatives of Getty Images, Skadden, Ernst & Young, Berenson, Shutterstock, White & Case, and Allen & Company held a meeting via videoconference to discuss the tax due diligence of Shutterstock and the tax materials provided by Shutterstock in the virtual data room.

Also on December 23, 2024, J.P. Morgan provided a relationship disclosure letter to Getty Images management, which provided customary relationship disclosures with respect to Getty Images and Shutterstock and certain of their affiliates.

On December 24, 2024, Skadden sent a revised draft of the merger agreement for the proposed transaction to White & Case.

On December 24, 2024, White & Case sent an email to Skadden indicating that, after discussion with Mr. Oringer’s counsel, Shutterstock and Mr. Oringer’s position was that (i) Mr. Oringer’s voting and support agreement should have a cut back to 25% in the event that Shutterstock’s board makes an adverse recommendation change, (ii) Getty Images’ significant stockholders’ voting and support agreement should lock up all of their shares, with a cut back to 25% in the event that Getty Images’ board makes an adverse recommendation change and (iii) Getty Images’ significant stockholders deliver a written consent (the “Getty Images stockholder written consent”) within 24-hours of the signing of the merger agreement. Skadden responded that day that such proposal was not consistent with the parties’ discussions in connection with the term sheet.

On December 27, 2024, senior management of Getty Images and Shutterstock held high-level discussions via videoconference regarding potential synergies following a merger, including annual cost synergies across selling, general and administrative expenses as well as capital expenditures.

Also on December 27, 2024, senior management of Getty Images and Shutterstock and representatives of Ernst & Young, Berenson, KPMG, tax advisor for Shutterstock, Allen & Company, Skadden and White & Case held a meeting via videoconference to discuss the tax due diligence of Getty Images and the tax materials provided by Getty Images in the virtual data room.

Later on December 27, 2024, outside legal counsel to Mr. Oringer sent revised drafts of the voting and support agreement and significant stockholder agreement to Skadden, which reflected Shutterstock and Mr. Oringer’s positions communicated by White & Case on December 24, 2024 regarding the significant stockholders’ voting and support agreements.

On December 28, 2024, J.P. Morgan was engaged by Getty Images to act as a financial advisor in connection with the proposed transaction, pursuant to an engagement letter reflecting this engagement.

On December 29, 2024, senior management of Getty Images and Shutterstock and representatives of Skadden and White & Case held a call to discuss the then-current draft of the merger agreement, including (i) the regulatory process and covenants, (ii) obligations of Getty Images following the closing with respect to Shutterstock’s employees, (iii) the composition of the Getty Images board after closing and (iv) Shutterstock’s obligations to cooperate with Getty Images’ financing efforts.

On December 30, 2024, senior management of Getty Images shared a preliminary draft of investor presentation materials with senior management of Shutterstock.

On December 31, 2024, Skadden sent a revised draft of the significant stockholder agreement to White & Case and outside legal counsel to Mr. Oringer.

On January 1, 2025, White & Case sent a revised draft of the merger agreement for the proposed transaction to Skadden.

On January 2, 2025, representatives of Allen & Company and Berenson met via videoconference to discuss the merger consideration being offered in the proposed transaction. At the direction of Shutterstock, representatives of Allen & Company reiterated to Berenson Shutterstock’s position that Shutterstock was not prepared to transact at a discount to its then-current trading price. Later that day, representatives of Berenson met with Getty Images senior management and certain Getty Images directors (Messrs. Getty, Maxwell, Watson and Harris) to discuss the call between representatives of Allen & Company and Berenson.

Also on January 2, 2025, Skadden sent a revised draft of the merger agreement for the proposed transaction, as well as a revised draft of the significant stockholder agreement to White & Case.

Also on January 3, 2025, J.P. Morgan provided an updated relationship disclosure letter to Getty Images management, which provided customary relationship disclosures with respect to Getty Images and Shutterstock and certain of their affiliates.

On the afternoon of January 3, 2025, Bloomberg released a news article that Getty Images was exploring a merger with Shutterstock. Terms of the proposed merger were not discussed in the article.

On January 3, 2025 and January 4, 2025, Messrs. Peters and Hennessy had discussions via email regarding the amount of cash to be included as part of the merger consideration. Initially, Mr. Peters proposed $8.00 per share in cash, with the same exchange ratio previously discussed by the parties, conditioned upon Shutterstock’s acceptance of Getty Images’ positions on key issues that remained open. Mr. Hennessy responded that this proposal would still reflect a “discount” to Shutterstock’s per share value in his perspective and was not acceptable. Representatives of Berenson and representatives of Allen & Company had multiple discussions during this period regarding the contemplated requirement for committed financing for the cash portion of the merger consideration at announcement. During this period, at the direction of the Getty Images board, Mr. Peters sent Mr. Hennessy a revised financial proposal offering $9.25 per share in cash, or $9.50 per share in cash if Shutterstock would agree to forego a requirement for committed financing at announcement for the cash portion of the merger consideration, with the same exchange ratio previously discussed by the parties and the same conditions previously offered. Mr. Hennessy countered the proposal at $10.00 per share in cash and provided his view on certain other issues that were being discussed. Mr. Peters clarified his position on these issues, but did not increase the amount of per share cash consideration in Getty Images’ proposal.

On January 4, 2025, the Getty Images board met via videoconference. Members of Getty Images senior management and representatives of Berenson, J.P. Morgan and Skadden also attended the meeting. During this session, Mr. Peters provided an update to the Getty Images board on the status of the potential transaction, including that a revised proposal was sent to Shutterstock, that Shutterstock rejected such proposal and that Getty Images was awaiting further feedback from Shutterstock. During the session, representatives of Skadden provided an update on open issues in the transaction documents and again reviewed with the directors their fiduciary duties under Delaware law. Representatives of Skadden also reviewed with the Getty Images board updated material relationships disclosures by each of Berenson and J.P. Morgan. Representatives of Berenson provided an overview of financial implications of key financial terms of the proposed transaction under various scenarios, including a general overview of the trading prices of Getty Images and Shutterstock relative to each other and to the Standard & Poor’s 500 index and additional details about each company’s trading price following the publication of the Bloomberg news article. Representatives of J.P. Morgan also provided an overview of the key financial terms of the potential transaction, including a presentation of J.P. Morgan’s preliminary financial analyses of the potential transaction, a comparison of the valuations of Getty Images and Shutterstock, and a pro forma analysis if the potential transaction were to be consummated. The Getty Images board then discussed next steps for a potential transaction and aligned on a counterproposal for Mr. Peters to present to Shutterstock reflecting per share merger consideration of $9.25 in cash (or $9.50, if Shutterstock agreed to drop its request for committed financing) and a 9.17 exchange ratio for each share of Shutterstock. The Getty Images board also discussed that, if an agreement with Shutterstock could not be reached, that Getty Images would focus on its standalone refinancing.

On January 4, 2025, the Shutterstock board met via videoconference to discuss the revised proposal. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. Mr. Hennessy provided an update on the proposed transaction, including Bloomberg’s news article and the impact on Getty Images’ stock price and the economics of the revised proposal. Representatives of Allen & Company then discussed a preliminary financial analysis of the revised proposal. Representatives of White & Case then updated the Shutterstock board on the open legal terms of the revised proposal. Discussion of the revised proposal followed, and the Shutterstock board determined to move forward with certain suggested revisions, including an outside date of 18 months and a reciprocal termination fee of 3% of transaction value. The Shutterstock board also directed the management team and advisors to communicate the counterproposal to Getty Images.

On January 5, 2025, White & Case sent Skadden a revised draft of the merger agreement as well as a revised draft of the significant stockholder agreement. The revised draft of the merger agreement did not require Getty Images to secure committed financing prior to execution of the merger agreement.

Also on January 5, 2025, the Getty Images board met via videoconference. Members of Getty Images senior management and representatives of Berenson and Skadden also attended the meeting. During this session, Mr. Peters began by providing an update to the Getty Images board on the status of the potential transaction, including that he had provided the revised proposal to Shutterstock and was awaiting further feedback. Representatives of Skadden provided an update on open issues in the transaction documents. The Getty Images board also discussed accepting Shutterstock’s proposed treatment of outstanding Shutterstock equity awards (that unvested equity awards would be converted into awards of stock only or a mix of cash and stock equivalent to the merger consideration), if Shutterstock agreed to per share merger consideration of $9.50 in cash (with no requirement for committed financing) and 9.17 shares of Getty Images for each share of Shutterstock and authorized Mr. Peters to present this position to Shutterstock.

Later on January 5, 2025, following the Getty Images board meeting, Skadden sent White & Case a list of outstanding issues in the merger agreement, including the regulatory process and covenants treatment of outstanding Shutterstock equity awards, including (i) whether unvested equity awards would be converted into awards of stock only or a mix of cash and stock equivalent to the merger consideration and (ii) whether unvested performance stock awards would be converted based on target performance, actual performance or the greater of the two. Shutterstock’s position on these outstanding equity awards was that holders of Shutterstock performance stock units and restricted stock units should receive a mixed cash and stock election as merger consideration.

Later on January 5, 2025, members of senior management and certain directors of Shutterstock, and representatives of White & Case and Allen & Company held a call to discuss the outstanding issues in the merger agreement set forth on the issues list provided by Skadden.

Later on January 5, 2025, representatives of White & Case and Skadden held a call to discuss outstanding issues in the merger agreement set forth on the issues list provided by Skadden.

Later on January 5, 2025, Mr. Peters communicated via email to Mr. Hennessy that Getty Images would accept Shutterstock’s position that unvested Shutterstock equity awards would be converted into awards of a mix of cash and stock equivalent to the merger consideration; however, other elements of Getty Images’ previous proposal were maintained.

On January 5, 2025, the Shutterstock board met via videoconference to discuss Getty Images’ proposal. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. Representatives of Allen & Company presented a preliminary financial analysis with respect to the proposed transaction. Representatives of White & Case also reviewed the terms and conditions set forth in the proposed transaction documents, including the remaining open issues in the merger agreement. Representatives of White & Case also reviewed the Shutterstock board’s fiduciary duties under Delaware law.

On January 6, 2025, Skadden sent White & Case a revised draft of the merger agreement as well as a revised draft of the voting and support agreement and significant stockholder agreement. The draft voting and support agreement reflected a compromise position that (i) all of Mr. Oringer’s shares would be subject to the voting and support agreement, with no cut back in the event of an adverse recommendation change by Shutterstock’s board and (ii) the Getty Images’ significant stockholders would deliver the Getty Images stockholder written consent within forty eight (48) hours of execution of the merger agreement, in lieu of voting and support agreements. Over the course of the day on January 6, 2025, Skadden and White & Case continued to share revised drafts of the merger agreement and discuss open items related to the proposed transaction. Shutterstock and Getty Images agreed to the remaining key financial terms, and the two parties agreed to use the closing prices on January 2, 2025 as the reference prices for the merger agreement as it related to the cash and stock conversions for the merger consideration.

Also on January 6, 2025, the Audit Committee of the Getty Images board (the “Getty Images Audit Committee”) met via videoconference. In advance of such meeting, the Getty Images Audit Committee was provided with substantially final drafts of (i) the amended and restated registration rights agreement, (ii) the significant stockholder agreement, (iii) the letter agreements with the Getty family stockholders and Koch Icon Investments, LLC, regarding certain commitments of such significant stockholders in connection with facilitating the potential transaction and the reimbursement of such stockholders for certain out-of-pocket expenses incurred in connection therewith and (iv) the letter agreements with CC NB Sponsor 2 Holdings LLC and CC Capital SP, LP and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, regarding certain commitments of such stockholders in connection with the potential transaction (collectively, the “related person agreements”). Members of Getty Images senior management and representatives of Skadden also attended the meeting. During this session, representatives of Skadden discussed with the committee members the terms and conditions set forth in the proposed related person agreements. The Getty Images Audit Committee reviewed and unanimously adopted resolutions approving the related person agreements.

Following the meeting of the Getty Images Audit Committee, on January 6, 2025, the Getty Images board met via videoconference. In advance of such meeting, Skadden provided the Getty Images board with substantially final drafts of the transaction documents, including the merger agreement, the voting and support agreement with Mr. Oringer and the related person agreements. Members of Getty Images senior management and representatives of Berenson, J.P. Morgan and Skadden also attended the meeting. During this session, representatives of Skadden again discussed with the directors their fiduciary duties under Delaware law. Representatives of Skadden also reviewed the

terms and conditions set forth in the proposed transaction documents, including how issues that had been reviewed with the Getty Images board during its meeting on January 5, 2025 had been resolved. Representatives of Berenson discussed with the Getty Images board the proposed economic terms of the transaction and the impact of the final negotiated economic terms of the proposed transaction. Representatives of J.P. Morgan then reviewed with the Getty Images board J.P. Morgan’s financial analyses of the aggregate consideration provided for in the merger agreement. Following its presentation, and, at the request of the Getty Images board, J.P. Morgan verbally delivered its oral opinion to the Getty Images board (which was subsequently confirmed in writing by delivery of J.P. Morgan’s written opinion addressed to the Getty Images board, dated January 6, 2025), to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the aggregate consideration to be paid by Getty Images in the proposed merger was fair, from a financial point of view, to Getty Images. J.P. Morgan’s opinion is more fully described under “The Merger — Opinion of J.P. Morgan Securities LLC.” The Getty Images board then discussed the proposed merger agreement and, in light of the Getty Images board’s review and consideration of the factors described under “— Getty Images’ Reasons for the Merger,” the members of the Getty Images board unanimously adopted resolutions approving, among other things, Getty Images’ entry into the merger agreement and the voting and support agreement with Mr. Oringer, and ratifying the related person agreements based on the review and approval of such related person agreements by the Getty Images Audit Committee.

Also on January 6, 2025, the Shutterstock board met via videoconference. In advance of such meeting, White & Case provided the Shutterstock board with substantially final drafts of the transaction documents, including the merger agreement. Members of Shutterstock senior management and representatives of Allen & Company and White & Case also attended the meeting. During this session, representatives of Allen & Company reviewed with the Shutterstock board Allen & Company’s financial analysis of the proposed transaction. Representatives of White & Case described how the open legal items discussed in the previous Shutterstock board meeting had been resolved and provided the Shutterstock board with an overall summary of the merger agreement. The directors then engaged in discussion regarding the financial and legal aspects of the transaction. Thereafter, representatives of Allen & Company, at the request of the Shutterstock board, rendered Allen & Company’s oral opinion to the Shutterstock board, which was subsequently confirmed by delivery of a written opinion to the Shutterstock board dated January 6, 2025, to the effect that, as of such date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the merger consideration provided for in the merger agreement was fair, from a financial point of view, to holders of Shutterstock common stock. Allen & Company’s opinion is more fully described under “The Merger — Opinion of Allen & Company LLC.” The Shutterstock board then discussed the proposed merger agreement and, in light of the Shutterstock board’s review and consideration of the factors described under “— Shutterstock’s Reasons for the Merger,” the members of the Shutterstock board unanimously adopted resolutions approving, among other things, Shutterstock’s entry into the merger agreement.

Following these sessions, representatives of Skadden, with the assistance of Getty Images’ senior management team, finalized the remaining immaterial terms and conditions of the merger agreement and the other transaction documents with Shutterstock and White & Case and the terms of the significant stockholder agreement, the amended and restated registration rights agreement and Mr. Oringer’s voting and support agreement with outside legal counsel to Mr. Oringer, the Getty Family Stockholders and the Koch Investor. Additionally, representatives of Skadden and Getty Images’ senior management team finalized with Shutterstock and White & Case external communications following the execution of the agreement. Later that evening, Getty Images and Shutterstock entered into the merger agreement dated as of January 6, 2025.

On January 7, 2025, prior to the opening of trading markets, Getty Images and Shutterstock issued a joint press release announcing the transaction and hosted a joint call to further discuss the transaction.

Also on January 7, 2025, the Getty Family Stockholders and the Koch Investor executed the Getty Images stockholder written consent, which Skadden delivered to White & Case later that day.

Getty Images’ Reasons for the Merger

In evaluating the merger, the Getty Images board consulted with Getty Images management, as well as independent legal and financial advisors, and, in the course of reaching its decision (i) to approve and declare advisable the merger agreement, the merger and other transactions contemplated thereby and (ii) subject to the terms and conditions of the merger agreement, to recommend that the Getty Images stockholders approve the issuance of Getty Images common stock, the Getty Images board considered a number of factors, including the following material factors:

•        the opportunity for Getty Images’ stockholders to participate in the benefits that are expected to result from the merger, including the expectation that the business combination between Getty Images and Shutterstock will create a premier visual content company better positioned to meet the evolving needs of customers across the creative, media and advertising industries than either Getty Images or Shutterstock could do on their own;

•        Getty Images management’s assessment that the proposed business combination between Getty Images and Shutterstock is expected to benefit consumers by resulting in (i) a broader set of visual content products across still imagery, video, music, 3D and other asset types, (ii) greater capacity for the combined company to invest in innovative content creation, (iii) expanded event coverage and (iv) enhancement of customer facing technologies and capabilities, such as search, 3D imagery and generative AI, which together, Getty Images management believes, will allow the combined company to deliver a comprehensive offering to address diverse customer needs;

•        Getty Images management’s estimate, consistent with Shutterstock’s management’s estimate, that the combination of Getty Images and Shutterstock would result in between $150 million and $200 million in annual cost synergies across selling, general and administrative expenses as well as capital expenditures within the first three years, with approximately two-thirds available within the first twelve to twenty-four months, which synergies would not be achievable without completing the merger;

•        Getty Images management’s belief that the merger would result in deleveraging of Getty Images with robust cash generation to further strengthen the combined company’s financial profile and drive accelerated debt reduction and shareholder value creation;

•        Getty Images management’s belief that the combined company would have a strengthened balance sheet and increased cash flow, in part as a result of synergies and accelerated deleveraging, that management believes will provide both the financial strength and flexibility to weather competitive challenges (including such challenges posed by generative AI) and provide a foundation for future growth;

•        Getty Images management’s belief that the merger will be accretive to the combined company’s earnings and cash flow beginning in year two after the merger;

•        Getty Images management’s belief that the merger will meaningfully increase the public float of the combined company, thereby improving the combined company’s capital markets positioning;

•        Getty Images management’s assessment that the proposed business combination between Getty Images and Shutterstock is expected to benefit content creators by providing substantially greater opportunities for the combined company across product and content types to reach more than 1.4 million annual subscribers and customers in over 200 countries;

•        an assessment of alternatives to the merger (principally consisting of stand-alone development opportunities) and the expectation that the merger will create a more relevant, innovative, competitive and financially successful business than Getty Images would be able to create on a standalone basis;

•        Getty Images management’s assessment that the proposed business combination between Getty Images and Shutterstock presented attributes necessary for a successful merger, including strategic fit, acceptable execution risk, and financial benefits to Getty Images’ stockholders;

•        that the combined company will benefit from an experienced and highly motivated management team;

•        historical information concerning Getty Images and Shutterstock’s respective businesses, financial performance and condition, operations, management, competitive positions and stock performance, which comparisons generally informed Getty Images board’s determination as to the relative values of Getty Images, Shutterstock and the combined company;

•        the Getty Images forecasts and the Shutterstock forecasts;

•        the results of Getty Images’ due diligence review of Shutterstock’s businesses and operations;

•        the financial analyses presented by J.P. Morgan to the Getty Images board and the January 6, 2025 oral opinion delivered by J.P. Morgan to the Getty Images board, which was subsequently confirmed by delivery of its written opinion, dated January 6, 2025, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the aggregate consideration to be paid by Getty Images in the merger was fair, from a financial point of view, to Getty Images. J.P. Morgan’s opinion is more fully described under “The Merger — Opinion of J.P. Morgan Securities LLC” beginning on page 62 of this information statement and proxy statement/prospectus. The full text of the written opinion of J.P. Morgan, dated January 6, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex C to this information statement and proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this information statement and proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion;

•        that Getty Images expects the combined company to have the financial strength to invest in the combined company’s growth and innovation, while maintaining the flexibility and liquidity necessary to weather competitive challenges (including such challenges posed by generative AI) in the creative, media and advertising industries;

•        Getty Images management’s belief, on a pro forma 2024 basis, that the combined company would have an attractive financial profile, including (i) revenue of between $1,979 million and $1,993 million, including 46% of subscription revenue, (ii) pre-synergy EBITDA of between $569 million and $574 million, (iii) pre synergy Adjusted EBITDA less capital expenditures of between $461 million and $466 million and (iv) pre synergy net leverage of 3.0x pro forma 2024 pre-synergy EBITDA;

•        the terms and conditions in the merger agreement, including (i) certain deal protection provisions that preclude Shutterstock from actively soliciting alternative transaction proposals and requires payment by Shutterstock of a $32.7 million breakup fee to Getty Images under certain circumstances, including in the event that the merger agreement is terminated by Shutterstock to accept a superior proposal, (ii) that the parties agreed to use reasonable best efforts to obtain certain regulatory approvals related to the merger, (iii) that Mark Getty, the Chairman of the Getty Images board, will serve as the Chairman of the combined company, (iv) that the Getty Images board will designate six of the eleven members of the combined company’s board of directors, (v) that Craig Peters, the Chief Executive Officer of Getty Images, will serve as the Chief Executive Officer of the combined company and (vi) that Getty Images’ stockholders will own 54.7% of the combined company immediately following the completion of the merger based on fully diluted share counts as of January 6, 2025;

•        that the Getty Images significant stockholders and Mr. Oringer agreed to certain lock up provisions with respect to sale of stock in the combined company following the closing; and

•        that Mr. Oringer agreed to enter into a voting and support agreement, agreeing to vote his share of Shutterstock in favor of the merger.

In the course of its deliberations, the Getty Images board also considered the following risks and other countervailing factors related to entering into the merger agreement that had previously been identified and discussed by Getty Images management and the Getty Images board:

•        the potential upside in Getty Images’ stand-alone strategic plan;

•        the possibility of encountering difficulties in successfully integrating Shutterstock’s business, operations and workforce with those of Getty Images and in achieving the synergies and other benefits anticipated to result from the merger;

•        the risk that the parties may not receive the necessary or advisable regulatory approvals or clearances to complete the merger, or the receipt thereof may materially delay consummation of the merger, or that governmental authorities could attempt to condition their approvals or clearances of the merger on one or more of the parties’ compliance with certain burdensome terms or conditions that may cause one of the closing conditions to not be satisfied;

•        the fact that the exchange ratio included in the merger agreement provides for a fixed number of shares of Getty Images common stock, meaning Getty Images cannot be sure of the market value of the merger consideration that it will pay to Shutterstock stockholders in the merger;

•        the risk that Getty Images will not (i) be able to complete its existing debt modifications as required by the merger agreement or (ii) have sufficient funds to consummate the merger and be obligated to pay a $40.0 million termination fee;

•        the possibility that the merger might not be consummated for an extended period of time, the fact that the merger agreement imposes restrictions on the operations of Getty Images during the interim period between the execution of the merger agreement and the consummation of the merger, the effect of those restrictions on Getty Images’ operations and performance during that potentially extended interim period and the possibility that those restrictions could delay or prevent Getty Images from pursuing certain business opportunities that may arise during that time;

•        the possibility that the merger might not be consummated, and the fact that if it is not consummated: (i) Getty Images’ directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transactions; (ii) Getty Images will have incurred significant transaction expenses and opportunity costs; (iii) Getty Images’ relationships with its customers, key partners, content creators, employees and other third parties may be adversely affected; (iv) the trading price of Getty Images’ stock could be adversely affected; (v) the market’s perceptions of Getty Images and its prospects could be adversely affected; and (vi) Getty Images’ business may be subject to significant disruptions and decline;

•        diversion of the attention of the combined company’s management and other key employees by the integration process;

•        the potential disruption of, or the loss of momentum in, the combined company’s ongoing business as part of the integration process;

•        the substantial charges to be incurred in connection with the merger, including the costs of integrating the businesses of Getty Images and Shutterstock;

•        the challenge of integrating the workforces of Getty Images and Shutterstock while maintaining focus on providing consistent, high quality customer service and running an efficient operation;

•        the risk that despite Shutterstock’s and Getty Images’ efforts and the efforts of the combined company after the merger, Shutterstock, Getty Images, and the combined company may not be able to retain key personnel;

•        that litigation may occur in connection with the merger and that such litigation could prevent the merger or increase costs related to the merger;

•        the possibility that the Getty Images significant stockholders might not have delivered their written consent approving the Getty Images stock issuance in connection with the merger within 48 hours of execution of the merger agreement, in which case Shutterstock would have had the right to terminate the merger agreement and Getty Images would have owed a termination fee of $32.7 million; and

•        the other risks described above in the section entitled “Risk Factors” beginning on page 16.

The foregoing discussion of the information and factors considered by the Getty Images board is not intended to be exhaustive but includes the material factors considered by the Getty Images board. In reaching its decision to approve and declare advisable the merger agreement, the merger and other transactions contemplated thereby, the Getty Images board did not quantify or assign any relative weight to the factors considered, and individual directors may have given different weights to different factors. The Getty Images board considered all these factors as a whole and overall considered the factors to be favorable to, and to support, its determination.

In addition, the Getty Images board also realized that there can be no assurance regarding future results, including results expected or considered in the factors listed above. However, the Getty Images board concluded that the potential positive factors outweighed the risks and other potentially negative factors associated with the merger.

For the reasons set forth above, the Getty Images board unanimously (i) approved the terms of the merger agreement and the merger, (ii) determined that it is advisable to enter into the merger agreement, (iii) approved the execution and delivery by Getty Images of the merger agreement, the performance by Getty Images of its covenants and agreements contained in the Merger Agreement and the consummation of the merger upon the terms and subject to the conditions contained therein, including the issuance of Getty Images common stock, and (iv) resolved to submit the issuance of Getty Images common stock to the stockholders of Getty Images and to recommend approval of such stock issuance in connection with the merger by the stockholders Getty Images. The written consent of Getty Images’ significant stockholders approving the issuance of Getty Images common stock in connection with the merger as contemplated by the merger agreement was obtained on January 7, 2025.

It should be noted that the explanation of the reasoning of the Getty Images board and certain information presented in this section are forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15.

Unaudited Prospective Financial Information

Getty Images and Shutterstock do not as a matter of course make public detailed forecasts or projections for extended periods, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with the merger, Getty Images and Shutterstock are including in this information statement and proxy statement/prospectus certain unaudited prospective financial information for Getty Images and Shutterstock, and estimated synergies, that was made available as described below. We refer to this information collectively as the “prospective financial information.” A summary of this information is included in this information statement and proxy statement/prospectus solely for the purpose of providing Getty Images stockholders and Shutterstock stockholders access to certain non-public information made available to the Getty Images board and J.P. Morgan, which, at the direction of Getty Images’ management, used such prospective financial information for the purposes of its financial analyses and fairness opinion delivered to the Getty Images board, and to the Shutterstock board and Allen & Company, which delivered a fairness opinion to the Shutterstock board.

None of Getty Images, Shutterstock, nor their respective financial advisors considers the prospective financial information as necessarily predictive of actual future results. Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Getty Images and Shutterstock operate and the risks and uncertainties described under “Risk Factors” beginning on page 16, “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 and in the reports that Getty Images and Shutterstock file with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Getty Images and Shutterstock and will be beyond the control of the combined company following completion of the merger. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of Getty Images and Shutterstock could or might have taken during these time periods as those are subject to change based on actual experience and business developments. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The inclusion of this prospective financial information should not be regarded as an indication that any of Getty Images, Shutterstock, their respective affiliates, officers, directors, advisors or other representatives considered, or now considers, this prospective financial information to be necessarily predictive of actual future performance or events, particularly in light of the inherent risks and uncertainties associated with such prospective financial information, or that it should be construed as financial guidance, and it should not be relied on as such.

The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any unanticipated circumstances or events occurring after the date it was prepared, including macroeconomic events or market conditions. The prospective financial information does not take into account the effect of any possible failure of the merger to occur. No assurances can be given that if the prospective financial information had been prepared as of the date of this information statement and proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the combined company would operate after the merger.

The stand-alone prospective financial information for Getty Images and Shutterstock were prepared separately, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed, and is not intended to represent forecasted financial information for the combined company if the merger is completed.

By including in this information statement and proxy statement/prospectus a summary of the prospective financial information, neither Getty Images nor Shutterstock, nor any of their respective representatives, has made or makes any representation to any person regarding the ultimate performance of Getty Images or Shutterstock compared to the information contained in the prospective financial information. Neither Getty Images, Shutterstock, nor, after completion of the merger, the combined company, undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions, except as required by applicable securities laws. None of Getty Images, Shutterstock or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any Getty Images stockholder, Shutterstock stockholder or other person regarding Getty Images’ or Shutterstock’s ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved.

In light of the foregoing, and considering that the Shutterstock special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, you are cautioned not to place unwarranted reliance on such information, and are urged to review Getty Images’ and Shutterstock’s most recent SEC filings for a description of their reported financial results and the financial statements of Getty Images and Shutterstock incorporated by reference in this information statement and proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 180. The prospective financial information summarized in this section is not included in this information statement and proxy statement/prospectus in order to induce any Shutterstock stockholder to vote in favor of the merger proposal or the adjournment proposal to be voted on at the Shutterstock special meeting.

The prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this information statement and proxy statement/prospectus has been prepared by, and is the responsibility of, Getty Images’ and Shutterstock’s management. Ernst & Young LLP (Getty Images’ independent registered public accounting firm) and PricewaterhouseCoopers LLP (Shutterstock’s independent registered public accounting firm) have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP and PricewaterhouseCoopers LLP do not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference into this information statement and proxy statement/prospectus relates to Shutterstock’s previously issued financial statements. The Ernst & Young LLP report included in this information statement and proxy statement/prospectus relates to Getty Images’ previously issued financial statements. Neither of these reports extends to the prospective financial information and should not be read to do so.

Getty Images Forecasts

In connection with the evaluation of a potential transaction by the Getty Images board, Getty Images’ management independently prepared certain unaudited prospective financial information for Getty Images, for Shutterstock and for the combined business for fiscal years 2024 through 2029 (the “Getty Images forecasts”). The Getty Images forecasts were made available to the Getty Images board in connection with its consideration and evaluation of the merger, and were provided by Getty Images’ management to J.P. Morgan for its use and reliance in connection with its financial analyses and opinion as described below in the section captioned “The Merger Proposal — Opinion of J.P. Morgan Securities LLC.”

The following table contains certain unaudited prospective financial information for Getty Images (the “Getty Images forecast for Getty Images”):

____________

(1)      “Adjusted EBITDA” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (excluding the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

On the basis of the above Getty Images forecast for Getty Images, and at the direction of Getty Images’ management, J.P. Morgan presented the following additional income statement items to the Getty Images board (which line items were mathematically derived from the Getty Images forecast for Getty Images):

____________

(1)      “Adjusted EBITDA (post-SBC)” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (including the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

(2)      “Unlevered Free Cash Flow” is a non-GAAP measure that reflects Adjusted EBITDA (post-SBC), less tax, capital expenditures, change in net working capital and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

The following table contains certain unaudited prospective financial information for Shutterstock (the “Getty Images forecast for Shutterstock”):

____________

(1)      “Adjusted EBITDA” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (excluding the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

On the basis of the above Getty Images forecast for Shutterstock, and at the direction of Getty Images’ management, J.P. Morgan presented the following additional income statement items to the Getty Images board (which line items were mathematically derived from the Getty Images forecast for Shutterstock):

____________

(1)      “Adjusted EBITDA (post-SBC)” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (including the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

(2)      “Unlevered Free Cash Flow” is a non-GAAP measure that reflects Adjusted EBITDA (post-SBC), less tax, capital expenditures, change in net working capital and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

The following table contains certain unaudited prospective financial information for the combined business (the “Getty Images forecast for the combined business”):

____________

(1)      “Pro Forma EBITDA” is a non-GAAP measure for the combined business that reflects earnings before interest, tax, depreciation and amortization, excluding merger-related expenses and other non-operating items. This measure includes estimated realized operating synergies and estimated savings from business efficiency. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

(2)      “Pre-Tax Unlevered Free Cash Flow” is a non-GAAP measure that reflects Pro Forma EBITDA less change in net working capital, less capital expenditures, less merger-related expenses and other non-operating items. Pre-Tax Unlevered Free Cash Flow was only calculated for years 2026E, 2027E, 2028E and 2029E given the expected period between signing and closing of the merger. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

Shutterstock Forecasts

In connection with the evaluation of a potential transaction by the Shutterstock board, Shutterstock’s management independently prepared certain unaudited prospective financial information with respect to Shutterstock on a stand-alone basis for fiscal years 2024 through 2034 (the “Shutterstock forecasts”). The Shutterstock forecasts were made available to the Shutterstock board in connection with its consideration and evaluation of the merger, and were provided by Shutterstock’s management to Allen & Company and approved by Shutterstock for Allen & Company use and reliance in connection with its financial analyses and opinion as described below in the section captioned “The Merger Proposal — Opinion of Allen & Company LLC.”

The following table contains certain unaudited prospective financial information for Shutterstock (the “Shutterstock forecast for Shutterstock”):

____________

(1)      “Gross Profit” is a non-GAAP measure that reflects total revenue less royalties paid to contributors, certain custom production costs and credit card processing fees. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

(2)      “Adjusted EBITDA” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (excluding the impact of stock-based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

On the basis of the above Shutterstock forecast for Shutterstock, Allen & Company presented the following additional income statement items for Shutterstock to the Shutterstock board:

____________

(1)      “Unlevered Free Cash Flow” is a non-GAAP measure that reflects Adjusted EBITDA (post-SBC), less tax, capital expenditures, content acquisition, change in net working capital and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

The following table contains certain unaudited prospective financial information for Getty Images (the “Shutterstock forecast for Getty Images”):

____________

(1)      “Adjusted EBITDA” is a non-GAAP measure that reflects earnings before interest, tax, depreciation and amortization (excluding the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

On the basis of the above Shutterstock forecast for Getty Images, Allen & Company presented the following additional income statement items for Getty Images to the Shutterstock board:

____________

(1)      “Unlevered Free Cash Flow” is a non-GAAP measure that reflects Adjusted EBITDA (post-SBC), less tax, capital expenditures, change in net working capital and other non-operating items. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

The following table contains certain unaudited prospective financial information for the combined business (the “Shutterstock forecast for the combined business”):

____________

(1)      “Pro Forma EBITDA” is a non-GAAP measure for the combined business that reflects earnings before interest, tax, depreciation and amortization (excluding the impact of stock based compensation), excluding merger-related expenses and other non-operating items. This measure includes estimated realized operating synergies and estimated savings from business efficiency. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

(2)      “Pre-Tax Unlevered Free Cash Flow” is a non-GAAP measure that reflects Pro Forma EBITDA less change in net working capital, less capital expenditures, less merger-related expenses and other non-operating items. Pre-Tax Unlevered Free Cash Flow was only calculated for years 2026E, 2027E, and 2028E given the expected period between signing and closing of the merger. This measure should not be considered as an alternative to measures derived in accordance with GAAP.

Certain Estimated Synergies

In December 2024, Getty Images and Shutterstock management both independently and collaboratively prepared estimates of certain synergies estimated to be potentially realizable by the combined company in connection with the merger. Getty Images and Shutterstock management agreed that the estimated synergies include expected run rate synergies between $150 million and $200 million within the first three years after closing, which are referred to as the “estimated synergies,” with approximately two-thirds expected to be achieved within the first twelve to twenty-four months after closing. The estimated synergies were provided to the Getty Images and Shutterstock boards of directors and to their respective financial advisors for their use and reliance in connection with their respective financial analyses and opinions.

The estimated synergies assumed that the expected benefits of the merger would be realized, including that no restrictions, terms or other conditions would be imposed in connection with the receipt of any necessary governmental, regulatory or other approvals or consents in connection with the consummation of the merger. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for further information regarding the uncertainties and factors associated with realizing the synergies in connection with the merger.

Certain Matters Relating to Berenson

Berenson is serving as lead financial advisor to Getty Images in connection with the merger. Berenson is an independent merchant-banking firm based in New York. The firm provides bespoke investment banking services to clients around the world, as well as managing its own and third party capital for investments in a range of public and private enterprises.

Under the terms of its engagement letter, Berenson served as lead financial advisor to Getty Images in connection with the merger. Pursuant to such engagement letter, Getty Images agreed to pay to Berenson, and has subsequently paid following execution of the merger agreement, a fee of $2.0 million, which fee was not contingent upon closing of the merger. Getty Images has also agreed to pay to Berenson, contingent upon the closing of the merger, an additional fee of $8.0 million. Getty Images has also agreed to reimburse Berenson for certain of its reasonable documented and out-of-pocket expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Getty Images has agreed to indemnify Berenson and its affiliates and their respective directors, members, officers, partners, agents, employees, shareholders and controlling persons against certain losses, claims, demands, damages, liabilities and expenses arising out of or related to Berenson’s engagement.

As of January 3, 2025 (the latest date of relationship disclosure provided to the Getty Images board), Berenson did not hold any interest in the securities of Getty Images or Shutterstock and did not maintain markets or actively trade securities in Getty Images or Shutterstock. As of such date, Berenson had previously been engaged by affiliates of the Getty Family Stockholders in connection with (i) the September 2018 acquisition by Getty Investments LLC and its affiliates of Carlyle Group’s and its affiliates’ equity interests in Getty Images, (ii) Getty Images’ February 2019 refinancing and (iii) Getty Images’ July 2022 de-SPAC merger with CC Neuberger Principal Holdings II.

Neither Berenson nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Shutterstock.

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter, Getty Images retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the Getty Images board on January 6, 2025, J.P. Morgan rendered its oral opinion to the Getty Images board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the aggregate consideration to be paid by Getty Images in the proposed merger was fair, from a financial point of view, to Getty Images. J.P. Morgan confirmed its January 6, 2025 oral opinion by delivering its written opinion, dated January 6, 2025, to the Getty Images board that, as of such date, the aggregate consideration to be paid to by Getty Images in the proposed merger was fair, from a financial point of view, to Getty Images.

The full text of the written opinion of J.P. Morgan, dated January 6, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex C to this information statement and proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this information statement and proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. The Getty Images stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Getty Images board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, and was limited to the fairness, from a financial point of view, of the aggregate consideration to be paid by Getty Images in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any class of securities, creditors or other constituencies of Getty Images or as to the underlying decision by Getty Images to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness opinion committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Getty Images as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

•        reviewed the merger agreement;

•        reviewed certain publicly available business and financial information concerning Getty Images and Shutterstock and the industries in which they operate;

•        compared the financial and operating performance of Getty Images and Shutterstock with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of Getty Images common stock and Shutterstock common stock and certain publicly traded securities of such other companies;

•        reviewed certain internal financial analyses and forecasts prepared by Getty Images’ management relating to Getty Images’ and Shutterstock’s respective businesses, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the proposed merger prepared by Getty Images’ management (the “synergies”), as discussed more fully in the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus; and

•        performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of Getty Images’ management and Shutterstock’s management with respect to certain aspects of the proposed merger, the past and current business operations of Getty Images and Shutterstock, the financial condition and future prospects and operations of Getty Images and Shutterstock, the effects of the proposed merger on the financial condition and future prospects of Getty Images and Shutterstock, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Getty Images and Shutterstock or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Getty Images, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Getty Images or Shutterstock under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by Getty Images’ management as to the expected future results of operations and financial condition of Getty Images and Shutterstock to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Getty Images, and will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by Getty Images, Shutterstock, HoldCo, Merger Sub 1, Merger Sub 2 and Merger Sub 3 in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Getty Images with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on Getty Images or Shutterstock or on the contemplated benefits of the proposed merger.

The projections (including the synergies) furnished to J.P. Morgan were prepared by the Getty Images’ management as discussed more fully in the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus. Getty Images does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Getty Images’ management, including, without limitation, factors related to general economic and competitive conditions, prevailing interest rates, and other factors as set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 of this information statement and proxy statement/prospectus. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or

reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the aggregate consideration to be paid by Getty Images in the proposed merger and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the proposed merger to the holders of any class of securities, creditors or other constituencies of Getty Images or as to the underlying decision by Getty Images to engage in the proposed merger. J.P. Morgan expressed no opinion as to the election mechanism and certain proration procedures to which the aggregate consideration is subject, as set forth in the merger agreement. J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the proposed merger, or any class of such persons relative to the aggregate consideration to be paid by Getty Images in the proposed merger or with respect to the fairness of any such compensation. Furthermore, J.P. Morgan expressed no opinion as to the price at which Getty Images common stock or Shutterstock common stock will trade at any future time.

The terms of the merger agreement, including the aggregate consideration, were determined through arm’s length negotiations between Getty Images and Shutterstock, and the decision to enter into the merger agreement was solely that of the Getty Images board.

J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Getty Images board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Getty Images board or Getty Images’ management with respect to the proposed merger or the aggregate consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Getty Images board on January 6, 2025 and in the financial analyses presented to the Getty Images board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Getty Images board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of Shutterstock with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be sufficiently analogous to Shutterstock (or aspects thereof). The companies selected by J.P. Morgan were as follows:

•        Angi Inc.

•        eBay Inc.

•        Etsy, Inc.

•        Fiverr International Ltd.

•        Getty Images Holdings, Inc.

•        GoDaddy, Inc.

•        Upwork, Inc.

These companies were selected, among other reasons, by J.P. Morgan because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered to be similar to those of Shutterstock. However, certain of these companies may have characteristics that are materially different from those of Shutterstock. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Shutterstock.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the firm value (the “FV”) (calculated as equity value, plus or minus, as applicable, net debt or net cash and cash equivalents) to the analyst consensus estimates of calendar year 2025 adjusted EBITDA for the applicable company (the “FV/2025E Adj. EBITDA Multiple”).

Based on the results of this analysis, J.P. Morgan selected a FV/2025E Adj. EBITDA Multiple reference range for Shutterstock of 4.5x to 7.5x. J.P. Morgan then applied such reference range to Shutterstock’s projected Adjusted EBITDA for fiscal year 2025 provided in the Getty Images forecast for Shutterstock, as more fully described in the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus. The analysis indicated a range of implied firm value for Shutterstock (rounded to the nearest $10 million) of approximately $860 million to $1,430 million, which J.P. Morgan compared to (i) the firm value of Shutterstock based on the trading price of Shutterstock common stock as of 2:00 p.m. (Eastern Time) on January 3, 2025, immediately prior to the first public report of the proposed merger, of $1,256 million and (ii) the firm value of Shutterstock implied by the aggregate consideration of $1,264 million.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the firm values of each of Getty Images and Shutterstock (in the case of Shutterstock, on a standalone basis). J.P. Morgan calculated the unlevered free cash flows that Getty Images and Shutterstock, with and without giving effect to the synergies, are each expected to generate during fiscal years 2025 through 2029 based on the Getty Images forecast for Getty Images, in the case of Getty Images, and the Getty Images forecast for Shutterstock, in the case of Shutterstock, as discussed more fully in the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus, which were discussed with, and approved by, the Getty Images board for use by J.P. Morgan in connection with its financial analyses. J.P. Morgan also calculated a range of terminal values for Getty Images and Shutterstock, with and without giving effect to the synergies, at the end of this period by applying perpetual growth rates ranging from 2.5% to 3.5% for Getty Images, and from negative 1.0% to 0.0% for Shutterstock, based on guidance provided by Getty Images’ management, to estimates of unlevered terminal free cash flow for each of Getty Images and Shutterstock, and to the estimated annual run rate value of the net synergies, at the end of fiscal year 2029, as provided in the section entitled “The Merger — Unaudited Prospective Financial Information” beginning on page 57 of this information statement and proxy statement/prospectus.

J.P. Morgan then discounted the unlevered free cash flow estimates and the ranges of terminal values to present value as of December 31, 2024 using a range of discount rates from 9.50% to 10.50% for Getty Images, and 9.75% to 10.75% for Shutterstock on a stand-alone basis and after giving effect to the synergies, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Getty Images and Shutterstock, respectively. This analysis indicated a range of implied firm value (rounded to the nearest $10 million) for Getty Images of $2,320 million to $2,980 million, and for Shutterstock of $550 million to $630 million on a stand-alone basis and of $1,880 million to $2,120 million after giving effect to the synergies. J.P. Morgan compared the implied firm value of Shutterstock, with and without giving effect to the synergies, to (i) the firm value of Shutterstock based on the trading price of Shutterstock common stock as of 2:00 p.m. (Eastern Time) on January 3, 2025, immediately prior to the first public report of the proposed merger, of $1,256 million and (ii) the firm value of Shutterstock implied by the aggregate consideration of $1,264 million.

Value Creation Analysis

J.P. Morgan conducted an analysis of the theoretical value creation to the existing Getty Images stockholders that compared the estimated implied equity values of Getty Images and Shutterstock on a standalone basis to the estimated implied equity value of the former Getty Images stockholders’ ownership in the combined company after giving effect the synergies.

J.P. Morgan calculated the implied equity values of Getty Images and Shutterstock by adjusting their respective firm values, as determined in J.P. Morgan’s discounted cash flow analyses described above, by subtracting net debt for each of Getty Images and Shutterstock as of September 30, 2024. This analysis indicated a range of implied equity value for Getty Images of $986 million to $1,653 million, and for Shutterstock of $434 million to $516 million on a stand-alone basis.

J.P. Morgan calculated the pro forma implied equity value of the combined company by (1) adding the sum of (a) the implied equity value of Getty Images on a stand-alone basis of approximately $1,272 million, using the midpoint value determined in J.P. Morgan’s implied equity valuation of Getty Images described above, (b) the implied equity value of Shutterstock on a stand-alone basis of approximately $471 million, using the midpoint value determined in J.P. Morgan’s implied equity valuation of Shutterstock described above, and (c) the estimated value of the synergies

on a stand-alone basis of approximately $1,403 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above, (2) subtracting (a) the cash consideration to be paid to the Shutterstock stockholders in connection with the proposed merger, in the aggregate amount of approximately $359 million and (b) estimated transaction expenses, in an aggregate amount of approximately $50 million, as estimated by Getty Images’ management and (3) multiplying such result by the pro forma equity ownership of the combined company by the existing Getty Images stockholders, after giving effect to the proposed merger, of approximately 54.7%. This analysis indicated that the proposed merger implies an equity value of Getty Images shares in the combined company of approximately $1,496 million, which represents accretion in value of approximately $224 million, or 17.6%, compared to the estimated standalone equity value of Getty Images shares. There can be no assurance, however, that the implied synergies, transaction-related expenses and other impacts referred to above will not be substantially greater or less than those estimated by Getty Images’ management and described above.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Getty Images or Shutterstock. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Shutterstock. However, the companies selected were chosen by J.P. Morgan because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Shutterstock. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Shutterstock and the transactions compared to the proposed merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Getty Images with respect to the proposed merger and deliver an opinion to the Getty Images board with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Getty Images, Shutterstock and the industries in which they operate.

For financial advisory services rendered in connection with the proposed merger, Getty Images has agreed to pay J.P. Morgan an estimated fee of up to $5.0 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is payable at Getty Images’ sole discretion upon the consummation of the proposed merger. In addition, Getty Images has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had and continue to have commercial or investment banking relationships with Getty Images for which J.P. Morgan and such affiliates have received or will receive customary compensation. Such services during such period have

included acting as joint lead arranger on a credit facility of a Getty Images subsidiary in May 2023. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of a Getty Images subsidiary for which it receives customary compensation or other financial benefits. J.P. Morgan and its affiliates will arrange and/or provide financing to Getty Images in connection with the proposed merger for customary compensation. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Getty Images and its subsidiaries were approximately $1.1 million. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Neuberger Berman Group LLC (“Neuberger”), an affiliate of which is a significant stockholder of Getty Images, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as financial advisor to a Neuberger affiliate in connection with the acquisition of Neopharmed Gentili S.p.a in January 2023. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of a Neuberger affiliate for which it receives customary compensation or other financial benefits. Furthermore, J.P. Morgan and/or its affiliates are currently providing investment banking services to Neuberger and/or its affiliates, in connection with transactions that are unrelated to the proposed merger. J.P. Morgan and/or its affiliates expect to receive customary compensation in connection with such investment banking services which, considered in the aggregate and assuming all the transactions are actually completed, are expected by J.P. Morgan to be less than the fee for financial advisory services that J.P. Morgan expects to receive from Getty Images in connection with the proposed merger. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Neuberger and its affiliates were approximately $5.4 million. During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Koch Industries Inc. (“Koch”), an affiliate of which is a significant stockholder of Getty Images, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger on credit facilities of Koch in March 2023 and March 2024. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Koch for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s written opinion, the aggregate fees recognized by J.P. Morgan from Koch were approximately $0.7 million. During the two years preceding the date of J.P. Morgan’s written opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Shutterstock nor with any of Getty Investments LLC, CC Capital LLC, October 1993 Trust or The Options Settlement, all of which are significant stockholders of Getty Images. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Getty Images and Shutterstock. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Getty Images and Shutterstock for their own account or for the accounts of customers and, accordingly, likely hold long or short positions in such securities or other financial instruments.

Shutterstock’s Reasons for the Merger; Recommendation of the Shutterstock Board

In reaching its decision to approve the merger agreement and recommend its adoption by Shutterstock’s stockholders, the Shutterstock board consulted with management as well as Shutterstock’s financial and legal advisers, and also considered a variety of factors that the Shutterstock board viewed as supporting its decision, including, without limitation, the following:

•        the per share merger consideration, having an implied value of $33.07 per share of Shutterstock common stock (comprised of (i) $9.50 in cash, without interest, plus (ii) 9.17 shares of Getty Images common stock valued at $23.57 per share of Shutterstock common stock based on Getty Images’ $2.57 closing share price on January 6, 2025), representing a premium of approximately 10% over Shutterstock’s last closing share price on January 6, 2025;

•        the fact that the per share merger consideration to be paid to Shutterstock stockholders consisted of a high Getty Images common stock component and that Shutterstock stockholders would own approximately 45.3% of the equity interests of Getty Images’ common stock immediately following the completion of the merger based on fully diluted share counts as of January 3, 2025, which would give former Shutterstock stockholders the opportunity to participate in any future earnings and growth of Getty Images and future appreciation in the value of Getty Images’ common stock following the merger should they decide to retain the Getty Images common stock they would receive in the merger;

•        the Shutterstock board’s review of Getty Images’ business operations, financial condition, balance sheet, earnings and prospects and understanding of Shutterstock’s business, operations, financial condition, earnings, prospects, and the nature of the industry in which Shutterstock and Getty Images participate;

•        the expectation that the merger will result in a combined company with a strong balance sheet, with a net leverage ratio of 3.0x (on a pro forma basis over the 2024 calendar year, not inclusive of synergy realization), and with revenue of between $1,979 million and $1,993 million, including 46% of subscription revenue, EBITDA of between $569 million and $574 million, and adjusted EBITDA less capital expenditures of between $461 million and $466 million, each on a pro forma basis over the 2024 calendar year, in each case, not inclusive of synergy realization;

•        the financial analyses reviewed and discussed with the Shutterstock board by representatives of Allen & Company as well as the oral opinion of Allen & Company rendered to the Shutterstock board on January 6, 2025 (which were subsequently confirmed by delivery of a written opinion of Allen & Company dated the same date) to the effect that, as of January 6, 2025 and based on and subject to the qualifications, limitations and assumptions set forth in such opinion, the merger consideration provided for in the merger agreement was fair, from a financial point of view, to holders of Shutterstock common stock (other than, to the extent applicable, Getty Images, Merger Sub 2, Merger Sub 3 and their respective affiliates), as further described in detail below under the section entitled “The Merger — Opinion of Allen & Company LLC” beginning on page 72. The summary of the opinion of Allen & Company set forth in this information statement and proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion;

•        the opportunity for Shutterstock’s stockholders to participate in the benefits expected to result from the merger, including the expectation that the combined company will:

•        be a more diversified visual content company than either Shutterstock or Getty Images individually;

•        be better positioned to meet the evolving needs of the creative, media, and advertising industries;

•        have an expanded creative content offering across creative and editorial business lines and a diversified customer base creating complementary industry coverage;

•        facilitate greater investment in content creation, event coverage, and product and technology innovation; and

•        be better positioned against the competitive threat of “freemium” offerings and well-funded artificial intelligence competitors;

•        the potential synergies expected to be generated by the merger. Management of Shutterstock and Getty Images believe that the combination of the two companies will achieve between $150 million and $200 million in annual cost synergies by year three (3) post-closing of the merger, approximately two-thirds of which is expected to be achieved within the first twelve (12) to twenty-four (24) months post-closing of the merger, and will be accretive to earnings and cash flow of the combined company beginning in year two post-closing of the merger;

•        the Shutterstock board’s understanding of the risks and uncertainties in the industry in which Shutterstock operates, and the risks that Shutterstock would face if it continued to operate on a stand-alone public company basis, including:

•        the competitive threat presented to Shutterstock as a stand-alone company by artificial intelligence competitors;

•        Shutterstock’s declining business as a result of artificial intelligence driven headwinds for content and vulnerability in Shutterstock’s core e-commerce business; and

•        other risks and uncertainties, including the risk factors set forth in Shutterstock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024;

•        the Shutterstock board’s assessment of potential risks, rewards and uncertainties associated with remaining an independent public company as a possible strategic alternative to the sale of Shutterstock (including the potential value to Shutterstock stockholders based on Shutterstock’s strategic plan that could be expected to be generated from remaining an independent public company), and Shutterstock’s resulting determination that such alternative did not represent an attractive alternative to the merger;

•        an assessment of alternatives to the merger, including through a process undertaken by Shutterstock in 2022-2023 which involved representatives of Allen & Company, at the direction of the Shutterstock board, contacting a range of potential strategic and financial acquirors to explore interest in a potential sale of Shutterstock;

•        the assessment by the Shutterstock board, taking into account, among other things, its review of potential strategic alternatives with the assistance of Shutterstock’s management and Shutterstock’s advisors, that none of these strategic alternatives were reasonably likely to present superior opportunities for Shutterstock, or reasonably likely to create greater value for Shutterstock stockholders, than the merger;

•        the risk that pursuing other potential strategic alternatives, including continuing to operate on a standalone basis, could have resulted in the loss of an opportunity to consummate a transaction with Getty Images;

•        the Shutterstock board’s belief that it was unlikely that other potential counterparties would engage in a transaction with Shutterstock at the same or better price and other terms offered by Getty Images for the reasons described above in the section entitled “The Merger — Background of the Merger” beginning on page 41;

•        the Shutterstock board’s belief that, if Shutterstock did not enter into the merger agreement with Getty Images, there could be a considerable period of time, if ever, before the trading price per share of Shutterstock common stock would reach and sustain the implied per share price of $33.07 as adjusted for present value (even assuming full realization of Shutterstock’s management’s projections);

•        the Shutterstock board’s belief that, based on discussions with Getty Images, the per share merger consideration represented the best and final offer and the highest price per share of Shutterstock common stock that Getty Images or any other potential counterparty would be willing to pay and any request for a further price increase would have created a meaningful risk that Getty Images might determine not to enter into the transaction and to terminate the negotiations, in which event Shutterstock stockholders would lose the opportunity to obtain the proposed merger consideration being offered and the benefits associated therewith;

•        the timing of the merger and the risk that if Shutterstock did not accept Getty Images’ offer at the time it was made, Shutterstock might not have another opportunity to do so;

•        that Shutterstock will designate four (4) of the eleven (11) board members to the board of directors of the combined company and that the combined company is expected to benefit from an experienced, highly motivated combined management team;

•        the fact that Shutterstock stockholders will be able to either retain the stock portion of the per share merger consideration or, given the expected liquidity of the combined company’s stock, at their option, dispose of the stock portion of the per share merger consideration;

•        the fact that the exchange ratio included in the merger agreement provides for a fixed number of shares of Getty Images common stock which offers Shutterstock stockholders the opportunity to benefit from any increase in the trading price of Getty Images common stock before the closing of the merger;

•        the fact that Shutterstock’s stockholders will have a choice as to whether to elect to receive their merger consideration in the form of stock consideration, cash consideration or a combination of stock and cash consideration (subject to the proration mechanism for stock elections and cash elections described in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 92);

•        the fact that the cash and stock mix in the merger consideration to be paid to Shutterstock stockholders affords Shutterstock stockholders the opportunity to participate in the growth and opportunities of the combined company through the stock consideration and to receive some cash for the value of their shares through the cash consideration;

•        the likelihood that the proposed merger would be consummated based on, among other things:

•        the absence of a financing condition to Getty Images’ obligations in the merger agreement;

•        the likelihood and anticipated timing of consummating the merger in light of the limited scope of the conditions to closing;

•        the level of the commitments by the parties to obtain applicable customary regulatory approvals;

•        that Shutterstock is entitled to enforce specifically the terms of the merger agreement;

•        the belief that Getty Images would be able to obtain the applicable financing necessary to fund the cash merger consideration and other amounts due at closing of the merger, failing which, subject to the terms and conditions of the merger agreement, Shutterstock would have the right to terminate the merger agreement and receive a termination fee from Getty Images of $40.0 million; and

•        the belief that Getty Images would be able to amend or otherwise refinance its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028, failing which, subject to the terms and conditions of the merger agreement, Shutterstock would have the right to terminate the merger agreement and receive a termination fee from Getty Images of $40.0 million;

•        the other terms and conditions of the merger agreement, including:

•        the Shutterstock board’s right, after complying with the terms of the merger agreement, to terminate the merger agreement in order to enter into an agreement with respect to a superior proposal, subject to the terms and conditions of the merger agreement, including payment of a termination fee to Getty Images of $32.7 million (approximately 3.0% of Shutterstock’s equity value), which is within the customary range of termination fees payable in similar merger transactions and which, in the view of the Shutterstock board, taking into consideration the advice of its advisors, would not preclude a third party with both the financial capability and strategic interest in Shutterstock from submitting a potential superior proposal;

•        that the second merger and the third merger, taken together, is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

•        the fact that Getty Images was obligated to use reasonable best efforts to obtain the written consent to the Getty Images stock issuance, by two of Getty Images’ stockholders that together hold a majority of Getty Images’ issued and outstanding common stock, immediately following the signing of the merger agreement;

•        that the representations and warranties of each of Shutterstock and Getty Images, respectively, as well as the interim operating covenants in the Merger Agreement requiring the parties to conduct their respective businesses in the ordinary course prior to completion of the Mergers, subject to specific limitations, are reasonable under the circumstances;

•        the Shutterstock board’s view that the merger agreement was the product of arm’s-length negotiations and contained customary terms and conditions;

•        the fact that the merger would be subject to the approval of Shutterstock’s stockholders, and the stockholders would be free to reject the merger; and

•        the fact that if Shutterstock’s stockholders so desire and if they comply fully with all of the required procedures under the DGCL, they will be able to exercise appraisal rights with respect to the merger, which would allow such stockholders to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery as further described in detail below under the section entitled “The Merger — Appraisal Rights in the Merger” beginning on page 85.

The Shutterstock board also considered the potential adverse impact of other factors weighing against its decision to approve the merger agreement and recommend its adoption by Shutterstock’s stockholders, including, without limitation, the following:

•        the potential upside in Shutterstock’s stand-alone strategic plan;

•        the risk that the combined company will not be able to successfully combine Shutterstock’s business with that of Getty Images in a manner that permits the combined company to achieve the synergies and other benefits anticipated to result from the merger;

•        the challenges inherent in the combination of two businesses of Shutterstock and Getty Images, including potential risks associated with achieving anticipated synergies and successfully integrating Shutterstock’s business, operations and workforce with those of Getty Images, and the potential for revenue dis-synergies;

•        the risk that if the merger is not consummated, the trading price of Shutterstock common stock and the market’s perceptions of Shutterstock’s prospects could be adversely affected;

•        the pre-signing exclusivity arrangement with Getty Images, which prevented Shutterstock from soliciting alternative acquisition proposals;

•        the fact that the exchange ratio included in the merger agreement provides for a fixed number of shares of Getty Images common stock, meaning Shutterstock stockholders cannot be sure at the time they vote on the merger of the market value of the merger consideration they will receive, and the possibility that Shutterstock stockholders could be adversely affected by a decrease in the market price of Getty Images common stock before the closing of the merger;

•        the risk that Getty Images will not be able to obtain the applicable financing necessary to fund the cash merger consideration and other amounts due at closing of the merger;

•        the risk that Getty Images will not be able to amend or otherwise refinance its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028;

•        the risk posed by Getty Images’ significant amount of outstanding indebtedness and high leverage;

•        the risk that the attention of the combined company’s management and other key employees will be diverted from ongoing business by the integration process;

•        the potential disruption of, or the loss of momentum in, the combined company’s ongoing business as part of the integration process;

•        the substantial charges to be incurred in connection with the merger, including the costs of integrating the businesses of Shutterstock and Getty Images;

•        the challenge of integrating the workforces of Shutterstock and Getty Images while maintaining focus on providing consistent, high quality customer service and running an efficient operation;

•        the risk that despite Shutterstock’s and Getty Images’ efforts and the efforts of the combined company after the merger, Shutterstock, Getty Images, and the combined company may not be able to retain key personnel;

•        the fact that Shutterstock designees will represent less than one half of the members of the combined company’s initial board of directors;

•        the risk that the terms of the merger agreement, including provisions relating to the payment of a termination fee under specified circumstances, could have the effect of discouraging other parties that would otherwise be interested in a transaction with Shutterstock from proposing such a transaction;

•        the potential that the exchange of Shutterstock common stock for the combined company common stock will not qualify as a reorganization within the meaning of Section 368(a) of the Code for federal income tax purposes;

•        that litigation may occur in connection with the merger and that such litigation could prevent the merger or increase costs related to the merger;

•        the possibility that the merger may not be completed or that completion may be unduly delayed for reasons beyond the control of Shutterstock or Getty Images, including the failure to obtain regulatory approvals;

•        that if the merger is not completed, Shutterstock will have incurred significant risk and transaction and opportunity costs, including the possibility of disruption to Shutterstock’s operations, diversion of management and employee attention, employee attrition, and a potentially negative effect on Shutterstock’s business and customer relationships;

•        the other risks described above in the section entitled “Risk Factors” beginning on page 16; and

•        the interests that certain executive officers and directors of Shutterstock may have with respect to the merger, as described in the section entitled “The Merger — Interests of Shutterstock’s Directors and Executive Officers in the Merger” beginning on page 80, which the Shutterstock board was aware of in connection with its evaluation of the proposed merger.

In addition, the Shutterstock board also realized that there can be no assurance regarding future results, including results expected or considered in the factors listed above. However, the Shutterstock board concluded that the potential positive factors outweighed the risks and other potentially negative factors associated with the merger.

In reaching its conclusion, the Shutterstock board did not find it practical to assign, and did not assign, any relative or specific weight to the different factors that were considered, and individual members of the Shutterstock board may have given different weight to different factors. It should be noted that the explanation of the reasoning of the Shutterstock board and certain information presented in this section are forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15.

Opinion of Allen & Company LLC

Shutterstock has engaged Allen & Company as a financial advisor to Shutterstock in connection with the merger. In connection with this engagement, Shutterstock requested that Allen & Company render an opinion to the Shutterstock board regarding the fairness, from a financial point of view, of the merger consideration provided for in the merger agreement. On January 6, 2025, at a meeting of the Shutterstock board held to evaluate the merger, Allen & Company rendered an oral opinion, which was confirmed by delivery of a written opinion dated January 6, 2025, to the Shutterstock board to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the merger consideration provided for in the merger agreement was fair, from a financial point of view, to holders of Shutterstock common stock (other than, to the extent applicable, Getty Images, Merger Sub 2 and Merger Sub 3 and their respective affiliates).

The full text of Allen & Company’s written opinion, dated January 6, 2025, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached to this information statement and proxy statement/prospectus as Annex D and is incorporated by reference herein in its entirety. The description of Allen & Company’s opinion set forth in this information statement and proxy statement/prospectus is qualified in its entirety by reference to the full text of Allen & Company’s opinion. Allen & Company’s opinion and advisory services were intended for the benefit and use of the Shutterstock board (in its capacity as such) in connection with its evaluation of the merger consideration from a financial point of view and did not address any other terms, aspects or implications of the merger. Allen & Company’s opinion did not constitute a recommendation as to the course of action that Shutterstock (or the Shutterstock board or any committee thereof) should pursue in connection with the merger or otherwise address the merits of the underlying decision by Shutterstock to engage in the merger, including in comparison to other strategies or transactions that might be available to Shutterstock or which Shutterstock might engage in or consider. Allen & Company’s opinion did not constitute advice or a recommendation to any securityholder or other person as to how to vote or act on any matter relating to the merger or otherwise.

Allen & Company’s opinion reflected and gave effect to Allen & Company’s general familiarity with Shutterstock and the industry in which Shutterstock and Getty Images operate as well as information that Allen & Company received during the course of its assignment, including information provided by the managements of Shutterstock and Getty Images in the course of discussions relating to the merger as more fully described below. In arriving at its

opinion, Allen & Company neither conducted a physical inspection of the properties or facilities of Shutterstock, Getty Images or any other entity nor made or obtained any evaluations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Shutterstock, Getty Images or any other entity, or conducted any analysis concerning the solvency or fair value of Shutterstock, Getty Images or any other entity. Allen & Company did not investigate, and expressed no opinion or view regarding, any actual or potential litigation, proceedings or claims involving or impacting Shutterstock, Getty Images or any other entity and Allen & Company assumed, with Shutterstock’s consent, that there would be no developments with respect to any such matters that would be meaningful in any respect to its analyses or opinion.

In arriving at its opinion, Allen & Company, among other things:

•        reviewed the financial terms of a draft, dated January 6, 2025, of the merger agreement;

•        reviewed certain publicly available historical business and financial information relating to Shutterstock and Getty Images, including public filings of Shutterstock and Getty Images, and historical market prices for Shutterstock common stock and Getty Images common stock;

•        reviewed certain financial information relating to Shutterstock, including certain internal financial forecasts, estimates and other financial and operating data relating to Shutterstock, provided to or discussed with Allen & Company by the management of Shutterstock, as further summarized in the section entitled “The Merger — Unaudited Prospective Financial Information”, which are referred to in this section as the “Shutterstock forecasts”;

•        reviewed certain financial information relating to Getty Images, including certain internal financial forecasts, estimates and other financial and operating data relating to Getty Images, provided to or discussed with Allen & Company by the management of Getty Images, as adjusted and approved for Allen & Company’s use by the management of Shutterstock, as further summarized in the section entitled “The Merger — Unaudited Prospective Financial Information”, which are referred to in this section as the “Getty Images adjusted forecasts”;

•        held discussions with the respective managements of Shutterstock and Getty Images relating to the operations, financial condition and prospects of Shutterstock and Getty Images;

•        held discussions with the respective managements of Shutterstock and Getty Images as to potential cost synergies expected by such managements to result from the merger;

•        reviewed and analyzed certain publicly available information, including certain stock market data and financial information, relating to selected companies with businesses that Allen & Company deemed generally relevant in evaluating Shutterstock and Getty Images; and

•        conducted such other financial analyses and investigations as Allen & Company deemed necessary or appropriate for purposes of its opinion.

In rendering its opinion, Allen & Company relied upon and assumed, with Shutterstock’s consent and without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information available to Allen & Company from public sources, provided to or discussed with Allen & Company by the managements and other representatives of Shutterstock and Getty Images or otherwise reviewed by Allen & Company. With respect to the financial forecasts, estimates and other financial and operating data relating to Shutterstock and Getty Images (in the case of Getty Images, as adjusted and approved for Allen & Company’s use by the management of Shutterstock), that Allen & Company was directed to utilize for purposes of its analyses and opinion, Allen & Company was advised by the respective managements of Shutterstock and Getty Images and Allen & Company assumed, at Shutterstock’s direction, that such financial forecasts, estimates and other financial and operating data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such managements, as the case may be, as to, and were a reasonable basis upon which to evaluate, the future financial and operating performance of Shutterstock and Getty Images, the potential cost synergies expected by the managements of Shutterstock and Getty Images and the other matters covered thereby. Allen & Company also assumed, with Shutterstock’s consent, that the financial results, including, without limitation, the potential cost synergies expected by the managements of Shutterstock and Getty Images to result from the merger,

reflected in the financial forecasts, estimates and other financial and operating data utilized in Allen & Company’s analyses would be realized in the amounts and at the times projected. Allen & Company expressed no opinion or view as to any financial forecasts, estimates or other financial or operating data or the assumptions on which they were based.

Allen & Company relied, at Shutterstock’s direction, upon the assessments of the managements of Shutterstock and Getty Images as to, among other things, (i) the potential impact on Shutterstock and Getty Images of certain market, competitive, macroeconomic, seasonal, cyclical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative policies and matters relating to or otherwise affecting, the media and content industries, (ii) the respective products and platform solutions, technology and intellectual property of Shutterstock and Getty Images (including associated risks), (iii) existing and future agreements and arrangements involving, and the ability to attract, retain and/or replace, key employees and contractors, customers, content providers, distributors and other commercial relationships of Shutterstock and Getty Images, and (iv) the ability to integrate the operations of Shutterstock and Getty Images and to realize the potential cost synergies expected by the managements of Shutterstock and Getty Images to result from the merger as contemplated. With Shutterstock’s consent, Allen & Company assumed that there would be no developments with respect to any such matters that would have an adverse effect on Shutterstock, Getty Images or the merger (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

Further, Allen & Company’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Allen & Company as of, the date of its opinion. It should be understood that subsequent developments may affect the conclusion expressed in Allen & Company’s opinion and that Allen & Company assumed no responsibility for advising any person of any change in any matter affecting Allen & Company’s opinion or for updating or revising its opinion based on circumstances or events occurring after the date of such opinion. As the Shutterstock board was aware, the credit, financial and stock markets, the industry in which Shutterstock and Getty Images operate and the securities of Shutterstock and Getty Images have experienced and may continue to experience volatility and Allen & Company expressed no opinion or view as to any potential effects of such volatility on Shutterstock, Getty Images or the merger (including the contemplated benefits thereof).

Allen & Company assumed, with Shutterstock’s consent, that the merger would be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers, decrees and agreements for the merger, no delay, limitation, restriction or condition, including any divestiture or other requirements or remedies, amendments or modifications, would be imposed or occur that would have an adverse effect on Shutterstock, Getty Images or the merger (including the contemplated benefits thereof) that would be meaningful in any respect to Allen & Company’s analyses or opinion. Allen & Company also assumed, with Shutterstock’s consent, that the merger would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368 of the Code, and would otherwise qualify, as applicable, for the intended tax treatment contemplated by the merger agreement. In addition, Allen & Company assumed, with Shutterstock’s consent, that the final executed merger agreement would not differ from the draft reviewed by Allen & Company in any respect meaningful to its analyses or opinion.

Allen & Company’s opinion was limited to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration (to the extent expressly specified in such opinion), without regard to individual circumstances of specific holders of Shutterstock common stock (whether by virtue of control, voting, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Shutterstock held by such holders, and Allen & Company’s opinion did not in any way address proportionate allocation or relative fairness. Allen & Company’s opinion also did not address any other terms, aspects or implications of the merger, including, without limitation, the form or structure of the merger, any adjustments to the merger consideration, any elections to be made by the holders of Shutterstock common stock with respect to the merger consideration, any voting agreement or any other agreements, arrangements or understandings entered into in connection with, related to or contemplated by the merger or otherwise. Allen & Company expressed no opinion or view as to the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or other consideration payable to any officers, directors or employees of any party to the merger or any related entities, or any class of such persons or any other party, relative to the merger consideration or otherwise. Allen & Company did not express any opinion or view as to the actual value of Getty Images common stock when issued in the merger or the prices at which Getty Images common stock or any other securities of Getty Images, or any securities of Shutterstock, may trade or otherwise be transferable at any

time, including following announcement or consummation of the merger. In addition, Allen & Company expressed no opinion or view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the merger or otherwise or changes in, or the impact of, accounting standards, tax and other laws, regulations and governmental and legislative policies affecting Shutterstock, Getty Images or the merger (including the contemplated benefits thereof), and Allen & Company relied, at Shutterstock’s direction, upon the assessments of representatives of Shutterstock as to such matters. Allen & Company’s opinion did not constitute a recommendation as to the course of action that Shutterstock (or the Board or any committee thereof) should pursue in connection with the merger or otherwise address the merits of the underlying decision by Shutterstock to engage in the merger, including in comparison to other strategies or transactions that might be available to Shutterstock or which Shutterstock might engage in or consider.

In connection with its opinion, Allen & Company performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below and certain factors considered is not a comprehensive description of all analyses undertaken or factors considered by Allen & Company. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. Allen & Company arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Allen & Company believes that the analyses and factors summarized below must be considered as a whole and in context. Allen & Company further believes that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying Allen & Company’s analyses and opinion.

In performing its financial analyses, Allen & Company considered industry performance, general business and economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Shutterstock and Getty Images. No company, business or transaction reviewed is identical or directly comparable to Shutterstock or Getty Images, their respective businesses or the merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed. The estimates of the future performance of Shutterstock or Getty Images in or underlying Allen & Company’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by such analyses. These analyses were prepared solely as part of Allen & Company’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Shutterstock board in connection with the delivery of Allen & Company’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the assumptions and estimates used in, and the reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of Allen & Company regarding the actual value of Shutterstock and Getty Images.

Allen & Company did not recommend that any specific consideration constituted the only appropriate consideration in the merger. The type and amount of consideration payable in the merger was determined through negotiations between Shutterstock and Getty Images, rather than by any financial advisor, and was approved by the Shutterstock board. The decision to enter into the merger agreement was solely that of the Shutterstock board. Allen & Company’s opinion and analyses were only one of many factors considered by the Shutterstock board in its evaluation of the merger and the merger consideration and should not be viewed as determinative of the views of the Shutterstock board or management with respect to the merger or the merger consideration provided for in the merger agreement.

Financial Analysis

The summary of the financial analyses described in this section titled “— Financial Analysis” is a summary of the material financial analyses provided by Allen & Company in connection with its opinion, dated January 6, 2025, to the Shutterstock board. The summary set forth below is not a comprehensive description of all analyses undertaken by Allen & Company in connection with its opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses

performed by Allen & Company, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Allen & Company. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Allen & Company. Future results may differ from those described and such differences may be material. Except as otherwise noted, financial data utilized for Shutterstock and Getty Images in the financial analyses described below were based on the Shutterstock forecasts and the Getty Images adjusted forecasts, respectively.

Selected Public Companies Analyses

Allen & Company performed separate selected public companies analyses of Shutterstock and Getty Images in which Allen & Company reviewed certain financial and stock market information relating to Shutterstock, Getty Images and the selected publicly traded companies listed below.

Shutterstock.    In its selected public companies analysis of Shutterstock, Allen & Company reviewed certain financial and stock market information relating to Shutterstock and the following nine selected publicly traded companies with operations in the media and content industry that Allen & Company considered generally relevant for purposes of analysis, which are referred to in this section as the “Shutterstock selected companies”:

•        Bumble Inc.

•        Chegg, Inc.

•        Etsy, Inc.

•        Getty Images Holdings, Inc.

•        GoodRx Holdings, Inc.

•        Groupon, Inc.

•        Match Group, Inc.

•        Upwork Inc.

•        Yelp Inc.

Allen & Company reviewed, among other information, enterprise values, calculated as implied equity values based on closing stock prices on January 6, 2025 plus total debt, preferred equity and non-controlling interests (as applicable) and less cash and cash equivalents and unconsolidated assets, as a multiple of calendar year 2025 and 2026 estimated earnings before interest, taxes, depreciation and amortization (excluding the impact of stock-based compensation) (“EBITDA (Pre-SBC)”). Financial data of the Shutterstock selected companies (other than Getty Images) were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information as of January 6, 2025. Getty Images financial data was based on the Getty Images adjusted forecasts and publicly available information as of January 2, 2025, the last trading day prior to public rumors of a potential merger of Shutterstock and Getty Images (the “unaffected date”).

The overall low to high calendar year 2025 estimated EBITDA (Pre-SBC) multiple range observed for the Shutterstock selected companies was 3.3x to 11.3x. The overall low to high calendar year 2026 estimated EBITDA (Pre-SBC) multiple range observed for the Shutterstock selected companies was 3.5x to 9.5x. Allen & Company then applied a selected range of calendar year 2025 estimated EBITDA (Pre-SBC) multiples derived from the Shutterstock selected companies, using its experience and professional judgment, of 5.0x to 6.5x to corresponding data of Shutterstock based on the Shutterstock forecasts. This analysis indicated an approximate implied equity value reference range for Shutterstock of $34.70 to $45.92 per share. Allen & Company then applied a selected range of calendar year 2026 estimated EBITDA (Pre-SBC) multiples derived from the Shutterstock selected companies, using its experience and professional judgment, of 4.5x to 6.0x to corresponding data of Shutterstock based on the Shutterstock forecasts. This analysis indicated an approximate implied equity value reference range for Shutterstock of $34.20 to $46.49 per share.

Getty Images.    In its selected public companies analysis of Getty Images, Allen & Company reviewed certain financial and stock market information relating to Getty Images and the following nine publicly traded companies with operations in the media and content industry that Allen & Company considered generally relevant for purposes of analysis, which are referred to in this section as the “Getty Images selected companies”:

•        Bumble Inc.

•        Chegg, Inc.

•        Etsy, Inc.

•        GoodRx Holdings, Inc.

•        Groupon, Inc.

•        Match Group, Inc.

•        Shutterstock, Inc.

•        Upwork Inc.

•        Yelp Inc.

Allen & Company reviewed, among other information, enterprise values, calculated as implied equity values based on closing stock prices on January 6, 2025 plus total debt, preferred equity and non-controlling interests (as applicable) and less cash and cash equivalents and unconsolidated assets, as a multiple of calendar year 2025 and 2026 estimated EBITDA (Pre-SBC). Financial data of the Getty Images selected companies (other than Shutterstock) were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information as of January 6, 2025. Shutterstock financial data was based on the Shutterstock forecasts and publicly available information as of the unaffected date.

The overall low to high calendar year 2025 estimated EBITDA (Pre-SBC) multiple range observed for the Getty Images selected companies was 3.3x to 11.3x. The overall low to high calendar year 2026 estimated EBITDA (Pre-SBC) multiple range observed for the Getty Images selected companies was 3.5x to 9.5x. Allen & Company then applied a selected range of calendar year 2025 estimated EBITDA (Pre-SBC) multiples derived from the Getty Images selected companies, using its experience and professional judgment, of 7.0x to 8.5x to corresponding data of Getty Images based on the Getty Images adjusted forecasts. This analysis indicated an approximate implied equity value reference range for Getty Images of $2.03 to $3.11 per share. Allen & Company then applied a selected range of calendar year 2026 estimated EBITDA (Pre-SBC) multiples derived from the Getty Images selected companies, using its experience and professional judgment, of 6.5x to 8.0x to corresponding data of Getty Images based on the Getty Images adjusted forecasts. This analysis indicated an approximate implied equity value reference range for Getty Images of $1.90 to $3.03 per share.

Discounted Cash Flow Analyses

Allen & Company performed separate discounted cash flow analyses of Shutterstock and Getty Images as described below.

Shutterstock.    Allen & Company performed a discounted cash flow analysis of Shutterstock by calculating, based on the Shutterstock forecasts, the estimated present value (as of December 31, 2024) of the standalone unlevered, after-tax free cash flows that Shutterstock was forecasted to generate during the fiscal years ending December 31, 2024 through December 31, 2034. For purposes of this analysis, stock-based compensation was treated as a cash expense. Allen & Company calculated implied terminal values for Shutterstock by applying to Shutterstock’s unlevered, after-tax free cash flows for the fiscal year ending December 31, 2034 a selected range of perpetuity growth rates of (1.0%) to 1.0%. The present values (as of December 31, 2024) of the cash flows and terminal values were then calculated using the mid-year discounting convention and a range of discount rates from 9.0% to 11.0%, based on an analysis of the weighted average cost of capital of Shutterstock. This analysis indicated an approximate implied equity value reference range for Shutterstock of $32.91 to $41.56 per share.

Getty Images.    Allen & Company performed a discounted cash flow analysis of Getty Images by calculating, based on the Getty Images adjusted forecasts, the estimated present value (as of December 31, 2024) of the standalone unlevered, after-tax free cash flows that Getty Images was forecasted to generate during the fiscal years ending December 31, 2024 through December 31, 2029. For purposes of this analysis, stock-based compensation was treated as a cash expense. Allen & Company calculated implied terminal values for Getty Images by applying to Getty Images’ unlevered, after-tax free cash flows for the fiscal year ending December 31, 2029 a selected range of perpetuity growth rates of 1.0% to 3.0%. The present values (as of December 31, 2024) of the cash flows and terminal values were then calculated using the mid-year discounting convention and a range of discount rates from 9.0% to 11.0%, based on an analysis of the weighted average cost of capital of Getty Images. This analysis indicated an approximate implied equity value reference range for Getty Images of $1.46 to $3.92 per share.

Relative Implied Exchange Ratio Analysis

Allen & Company compared the implied per share equity value reference ranges derived for Shutterstock and Getty Images in the analyses above (in the case of Shutterstock, after adjusting such ranges downward by $9.50, the cash portion of the merger consideration in the mixed election). For each comparison, Allen & Company compared the highest per share equity value for Shutterstock to the lowest per share equity value for Getty Images to derive the highest exchange ratio implied by each pair of estimates. Allen & Company also compared the lowest per share equity value for Shutterstock to the highest per share equity value for Getty Images to derive the lowest exchange ratio implied by each pair of estimates. Allen & Company then compared the implied exchange ratio reference ranges to the exchange ratio in the mixed election. The results of this analysis are indicated in the following table:

Certain Additional Information

Allen & Company also reviewed and considered other information, which were not considered part of its financial analyses with respect to its opinion but were referenced for informational purposes.

Historical Trading Price Analysis

Allen & Company reviewed the historical closing prices of Shutterstock common stock and Getty Images common stock during the 52-week period ended January 2, 2025, which indicated low to high closing prices of Shutterstock common stock of $28.64 to $54.41 per share, low to high closing prices of Getty Images common stock of $2.06 to $5.77 per share, and the exchange ratios implied by such historical closing prices, which indicated an implied exchange ratio reference range of 3.32x to 21.80x.

Research Price Targets Analysis

Allen & Company reviewed the publicly available Wall Street research analysts’ price targets for Shutterstock common stock and Getty Images common stock, which indicated a low to high target price range for Shutterstock common stock of $32.00 to $56.00 per share, a low to high target price range for Getty Images common stock of $3.75 to $7.70 per share, and the exchange ratios implied by such stock price targets, which indicated an implied exchange ratio reference range of 2.92x to 12.40x.

Illustrative Theoretical Pro Forma Value Creation

Allen & Company reviewed an illustrative theoretical pro forma value creation for holders of Shutterstock common stock that could result from the merger based on its calculation of the implied pro forma equity value per share to holders of Shutterstock common stock by taking into account: (i) the midpoint of the implied enterprise value reference range for Shutterstock derived from the discounted cash flow analysis of Shutterstock described above in this section under “— Discounted Cash Flow Analysis — Shutterstock”; (ii) the midpoint of the implied enterprise value

reference range for Getty Images derived from the discounted cash flow analysis of Getty Images described above in this section under “— Discounted Cash Flow Analysis — Getty Images”; (iii) the estimated present value of potential cost synergies (net of costs to achieve) expected by managements of Shutterstock and Getty Images to result from the merger; and (iv) adjustments for net debt, non-controlling interest, and unconsolidated assets of Shutterstock and Getty Images and adjustments expected as a result of the merger, including new transaction debt and transaction expenses. This review indicated an approximate illustrative theoretical implied pro forma equity value per share of $40.35 for the holders of Shutterstock common stock as compared to the midpoint of the implied per share equity value reference range for Shutterstock referred to above in this section under “— Discounted Cash Flow Analysis — Shutterstock” of $36.48 and Shutterstock’s share price of $29.17 as of the unaffected date. The foregoing was reviewed for illustrative and hypothetical purposes only and was not intended as indicative of actual future trading prices or other results which may vary based on various factors, including market conditions and financial performance.

Miscellaneous

Shutterstock selected Allen & Company as its financial advisor in connection with the merger based on, among other things, Allen & Company’s reputation, experience and general familiarity with Shutterstock and the industry in which Shutterstock and Getty Images operate. Allen & Company, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. As the Shutterstock board was aware, although during the two-year period prior to the date of its opinion Allen & Company did not provide investment banking services to Shutterstock unrelated to the merger or to Getty Images for which Allen & Company received compensation, Allen & Company in the future may provide such services to Shutterstock, Getty Images and/or their respective affiliates, for which Allen & Company would expect to receive compensation. In the ordinary course, Allen & Company as a broker-dealer and certain of its affiliates, directors and officers have invested or may invest, hold long or short positions and may trade, either on a discretionary or non-discretionary basis, for their own or beneficiaries’ accounts or for those of Allen & Company’s clients, in the debt and equity securities (or related derivative securities) of Shutterstock, Getty Images and/or their respective affiliates. The issuance of Allen & Company’s opinion was approved by Allen & Company’s opinion committee.

The engagement letter between Shutterstock and Allen & Company provides for a transaction fee that is estimated, based on information available as of the date of announcement of the merger, at approximately $20.0 million, contingent upon the consummation of the merger. In addition, the engagement letter provides for a fee of $4.5 million payable to Allen & Company upon delivery of its opinion, which is creditable against the transaction fee payable upon consummation of the merger. Shutterstock also agreed to reimburse Allen & Company’s reasonable expenses and to indemnify Allen & Company and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Interests of Getty Images’ Directors and Executive Officers in the Merger

In considering the recommendation of the Getty Images board with respect to its adoption of the merger agreement, Getty Images stockholders should be aware that Getty Images’ directors and executive officers may have interests in the merger that are different from, or in addition to, those of Getty Images stockholders generally. Getty Images’ board was aware of these interests and considered them, among other matters, in approving the merger agreement. Please see “The Merger — Getty Images’ Reasons for the Merger.” These interests are summarized below.

Continuing Service as Directors on the Getty Images’ Board

The Getty Images board after the merger is expected to include seven of the current directors from the Getty Images board as of immediately prior to the effective time, in addition to four directors from the current Shutterstock board. The Getty Images board presently consists of ten directors and one vacancy. It has not yet been determined which directors of Getty Images will continue to serve as a director of the Getty Images board following the effective time, other than the Chief Executive Officer of Getty Images and Mark Getty, who is expected to be Chairman of the Getty Images board.

Continuing Employment with Getty Images

It is currently expected that the executive officers of Getty Images will continue their employment with Getty Images following the effective time on substantially similar terms and conditions as in existence immediately prior to the effective time. Following the merger, Craig Peters is expected to be the Chief Executive Officer of Getty Images.

Merger-Related Compensation for Getty Images’ Named Executive Officers

The merger does not constitute a “change in control” under any employment or compensation arrangements of Getty Images and our named executive officers are not entitled to any additional compensation or benefits that relate to or are contingent upon the merger.

Interests of Shutterstock’s Directors and Executive Officers in the Merger

When considering the recommendation of the Shutterstock board with respect to the merger, you should be aware that Shutterstock’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Shutterstock stockholders generally. The Shutterstock board was aware of these interests during its deliberations on the merits of the merger and considered them, among other matters, in deciding to recommend that Shutterstock stockholders vote to adopt the merger agreement. For more information, see the section titled “— Background of the Merger” beginning on page 41 and “— Shutterstock’s Reasons for the Merger; Recommendation of the Shutterstock Board” beginning on page 67. Such interests are described below. The merger will be a “change in control” for purposes of the Shutterstock’s executive compensation and benefit plans and agreements described below.

The Shutterstock executive officers who are named executive officers for purposes of the discussion below are Jonathan Oringer (Founder and Executive Chairman of the Shutterstock board), Paul J. Hennessy (Director and Chief Executive Officer) and Rik Powell (Chief Financial Officer). Jarrod Yahes and John Caine are also deemed to be named executive officers, but because they separated from employment with Shutterstock on December 31, 2024 and August 23, 2024, respectively, they will not receive any benefit that is payable or that may become payable that is based on, or otherwise relates to, the merger other than the merger consideration in respect of any shares of Shutterstock common stock that they own, and they are not included in the disclosure below. The Shutterstock executive officer who is not a named executive officer for purposes of the discussion below is Matthew Furlong (Chief Marketplace Officer). The Shutterstock non-employee directors for purpose of the discussion below are Rachna Bhasin, Deirdre Bigley, Thomas R. Evans, Jaime Teevan and Alfonse Upshaw.

Shutterstock and Getty Images have agreed that, following the effective time, Getty Images will terminate the employment of Messrs. Oringer, Hennessy and Powell without “cause” (so long as such executive has not committed an act that constitutes “cause”), as such term is defined in such executive’s employment agreement. In the case of Messrs. Oringer and Hennessy, such termination shall occur immediately after the effective time, and in the case of Mr. Powell, such termination shall occur no later than three months following the effective time. In addition, Shutterstock has agreed to obtain a waiver from Mr. Powell to not resign for “good reason” during such three-month period, solely as a result of the transactions in and of themselves. Getty Images has agreed to honor and assume the terms of the employment agreements and severance obligations that are applicable to such executive officers in accordance with their terms.

Treatment of Outstanding Shutterstock Equity Awards

The Shutterstock equity awards held by Shutterstock’s executive officers and directors immediately prior to the effective time will be treated in the same manner as the Shutterstock equity awards held by other employees generally. At the effective time, outstanding Shutterstock equity awards will be treated as follows:

•        Shutterstock RSU awards.    Each Shutterstock RSU award that is vested and outstanding as of immediately prior to the effective time or, pursuant to its terms in effect as of the date of the merger agreement, would become vested as of the effective time, will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock RSU award, the merger consideration. Each Shutterstock RSU award that is not converted into a right to receive the merger consideration at the effective time will be assumed by Getty Images and converted into a converted RSU award in respect of (i) an amount in cash equal to the number of shares of Shutterstock common stock subject to such Shutterstock RSU award immediately prior to the effective time multiplied by the mixed

election per share consideration and (ii) that number of shares of Getty Images common stock rounded down to the nearest whole number of shares of Getty Images common stock, equal to the product of (A) the number of shares of Shutterstock common stock subject to such Shutterstock RSU award as of immediately prior to the effective time multiplied by (B) the mixed election exchange ratio. Each converted RSU award will continue to have and will be subject to the same terms and conditions as applied to the corresponding Shutterstock RSU award immediately prior to the effective time.

Pursuant to Shutterstock’s director compensation policy, RSU awards held by non-employee directors fully vest upon a change in control.

•        Shutterstock PSU awards.    Each Shutterstock PSU award that is vested and outstanding as of immediately prior to the effective time will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock PSU award, the merger consideration. Each Shutterstock PSU award that is not converted into a right to receive the merger consideration at the effective time will be assumed by Getty Images and converted into a converted PSU award in respect of (i) an amount in cash equal to the number of shares of Shutterstock common stock subject to such Shutterstock PSU award immediately prior to the effective time (determined based on target performance) multiplied by the mixed election per share consideration and (ii) that number of shares of Getty Images common stock rounded down to the nearest whole number of shares of Getty Images common stock, equal to the product of (A) the number of shares of Shutterstock common stock subject to such Shutterstock PSU award as of immediately prior to the effective time (determined based on target performance) multiplied by (B) the mixed election exchange ratio. Each converted PSU award will continue to have and will be subject to the same terms and conditions as applied to the corresponding Shutterstock PSU award immediately prior to the effective time, except that such awards will only be subject to the time-based vesting through the applicable vesting date of the Shutterstock PSU award (which will be the vesting date set forth in the applicable award agreement governing the Shutterstock PSU award without giving effect to any determination related to performance achievement).

•        Shutterstock options.    Each Shutterstock option will be assumed by Getty Images and converted into a converted Getty Images option on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each Shutterstock option immediately prior to the effective time, except that (i) the number of shares of Getty Images common stock, rounded down to the nearest whole number of shares of Getty Images common stock, subject to the converted Getty Images option will be equal to the product of (A) the number of shares of Shutterstock common stock subject to the Shutterstock option immediately prior to the effective time multiplied by (B) the equity award exchange ratio and (ii) the per share exercise price of the converted Getty Images option, rounded up to the nearest whole cent, will be equal to the quotient of (A) the exercise price per share of Shutterstock common stock at which the Shutterstock option was exercisable immediately prior to the effective time, divided by (B) the equity award exchange ratio.

Executive Officer Change-in-Control Agreements

Shutterstock has entered into Change-in-Control Agreements with each of its executive officers providing for certain enhancements to such executive officer’s severance payments and benefits if such executive is terminated in connection with a change in control of Shutterstock, as described below. Set forth below is a summary of the payments and benefits to which each executive officer of Shutterstock will be entitled to under his employment agreement if his employment is terminated without cause or if his employment terminates for good reason within a certain period of time following a change in control of Shutterstock.

Shutterstock Change-in-Control Agreement with Jonathan Oringer

Mr. Oringer entered into a Severance and Change in Control Agreement with Shutterstock, dated September 24, 2012, which was amended in 2020 in connection with his appointment as Executive Chairman to reflect his new role. Pursuant to the Severance and Change in Control Agreement (the “Severance and CiC Agreement”), if Mr. Oringer’s employment is terminated without “cause”, other than due to Mr. Oringer’s death or “disability” or if Mr. Oringer resigns for “good reason” (in each case as defined in the Severance and CiC Agreement), in either case at any time

during the twenty-four month period immediately following a “change of control”, (which includes the transactions) Mr. Oringer will receive the “accrued benefits,” (as defined in the Severance and CiC Agreement) and, subject to his execution of a satisfactory release and compliance with the covenants set forth in the Severance and CiC Agreement, Mr. Oringer will also receive the following severance payments and benefits:

•        cash severance in an amount equal to 12 months of his then current base salary (currently $1.00), in a single lump sum payment;

•        lump sum payment equal to 100% of his full target bonus for the fiscal year in effect at the date of termination of employment (which Mr. Oringer is ineligible to receive under his current employment agreement);

•        reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Oringer and his eligible dependents for up to 12 months;

•        accelerated vesting of 100% of the then-unvested portion of all of Mr. Oringer’s outstanding equity awards; and

•        outplacement benefits for six months following termination of employment, up to a maximum of $5,000.

Shutterstock Change-in-Control Agreements with Paul Hennessy, Rik Powell and Matthew Furlong

Messrs. Hennessy, Powell and Furlong are parties to employment agreements with Shutterstock which provide that if such executive officer’s employment is terminated without “cause” (as defined in each executive officer’s employment agreement), the executive officer becomes “disabled” or the executive officer’s death, or if the executive officer resigns for “good reason” (in each case as defined in each such executive officer’s employment agreement), in each case at any time during the 12-month period immediately following a “change in control” (as defined in each executive officer’s employment agreement, which includes the merger), in addition to the receipt of “accrued benefits” (as defined in the executive officer’s employment agreement) and subject to the executive officer’s execution of an acceptable release and compliance with the covenants set forth in each of the executive officer’s employment agreements, the executive officer will receive the following severance benefits:

•        cash severance in an amount equal to 12 months (or 18 months in the case of Mr. Hennessy) of such executive officer’s then-current base salary, in a single lump sum payment;

•        a lump sum payment equal to 100% of such executive officer’s full target bonus for the fiscal year in effect at the date of termination of employment;

•        reimbursement for premiums paid for coverage pursuant to COBRA for such executive officer and such executive officer’s eligible dependents for up to 12 months; and

•        accelerated vesting of all the executive officer’s outstanding unvested equity awards, unless otherwise set forth in a performance stock unit award agreement.

Mr. Hennessy is only eligible to receive the foregoing benefits if such termination event occurs before July 1, 2026. If Mr. Hennessy is terminated without “cause” or if he becomes “disabled” or terminates due to death on or after July 1, 2026, whether or not in connection with a “change in control”, he will only receive a pro-rated bonus for the year of his termination.

Appointments to the Getty Images Board

Prior to the effective time, Getty Images has agreed to take all actions as may be necessary to cause the number of directors constituting the Getty Images board to be 11, consisting of the Chief Executive Officer of Getty Images, six directors to be designated by Getty Images from among the directors serving on the Getty Images board as of immediately prior to the effective time and four directors to be designated by Shutterstock from among the directors serving on the Shutterstock board as of immediately prior to the effective time. The directors designated by Shutterstock will be allocated as follows on the Getty Images board: one director in Class I (to serve until Getty Images 2026 annual meeting of shareholders); one director in Class II (to serve until the Getty Images 2027 annual meeting of stockholders); and two directors in Class III (to serve until the Getty Images 2028 annual meeting of stockholders). Getty Images has agreed to nominate the director(s) designated by Shutterstock whose term is expiring at the next Getty Images’ annual

meeting of stockholders following the closing for election to a subsequent term at such meeting. Paul J. Hennessy is expected to be appointed to serve as one of the members of the Getty Images board, and the other three directors to be designated by Shutterstock have not yet been determined as of the date hereof. While the specific compensation program has not been determined, it is currently expected that the compensation for non-employee directors of the combined company upon consummation of the merger will be substantially similar to the compensation program for Getty Images’ non-employee directors immediately prior to the effective time. For more information, see the section titled “The Merger Agreement — Directors and Officers” beginning on page 96.

Registration Rights

Under the terms of the merger agreement, Getty Images has agreed to enter into the Amended and Restated Registration Rights Agreement in connection with the closing of the merger, which amends its existing Registration Rights Agreement, dated July 22, 2022, by and among Getty Images and the Getty Images stockholders party thereto, whereby (i) Jonathan Oringer will become a party to the Amended and Restated Registration Rights Agreement, entitled to the same registration rights as the other stockholders party thereto, and (ii) within 90 days following the closing of the merger, Getty Images will coordinate with the stockholders party to the Amended and Restated Registration Rights Agreement to complete an underwritten secondary offering of shares of Getty Images common stock beneficially owned by such stockholders, including the resale of shares of Getty Images common stock acquired by Mr. Oringer as part of the merger consideration. For more information regarding such registration rights see “Description of Capital Stock of Getty Images — Registration Rights” beginning on page 165.

Potential Employment Arrangements with Getty Images

Any of Shutterstock’s executive officers who become officers or employees or who otherwise are retained to provide services to Getty Images or the surviving corporation may, prior to, on, or following the closing, enter into new individualized compensation arrangements with Getty Images or its affiliates and may participate in cash or equity incentive or other benefit plans maintained by Getty Images or its affiliates. As of the date of this information statement and proxy statement/prospectus, no new individualized compensation arrangements between Shutterstock’s executive officers and Getty Images or the surviving corporation have been established.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Shutterstock’s non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the closing of the merger. Such indemnification and insurance coverage is further described in the section titled “— The Merger Agreement — Indemnification and Insurance” beginning on page 115.

Merger-Related Compensation for Shutterstock’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the estimated amounts of compensation for each of Shutterstock’s named executive officers that is based on or that otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to Shutterstock’s named executive officers. The merger-related compensation payable to these individuals is subject to a non-binding advisory vote of Shutterstock’s stockholders, as described above in “Shutterstock’s Proposals — Proposal No. 2 Non-binding Compensation Proposal.” For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Shutterstock’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table and do not reflect or attempt to forecast certain compensation actions that may occur before completion of the merger, including any additional Shutterstock equity award grants, issuances or forfeitures that may occur prior to the effective time of the second merger following the date of this information statement and proxy statement/prospectus. As a result, the amount, if any, that a named executive officer actually receives in the merger may materially differ from the amounts set forth in the table. For purposes of calculating the amounts set forth in the table, the following assumptions were used:

•        A per share price of Shutterstock common stock of $30.80, which is the average closing price of Shutterstock common stock on the New York Stock Exchange over the first five business days following the first public announcement of the transactions on January 7, 2025, as required by Item 402(t) of Regulation S-K;

•        The effective time of the second merger is April 25, 2025 (which is the assumed date solely for the purposes of this golden parachute compensation disclosure); and

•        The employment of each named executive officer was or will be terminated by Getty Images without “cause” (as such term is defined in the relevant agreements), on or within the agreed-upon timeframes described above following the effective time.

Golden Parachute Compensation

____________

(1)     Cash. Consists of (i) a cash severance amount equal to 12 months (or 18 months in the case of Mr. Hennessy) of the named executive officer’s then-current base salary, in a single lump sum payment; and (ii) a lump sum payment equal to 100% of such named executive officer’s full target bonus for the fiscal year in effect at the date of termination of employment.

The cash severance and bonus amounts are all “double-trigger”, i.e., they are contingent upon a “change in control” of the Shutterstock followed by the termination by Getty Images of the named executive officer without “cause” (as described in more detail in the section entitled “Executive Officer Change-in-Control Agreements” above).

The estimated amount of each such payment is shown in the following table:

(2)      Equity.    Reflects the value of accelerated vesting of 100% of the then unvested Shutterstock RSU awards and Shutterstock PSU awards (all of which awards will be converted into converted RSUs, with the number of Shutterstock PSU awards determined based on target performance, in each case at the effective time of the merger) and Shutterstock options (which awards will be converted into converted Getty Images options at the effective time of the merger). This table does not include the value of any Shutterstock options with an exercise price above $30.80.

Such accelerated vesting is a “double trigger” benefit, i.e., it is triggered upon a “change in control” of Shutterstock followed by the termination by Getty Images of the named executive officer without “cause” (as described in more detail in the section entitled “Executive Officer Change-in-Control Agreements” above).

This table also reflects the value of vested Shutterstock RSUs awards (all of which awards will be converted into converted RSUs at the effective time of the merger), the settlement of which has been deferred until the earlier to occur of the named executive officer’s separation from service or a change in control of Shutterstock (“Shutterstock DSU awards”).

The estimated value of such awards are shown in the following table:

(3)      Benefits.    This amount represents the reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for such executive officer and such executive officer’s eligible dependents for up to 12 months and in the case of Mr. Oringer, outplacement benefits for six months following termination of employment, up to a maximum of $5,000.

          Such benefits are “double trigger” benefits, i.e., they are triggered upon a “change in control” of Shutterstock followed by the termination by Getty Images of the named executive officer without “cause” (as described in more detail in the section entitled “Executive Officer Change-in-Control Agreements” above).

(4)      Jarrod Yahes and John Caine are also deemed to be named executive officers, but because they separated from employment with Shutterstock on December 31, 2024 and August 23, 2024, respectively, they will not receive any benefit that is payable or that may become payable that is based on, or otherwise relates to, the merger other than the merger consideration in respect of any shares of Shutterstock common stock that they own.

Appraisal Rights in the Merger

Under the DGCL, Shutterstock stockholders have the right to dissent from the merger and to receive payment in cash for the fair value of your shares of Shutterstock common stock as determined by the Court of Chancery, together with interest, if any, as determined by the Court, in lieu of the consideration that you would otherwise be entitled to pursuant to the merger agreement. These rights are known as appraisal rights. Shutterstock stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to perfect appraisal rights in connection with the merger. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached as Annex E to this information statement and proxy statement/prospectus and is incorporated by reference herein in its entirety. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL may result in the loss of your appraisal rights. All references in this summary to a “stockholder” are to the record holder of shares of Shutterstock common stock unless otherwise indicated.

Section 262 of the DGCL requires that, where a merger agreement is to be submitted for adoption at a meeting of stockholders, stockholders for whom appraisal rights are available be notified not less than 20 days before the stockholders meeting to vote on the merger in connection with which appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This information statement and proxy statement/prospectus constitutes our notice to Shutterstock’s stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262 of the DGCL and a copy of the full text of Section 262 of the DGCL is attached hereto as Annex E. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex E to this information statement and proxy statement/prospectus, since failure to timely and properly comply with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL.

Any stockholder wishing to exercise appraisal rights should consider consulting legal counsel before attempting to exercise such rights.

If you wish to exercise appraisal rights with respect to your shares of Shutterstock common stock, you must satisfy each of the following conditions:

•        You must deliver to us a written demand for appraisal of your shares before the vote with respect to the merger is taken. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the adoption and approval of the merger agreement and the merger. Voting against or failing to vote for the merger proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The demand must reasonably inform us of the identity of the stockholder and the intention of the stockholder to demand appraisal of his, her or its shares. A stockholder’s failure to make a written demand before the vote with respect to the merger is taken will constitute a waiver of appraisal rights.

•        You must not vote in favor of, or consent in writing to, the merger proposal. A vote in favor of the merger proposal, by proxy submitted by mail, over the Internet, by telephone or virtually during the special meeting, will cause you to lose your appraisal rights in respect of the shares so voted and will nullify any written demands for appraisal you previously submitted. A proxy which does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal. Therefore, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the merger proposal or abstain from voting on the merger proposal.

•        You must continue to hold your shares of Shutterstock common stock from the date of making the demand through the effective date of the merger. Therefore, a stockholder who is the record holder of shares of Shutterstock common stock on the date the written demand for appraisal is made but who thereafter transfers the shares before the effective date of the merger will lose any right to appraisal with respect to such shares.

•        You must otherwise comply with the procedures set forth in Section 262 of the DGCL.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the merger consideration (without interest and subject to any required tax withholding), but you will have no appraisal rights with respect to your shares of Shutterstock common stock.

Only a holder of record of shares of Shutterstock common stock is entitled to demand an appraisal of the shares registered in that holder’s name. A demand for appraisal in respect of shares of Shutterstock common stock should be executed by or on behalf of the holder of record, fully and correctly, as his, her or its name appears on his, her or its stock certificates, and must state that such person intends thereby to demand appraisal of his, her or its shares of Shutterstock common stock in connection with the merger. If shares of Shutterstock common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made in that capacity, and if the shares of Shutterstock common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal on behalf of a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. If the shares are held in “street name” by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, we will presume that the demand covers all shares held in the name of the record owner. If you hold your shares of Shutterstock common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Beneficial owners of shares of Shutterstock common stock held in “street name” who desires appraisal should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of such shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depository. Any beneficial holder desiring appraisal who holds shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The beneficial holder of such shares should

instruct such firm, bank or institution that the demand for appraisal be made by the record holder of the shares, which may be the nominee of a central security depository if the shares have been so deposited. As required by Section 262, a demand for appraisal must reasonably inform Shutterstock of the identity of the holder(s) of record (which may be a nominee as described above) and of such holder’s intention to seek appraisal of such shares.

All written demands for appraisal pursuant to Section 262 of the DGCL should be addressed to Shutterstock at Shutterstock, Inc., 350 Fifth Avenue, 20th Floor, New York, NY 10118, and must be delivered before the vote on the merger agreement is taken at the special meeting.

Within 10 days after the effective date of the merger, Shutterstock, as the surviving corporation, must give written notice that the merger has become effective to each stockholder who has complied with Section 262 of the DGCL, has properly delivered a written demand for appraisal and who did not vote in favor of the merger agreement and the merger. At any time within 60 days after the effective date of the merger, any stockholder who has demanded an appraisal, and who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw such stockholder’s demand for appraisal and to accept the merger consideration (without interest and subject to any required tax withholding) specified by the merger agreement for his, her or its shares of Shutterstock common stock by delivering to Shutterstock, as the surviving corporation, a written withdrawal of the demand for appraisal. After this period, the stockholder may withdraw such demand for appraisal only with the written consent of Shutterstock, as the surviving corporation. Within 120 days after the effective date of the merger, any stockholder who has complied with the requirements of Section 262 of the DGCL will, upon written request to Shutterstock, as the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement and the merger and with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. A person who is the beneficial owner of shares of Shutterstock common stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, request from the corporation the statement described in the previous sentence. Such written statement will be mailed to the requesting stockholder within 10 days after such written request is received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the effective time of the merger, but not thereafter, either Shutterstock, as the surviving corporation, or any stockholder who has complied with the requirements of Section 262 of the DGCL and who is otherwise entitled to appraisal rights may file a petition in the Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. A person who is the beneficial owner of shares of Shutterstock common stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file the petition described in the previous sentence. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon Shutterstock, as the surviving corporation. If no such petition is filed within that 120-day period, appraisal rights will be lost for all holders of shares who had previously demanded appraisal of their shares. Shutterstock, as the surviving corporation, has no obligation to file such a petition in the event there are dissenting stockholders. There is no present intent on the part of Shutterstock to file an appraisal petition, and stockholders seeking to exercise appraisal rights should not assume that Shutterstock will file such a petition or that Shutterstock will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to Shutterstock, as the surviving corporation, Shutterstock will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed, a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. The Register in Chancery, if so ordered by the Court of Chancery, must give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to the stockholders shown on the list at the addresses therein stated. The forms of the notices by mail and by publication must be approved by the Court of Chancery, and the costs thereof will be borne by the surviving corporation. At the hearing on such petition, the Court of Chancery will determine the stockholders who have complied with the requirements of Section 262 of the DGCL and who have become entitled to appraisal rights. The Court of Chancery may require the stockholders who have demanded appraisal for their shares and who hold stock represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; if any stockholder fails to comply with that direction, the Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Court of

Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal or (ii) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

After determination of the stockholders entitled to appraisal of their shares of Shutterstock common stock, the Court of Chancery will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, Shutterstock, as the surviving corporation, may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (i) the difference, if any, between the amount paid and the fair value of the shares as determined by the Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time. Upon application by Shutterstock, as the surviving corporation, or by any stockholder entitled to participate in the appraisal proceeding, the Court of Chancery may, in its discretion, proceed to trial upon the appraisal before the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by Shutterstock, as the surviving corporation, and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under Section 262 of the DGCL. When the fair value is determined, the Court of Chancery will direct the payment of such value, with interest thereon, if any, by Shutterstock, as the surviving corporation, to the stockholders entitled to receive the same, in the case of holders of uncertificated stock forthwith, and in the case of holders of shares represented by certificates upon the surrender to Shutterstock of the certificates representing such stock.

In determining the fair value of the shares of Shutterstock common stock and, if applicable, interest, the Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court has stated that in making this determination of fair value, the court may consider market value, asset value, the negotiated transaction price, the unaffected stock price, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. The Delaware Supreme Court has recently indicated that absent deficiencies in the sale process the negotiated transaction price should be given “considerable weight” by the Court of Chancery in determining fair value. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

You should be aware that the fair value of your shares of Shutterstock common stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL.

Moreover, we do not anticipate offering more than the per share merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Shutterstock common stock is less than the per share merger consideration.

THE MERGER AGREEMENT

The following describes certain aspects of the merger, including certain material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this information statement and proxy statement/prospectus as Annex A and is incorporated by reference into this information statement and proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Getty Images or Shutterstock contained in this information statement and proxy statement/prospectus or in Getty Images or Shutterstock’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Getty Images and Shutterstock contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Getty Images, Shutterstock, HoldCo, Merger Sub 1, Merger Sub 2 and Merger Sub 3 were qualified and subject to important limitations agreed to by such parties in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this information statement and proxy statement/prospectus, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this information statement and proxy statement/prospectus. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Getty Images, Shutterstock, HoldCo, Merger Sub 1, Merger Sub 2 and Merger Sub 3, because the parties may take certain actions that are consented to by the appropriate party, which consent may be given without prior notice to the public.

Structure and Effective Time

The merger agreement provides that, subject to the terms and conditions of the merger agreement, (i) Merger Sub 1 will be merged with and into Shutterstock with Shutterstock surviving such merger as a wholly owned subsidiary of HoldCo immediately followed by a conversion of Shutterstock into a Delaware limited liability company, (ii) Merger Sub 2 will be merged with and into Holdco with HoldCo surviving as a wholly owned subsidiary of Getty Images and (iii) immediately thereafter, HoldCo will be merged with and into Merger Sub 3 with Merger Sub 3 surviving as a wholly owned subsidiary of Getty Images. As a result, the separate corporate existence of Holdco, Merger Sub 1 and Merger Sub 2 will cease and Shutterstock will survive the merger and continue to exist after the merger as a wholly-owned indirect subsidiary of Getty Images.

The merger will take place no later than the third business day after satisfaction or waiver of all conditions described under “— Conditions to Completion of the Merger” beginning on page 120 of this information statement and proxy statement/prospectus.

The merger will become effective at the time when Getty Images, Merger Sub 2, Merger Sub 3, Shutterstock, HoldCo and Merger Sub 1 cause to be executed and filed the requisite certificates of merger with the Secretary of State of the State of Delaware in accordance with the merger agreement and the relevant provisions of the DGCL, or such later date and time as is agreed upon by the parties and specified in the certificates of merger and conversion.

Merger Consideration

The merger agreement provides that, each share of Shutterstock common stock outstanding (other than shares held by a holder who did not vote in favor of the adoption of the merger agreement (or consent thereto in writing) and who has properly exercised appraisal rights with respect thereto in accordance with, and who has complied in all respects with, Section 262 of the DGCL, a copy of which is attached to this information statement and proxy statement/prospectus as Annex E, treasury shares and shares held by Shutterstock, Getty Images Merger Sub 2 or Merger Sub 3) will be converted into the right to receive the merger consideration.

Shares of Shutterstock common stock owned by holders entitled to demand and that have properly demanded appraisal for such shares in accordance with, and who have complied in all respects with, Section 262 of the DGCL will be treated as described under “The Merger — Appraisal Rights in the Merger” beginning on page 85 of this information statement and proxy statement/prospectus. All shares of Shutterstock common stock that are held in the treasury of Shutterstock or held by Shutterstock, Getty Images, Merger Sub 2 or Merger Sub 3, will be cancelled and will cease to exist, with no payment being made with respect thereto.

General

Shutterstock stockholders will have the right to elect to receive merger consideration for each of their shares of Shutterstock common stock either (i) a mixture of $9.50 in cash and 9.17 shares of Getty Images common stock (the “mixed election consideration”), (ii) $28.84870 in cash (the “cash election consideration”) or (iii) 13.67237 shares of Getty Images common stock (the “stock election consideration”). Shutterstock stockholders must specify different elections with respect to different shares they hold. For example, if a Shutterstock stockholder owns 100 shares of Shutterstock common stock, that stockholder may make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares. In the event of proration, a Shutterstock stockholder may be entitled to receive merger consideration in respect of some or all of the Shutterstock shares held by that stockholder in a form other than the form which that stockholder elected.

No fractional shares of Getty Images common stock will be issued in connection with the merger, and Shutterstock stockholders will receive cash in lieu of any fractional shares of Getty Images common stock to which they otherwise would have been entitled.

Merger Consideration

At the merger effective time, each outstanding share of Shutterstock common stock (other than shares held by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL, a copy of which is attached to this information statement and proxy statement/prospectus as Annex E, treasury shares and shares held by Shutterstock, Getty Images Merger Sub 2 or Merger Sub 3), will be converted into, at the election of the holder thereof but subject to the proration mechanism described below, the right to receive the following consideration:

(i)     a mixture of $9.50 in cash and 9.17 shares of Getty Images common stock;

(ii)    $28.84870 in cash; or

(iii)   13.67237 shares of Getty Images common stock.

As further described below, the election right for the holders of shares of Shutterstock common stock will be subject to proration in accordance with the terms of the merger agreement in the event that (i) the aggregate cash election consideration is greater than the maximum cash election consideration or (ii) the aggregate stock election consideration is greater than the maximum stock election consideration.

For the purposes of this information statement and proxy statement/prospectus, “maximum cash election consideration” means, an amount equal to the difference between (i) the product of (A) the number of shares of Shutterstock common stock issued and outstanding immediately prior to the effective time of the merger (other than any canceled shares and any dissenting shares, and certain adjustments for Shutterstock RSU and PSU awards) multiplied by (B) $9.50, minus (ii) the product of (A) the $9.50 multiplied by (B) the number of Shutterstock common stock shares for which the mixed election consideration is elected (or deemed made).

For the purposes of this information statement and proxy statement/prospectus, “maximum stock election consideration” means, a number of shares of Getty Images common stock equal to the difference between (i) the product of (A) the number of shares of Shutterstock common stock issued and outstanding immediately prior to the effective time of the merger (other than any canceled shares and any dissenting shares, and certain adjustments for Shutterstock RSU and PSU awards) multiplied by (B) 9.17, minus (i) the product of (A) the 9.17 multiplied by (B) the number of Shutterstock common stock shares for which the mixed election consideration is elected (or deemed made).

Mixed Election

As described above, the merger agreement provides that each Shutterstock stockholder who makes a valid mixed election (or has been deemed to have made a mixed election) will have the right to receive, in exchange for each share of Shutterstock common stock for which that stockholder makes a valid mixed election, the mixed election consideration, being a mixture of $9.50 in cash and 9.17 shares of Getty Images common stock.

Cash Election

As described above, the merger agreement provides that each Shutterstock stockholder who makes a valid cash election will have the right to receive, in exchange for each share of Shutterstock common stock for which that stockholder makes a valid cash election, the cash election consideration, being an amount in cash equal to $28.84870. However, because the aggregate amount of cash consideration to be paid to Shutterstock stockholders is limited to the maximum cash election consideration, if Shutterstock stockholders make valid elections to receive more cash consideration than is available as merger consideration under the merger agreement, Shutterstock stockholders electing cash consideration may have their cash consideration reduced and may receive a portion of their consideration in Getty Images common stock, despite their elections, as more fully described below under “— Proration.”

Stock Election

As described above, the merger agreement provides that each Shutterstock stockholder who makes a valid stock election will have the right to receive, in exchange for each share of Shutterstock common stock for which that stockholder makes a valid stock election, the stock election consideration, being 13.67237 shares of Getty Images common stock. However, because the aggregate amount of stock consideration to be paid to Shutterstock stockholders is limited to the maximum stock election consideration, if Shutterstock stockholders make valid elections to receive more stock consideration than is available as merger consideration under the merger agreement, Shutterstock stockholders electing stock consideration may have their stock consideration reduced and may receive a portion of their consideration as cash despite their elections, as more fully described below under “— Proration.”

Non-Election Shares

Any Shutterstock stockholder who does not make an election with respect to their shares of Shutterstock common stock in the merger, whose election is not received by the exchange agent by the election deadline, whose election is revoked prior to the election deadline, or whose election form is improperly completed and/or is not signed, will be deemed not to have made an election. We refer to shares as to which no election or an invalid election has been made as “non-election shares.” Non-election shares will be converted into the right to receive the mixed election consideration.

Proration

As described above, the merger agreement provides that the aggregate stock election consideration may not exceed the maximum stock election consideration and that the aggregate cash election consideration may not exceed the maximum cash election consideration. If either the cash election consideration or the stock election consideration is oversubscribed, adjustments will be made to the merger consideration to be paid to Shutterstock stockholders, in the manner described below.

Adjustment if Cash Election Consideration is Oversubscribed

The cash election consideration will be oversubscribed if the aggregate cash election consideration for which the Shutterstock stockholders have elected exceeds the maximum cash election consideration. If the cash election consideration is oversubscribed, then:

•        all Shutterstock common stock for which a stock election is made will be entitled to receive the stock election consideration;

•        all Shutterstock common stock for which a mixed election is made will be entitled to receive the mixed election consideration; and

•        all Shutterstock common stock for which a cash election is made will be entitled to receive the cash election consideration in respect of the number of such shares equal to the product obtained by multiplying (i) the number of such shares held by such holder by (ii) a fraction, the numerator of which is the maximum cash election consideration and the denominator of which is the aggregate cash election consideration payable in respect of the aggregate shares of Shutterstock common stock for which a cash election is made, with the remaining number of such holder’s shares being converted into the right to receive the stock election consideration.

Adjustment if the Stock Election Consideration is Oversubscribed

The stock election consideration will be oversubscribed if the aggregate stock election consideration for which the Shutterstock stockholders have elected exceeds the maximum stock election consideration. If the stock election consideration is oversubscribed, then:

•        all Shutterstock common stock for which a cash election is made will be entitled to receive the cash election consideration;

•        all Shutterstock common stock for which a mixed election is made will be entitled to receive the mixed election consideration; and

•        all Shutterstock common stock for which a stock election is made will be entitled to receive the stock election consideration in respect of the number of such shares equal to the product obtained by multiplying (i) the number of such shares held by such holder by (ii) a fraction, the numerator of which is the maximum stock election consideration and the denominator of which is the aggregate stock election consideration payable in respect of the aggregate shares of Shutterstock common stock for which a stock election is made, with the remaining number of such holder’s shares being converted into the right to receive the cash election consideration.

Treatment of Shutterstock Equity Awards

Prior to the effective time of the first merger (the “initial effective time”), each of Shutterstock and HoldCo will take all actions as may be necessary so that at the initial effective time, each Shutterstock RSU award, Shutterstock PSU award, and Shutterstock option (each as defined below) (collectively, the “Shutterstock equity awards”) will automatically be converted into an equity award covering that number of shares of HoldCo common stock equal to the number of shares of Shutterstock common stock subject to such Shutterstock equity award. All terms and conditions applicable to the Shutterstock equity awards immediately prior to the initial effective time will, except as provided in the immediately preceding sentence, remain in effect immediately after the initial effective time. HoldCo will remain subject to the obligations of Shutterstock with respect to all Shutterstock equity awards immediately after the initial effective time.

At the effective time, (i) each award of restricted stock units (other than Shutterstock PSU Awards, as defined below) in respect of shares of Shutterstock common stock (each, a “Shutterstock RSU award”) that is vested and outstanding as of immediately prior to the effective time or, pursuant to its terms in effect as of the date of the merger agreement, would become vested as of the effective time, will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock RSU award, the merger consideration (as if the holders of such Shutterstock RSU awards held shares of Shutterstock common stock, and subject to the election and proration mechanics described in the information statement and proxy statement/prospectus), less

applicable tax withholding or other authorized deductions, and (ii) each outstanding award of performance stock units in respect of shares of Shutterstock common stock (each, a “Shutterstock PSU award”) that is vested and outstanding as of immediately prior to the effective time will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock PSU award, the merger consideration (as if the holders of such Shutterstock PSU awards held shares of Shutterstock common stock, and subject to the election and proration mechanics described in the information statement and proxy statement/prospectus), less applicable tax withholding or other authorized deductions.

At the effective time, each outstanding and unexercised option to purchase shares of Shutterstock common stock (a “Shutterstock option” and together with Shutterstock RSU awards and Shutterstock PSU awards, the “Shutterstock equity awards”) will be assumed by Getty Images and converted into an option to acquire shares of Getty Images common stock (a “converted Getty Images option”) on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each Shutterstock option immediately prior to the effective time, except that (i) the number of shares of Getty Images common stock, rounded down to the nearest whole number of shares of Getty Images common stock, subject to the converted Getty Images option will be equal to the product of (A) the number of shares of Shutterstock common stock subject to the Shutterstock option immediately prior to the effective time multiplied by (B) the equity award exchange ratio (as defined below) and (ii) the per share exercise price of the converted Getty Images option, rounded up to the nearest whole cent, will be equal to the quotient of (A) the exercise price per share of Shutterstock common stock at which the Shutterstock option was exercisable immediately prior to the effective time, divided by (B) the equity award exchange ratio, which means the sum of (1) the mixed election exchange ratio and (2) the quotient of the mixed election per share cash consideration divided by the 10-day average closing stock price of Getty Images common stock for the period ending two business days prior to the closing as quoted on NYSE.

With respect to each Shutterstock RSU award and Shutterstock PSU award that is outstanding immediately prior to the effective time and that is not converted into a right to receive the merger consideration, at the effective time, such Shutterstock RSU award and Shutterstock PSU award will be assumed by Getty Images and converted into a time-based award (a “converted RSU award” or “converted PSU award” as applicable) in respect of (i) an amount in cash equal to the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by the mixed election per share consideration and (ii) that number of shares of Getty Images common stock rounded down to the nearest whole number of shares of Getty Images common stock, equal to the product of (A) the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award as of immediately prior to the effective time (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by (B) the mixed election exchange ratio. Each converted RSU award and converted PSU award will continue to have and will be subject to the same terms and conditions as applied to the corresponding Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time, except converted PSU awards will only be subject to the time-based vesting through the applicable vesting date of the Shutterstock PSU award (which will be the vesting date set forth in the applicable award agreement governing the Shutterstock PSU award without giving effect to any determination related to performance achievement).

At the effective time, Getty Images will assume all the obligations of Shutterstock under the Shutterstock equity incentive plans, and the number and kind of shares available for issuance under the Shutterstock equity incentive plans will be adjusted to reflect shares of Getty Images Common Stock in accordance with the provisions of the Shutterstock equity incentive plans.

Payment and Issuance of Merger Consideration; Surrender of Company Certificates

At or prior to the effective time of the merger, Getty Images will deposit with an exchange agent selected by Getty Images reasonably acceptable to Shutterstock (i) an amount in cash equal to the aggregate cash merger consideration and (ii) the number of shares of Getty Images common stock equal to the aggregate equity merger consideration, in each case, to which holders of Shutterstock common stock will be entitled at the effective time of the merger, to the extent determinable.

As promptly as practicable after the effective time of the merger (and in any event, within seven business days after the effective time of the merger), the exchange agent will mail to each holder of record of a certificate or certificates representing Shutterstock common stock whose shares of Shutterstock common stock were converted into the right to receive the merger consideration at the effective time, (i) a letter of transmittal and (ii) instructions for surrendering such certificates in exchange for payment of the merger consideration. Each holder of a certificate or certificates representing Shutterstock common stock immediately prior to the effective time of the merger (other than shares held by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL, a copy of which is attached to this information statement and proxy statement/prospectus as Annex E, treasury shares and shares held by Shutterstock, Getty Images Merger Sub 2 or Merger Sub 3) will, upon surrender thereof to the exchange agent, together with a properly completed and validly executed letter of transmittal, be entitled to receive the merger consideration for each share of Shutterstock common stock represented by such certificate. The certificates so surrendered will be cancelled. Any holder of non-certificated shares of Shutterstock common stock represented by book-entry will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent to receive the merger consideration. In lieu thereof, each registered holder of one or more book-entry shares of Shutterstock common stock will, upon receipt of an “agent’s message” by the exchange agent, be entitled to receive the merger consideration payable for each such book-entry book share.

No interest will be paid or will accrue on the cash payable upon surrender of any certificated or book-entry share of Shutterstock common stock. The merger consideration will be subject to deduction for any required withholding taxes.

If any certificate representing Shutterstock common stock has been lost, stolen or destroyed, the exchange agent will issue the merger consideration with respect to each share of Shutterstock common stock formerly represented by such certificate upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Getty Images or the exchange agent, the posting by such person of a bond in such amount as Getty Images or the exchange agent may determine is necessary as indemnity against any claim that may be made against Getty Images, the HoldCo surviving corporation or the exchange agent with respect to such certificate.

Directors and Officers

Following the merger, the Getty Images board will have eleven members, consisting of the Chief Executive Officer of Getty Images, six directors to be designated by Getty Images from among the directors serving on the Getty Images board as of immediately prior to the merger and four directors to be designated by Shutterstock from among the directors serving on the Shutterstock board as of immediately prior to the merger. The directors designated by Shutterstock will be allocated as follows on the Getty Images board: one director in Class I; one director in Class II; and two directors in Class III. Getty Images has agreed to nominate the director(s) designated by Shutterstock whose term is expiring at the next Getty Images annual meeting of stockholders following the merger for election to a subsequent term at such meeting.

Following the merger, Mark Getty is expected to be Chairman of the Getty Images board and Craig Peters is expected to be the Chief Executive Officer of Getty Images. Paul J. Hennessy is expected to be appointed to serve as one of the members of the Getty Images board, and the other three directors to be designated by Shutterstock have not yet been determined as of the date hereof.

Representations and Warranties

The merger agreement contains representations and warranties that Shutterstock, on the one hand, and Getty Images, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the merger agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in a confidential disclosure schedule provided by Shutterstock to Getty Images in connection with the signing of the merger agreement and a confidential disclosure schedule provided by Getty Images to Shutterstock in connection with the signing of the merger agreement. While Shutterstock and Getty Images do not believe that the disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the

representations and warranties set forth in the attached merger agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Shutterstock or Getty Images since they were made as of specific dates, may be intended merely as a risk allocation mechanism between Shutterstock and Getty Images and are modified in important ways by the confidential disclosure schedules.

Shutterstock has made a number of representations and warranties to Getty Images in the merger agreement regarding aspects of Shutterstock’s business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following:

•        Shutterstock’s incorporation, valid existence, good standing, qualification to do business and similar corporate matters;

•        Shutterstock’s corporate power and authority to enter into and perform its obligations under the merger agreement and complete the merger, the enforceability of the merger agreement against Shutterstock, HoldCo and Merger Sub 1, and the due execution and delivery of the merger agreement;

•        the approval of the merger agreement, the merger and the transactions contemplated thereby by the Shutterstock board and the recommendation by the Shutterstock board that the Shutterstock stockholders adopt the merger agreement;

•        the absence of violations and breaches of, or conflicts with, Shutterstock’s governing documents, certain material contracts, or any lien, order or law resulting from Shutterstock’s entry into the merger agreement or the completion of the merger;

•        Shutterstock’s capital structure, absence of preemptive rights and liens on issued and outstanding shares, and lack of a stockholder rights plan, “poison pill” or similar anti-takeover plan;

•        Shutterstock’s financial reports and the preparation of Shutterstock’s financial reports in compliance with GAAP and the applicable requirements of the SEC;

•        Shutterstock’s disclosure controls and procedures and internal control over financial reporting as required by Rule 13a-15 of the Exchange Act, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, and per the corporate governance requirements of the NYSE, as applicable to Shutterstock.

•        the absence of certain undisclosed liabilities;

•        the absence of any events that would have a material adverse effect on Shutterstock since September 30, 2024;

•        the ordinary course operation of Shutterstock’s business in all material respects since September 30, 2024;

•        Shutterstock’s real estate and material leases, subleases, licenses or other occupancy agreements for real property;

•        Shutterstock’s material compliance with applicable tax laws;

•        the absence of certain binding or restrictive provisions in Shutterstock’s material contracts as well as the validity of, and Shutterstock’s compliance with, Shutterstock’s material contracts;

•        Shutterstock’s ownership and maintenance of its intellectual property;

•        the accuracy of the information supplied by Shutterstock in connection with this information statement and proxy statement/prospectus;

•        the absence of any action, claim, suit, charge, litigation, complaint, investigation, audit, notice of violation, citation, arbitration, inquiry, or other proceeding at law or in equity (whether civil, criminal or administrative) pending or, to Shutterstock’s knowledge, threatened against Shutterstock, its subsidiaries or any of Shutterstock’s present or former officers, directors or employees in their capacity as such;

•        the absence of any collective bargaining agreements and the absence of any labor union, works council, trade union, employee organization or other labor organization representation of Shutterstock employees;

•        Shutterstock’s compliance in all material respects with all applicable laws respecting labor and employment and reasonable investigation and corrective action of sexual harassment or other discrimination or retaliation allegations of or against Shutterstock employees;

•        Shutterstock’s material benefit plans and their compliance with applicable laws;

•        Shutterstock’s maintenance of, and compliance with, material insurance policies;

•        Shutterstock’s compliance with all laws and orders applicable to its conduct and the possession of required permits and authorizations necessary to conduct Shutterstock’s current business;

•        Shutterstock’s compliance with applicable environmental laws;

•        the absence of certain transactions between Shutterstock and its related parties;

•        Shutterstock’s compliance with applicable sanctions or export, import, customs and trade and anti-boycott laws;

•        Shutterstock’s receipt of an opinion from Allen & Company LLC;

•        the inapplicability of state anti-takeover laws to the merger agreement and the consummation of the merger;

•        the absence of Shutterstock’s ownership of any of Getty Images’ shares or other equity interests in Getty Images;

•        HoldCo and Merger Sub’s formation solely for the purpose of engaging in the transactions contemplated by the merger agreement; and

•        the absence of undisclosed brokers’ fees or finders’ fees relating to the transaction.

Some of Shutterstock’s representations and warranties are qualified by a material adverse effect standard. Subject to certain exclusions, a “material adverse effect” with respect to Shutterstock means (i) any effect that, individually or in the aggregate with any other effect has had or would reasonably be likely to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Shutterstock, taken as a whole or (ii) any effect that, individually or in the aggregate with any other effect prevents or materially impairs the ability of Shutterstock to consummate the transactions contemplated by the merger agreement on or before the end date, which may be as early as January 6, 2026; provided, however, that in the case of clause (i) only, no effects to the extent resulting or arising from the following shall be deemed to constitute a material adverse effect or shall be taken into account when determining whether a material adverse effect exists or has occurred or is reasonably expected to exist or occur:

•        any changes in general economic conditions in the United States or any other country or region, including any changes affecting financial, credit, securities, foreign exchange or capital market conditions, including (i) changes in interest rates or credit ratings generally in the United States or any other country, (ii) changes in exchange rates generally for the currencies of any country or (iii) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

•        any changes in general conditions in the industry in which Shutterstock operates;

•        any changes or proposed changes after the date hereof in accounting standards or principles (including GAAP) or any guidance (including from the SEC or any other governmental entity) relating thereto or the interpretation of the foregoing;

•        any changes or proposed changes after the date hereof in applicable law, regulatory policies or interpretation thereof;

•        any failure by Shutterstock to meet (i) any public analyst estimates or expectations of Shutterstock’s revenue, earnings or other financial performance or results of operations for any period, or (ii) any internal or published projections, estimates or expectations of Shutterstock’s revenue, earnings or other financial

performance or results of operations for any period, in and of itself, or any failure by Shutterstock to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself;

•        any changes in national or international political conditions, acts of terrorism (including cyberterrorism), war, or the commencement, continuation or escalation of a war or acts of armed hostility;

•        weather conditions, natural disasters, epidemics, disease outbreaks or pandemics (including COVID-19) (or the worsening thereof), or any law, directive, guidelines or recommendations issued by the Centers for Disease Control and Prevention, the World Health Organization, any other governmental entity or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak;

•        the execution and delivery of the merger agreement, the pendency of the merger agreement or the transactions contemplated thereby, any action taken or omitted to be taken by Shutterstock at the express written direction or request of Getty Images, or the public announcement of the merger agreement or the transactions contemplated thereby (including the identity of Getty Images), including the impact thereof on the relationships, contractual or otherwise, of Shutterstock and its subsidiaries with suppliers, customers, partners or vendors (provided, that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the merger agreement or the consummation of the transactions contemplated in the merger agreement);

•        any change in the price or trading volume of Shutterstock common stock or any other publicly traded securities of Shutterstock in and of itself;

•        any reduction in the credit rating of Shutterstock in and of itself; and

•        any litigation relating to the merger agreement and the transactions contemplated thereby against Shutterstock, any of its affiliates and/or any of its or their directors or officers (in their capacity as such); provided, that with respect to any exceptions set forth in the above, to the extent such effect has had a disproportionate adverse impact on Shutterstock, taken as a whole, relative to other companies operating in the industry in which Shutterstock and its subsidiaries operate, then the incremental disproportionate adverse impact of such effect shall be taken into account for the purpose of determining whether a material adverse effect exists or has occurred or is reasonably likely to exist or occur.

Getty Images has made a number of representations and warranties to Shutterstock in the merger agreement regarding aspects of Getty Images’ business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following:

•        Getty Images’ incorporation, valid existence, good standing, qualification to do business and similar corporate matters;

•        Getty Images’ corporate power and authority to enter into and perform its obligations under the merger agreement and complete the merger, the enforceability of the merger agreement against Getty Images, Merger Sub 2 and Merger Sub 3, and the due execution and delivery of the merger agreement;

•        the approval of the merger agreement, the merger and the transactions contemplated thereby, by the Getty Images board and the recommendation by the Getty Images board that the Getty Images stockholders approve the issuance of the shares of Getty Images common stock as part of the merger consideration;

•        the absence of violations and breaches of, or conflicts with, Getty Images’ governing documents, certain material contracts, or any lien, order or law resulting from Getty Images’ entry into the merger agreement or the completion of the merger;

•        Getty Images’ capital structure, absence of preemptive rights and liens on issued and outstanding shares, and lack of a stockholder rights plan, “poison pill” or similar anti-takeover plan;

•        Getty Images’ financial reports and the preparation of Getty Images’ financial reports in compliance with GAAP, and the applicable requirements of the SEC;

•        Getty Images’ disclosure controls and procedures and internal control over financial reporting as required by Rule 13a-15 of the Exchange Act, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, and per the corporate governance requirements of the NYSE, as applicable to Getty Images.

•        the absence of certain undisclosed liabilities;

•        the absence of any events that would have a material adverse effect on Getty Images since September 30, 2024;

•        the ordinary course operation of Getty Images’ business in all material respects since September 30, 2024;

•        Getty Images’ real estate and material leases, subleases, licenses or other occupancy agreements for real property;

•        Getty Images’ material compliance with applicable tax laws;

•        the absence of certain binding or restrictive provisions in Getty Images’ material contracts as well as the validity of, and Getty Images’ compliance with, Getty Images’ material contracts;

•        Getty Images’ ownership and maintenance of its intellectual property;

•        the accuracy of the information supplied by Getty Images in connection with this information statement and proxy statement/prospectus;

•        the absence of any action, claim, suit, charge, litigation, complaint, investigation, audit, notice of violation, citation, arbitration, inquiry, or other proceeding at law or in equity (whether civil, criminal or administrative) before any governmental entity (“proceeding”) pending or, to Shutterstock’s knowledge, threatened against Getty Images, its subsidiaries or any of Getty Images’ present or former officers, directors or employees in their capacity as such;

•        the absence of any collective bargaining agreements and the absence of any labor union, works council, trade union, employee organization or other labor organization representation of Getty Images employees;

•        Getty Images’ compliance in all material respects with all applicable laws respecting labor and employment and reasonable investigation and corrective action of sexual harassment or other discrimination or retaliation allegations of or against Getty Images employees;

•        Getty Images’ material benefit plans and their compliance with applicable laws;

•        Getty Images’ maintenance of, and compliance with, material insurance policies;

•        Getty Images’ compliance with all laws and orders applicable to its conduct and the possession of required permits and authorizations necessary to conduct Getty Images current business;

•        Getty Images’ compliance with applicable environmental laws;

•        the absence of certain transactions between Getty Images and its related parties;

•        Getty Images’ compliance with applicable sanctions or export, import, customs and trade and anti-boycott laws;

•        Getty Images’ receipt of an opinion from J.P. Morgan Securities LLC regarding the fairness, from a financial point of view, of the aggregate consideration to be paid by Getty Images;

•        the inapplicability of state anti-takeover laws to the merger agreement and the consummation of the merger;

•        the absence of Getty Images’ ownership of any of Shutterstock’s shares or other equity interests in Shutterstock;

•        Merger Sub 2’s and Merger Sub 3’s formation solely for the purpose of engaging in the transactions contemplated by the merger agreement;

•        Getty Images’ sufficient cash to consummate the merger and other transactions on the closing date; and

•        the absence of undisclosed brokers’ fees or finders’ fees relating to the transaction.

Some of Getty Images’ representations and warranties are qualified by a material adverse effect standard. Subject to certain exclusions, a “material adverse effect” with respect to Getty Images means (i) any effect that, individually or in the aggregate with any other effect has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Getty Images, taken as a whole or (ii) any effect that, individually or in the aggregate with any other effect prevents or materially impairs the ability of Getty Images to consummate the transactions contemplated by the merger agreement on or before the end date, which may be as early as January 6, 2026; provided, however, that in the case of clause (i) only, no effects to the extent resulting or arising from the following shall be deemed to constitute a material adverse effect or shall be taken into account when determining whether a material adverse effect exists or has occurred or is reasonably expected to exist or occur:

•        any changes in general economic conditions in the United States or any other country or region, including any changes affecting financial, credit, securities, foreign exchange or capital market conditions, including (i) changes in interest rates or credit ratings generally in the United States or any other country, (ii) changes in exchange rates generally for the currencies of any country or (iii) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

•        any changes in general conditions in the industry in which Getty Images operates;

•        any changes or proposed changes after the date hereof in accounting standards or principles (including GAAP) or any guidance (including from the SEC or any other governmental entity) relating thereto or the interpretation of the foregoing;

•        any changes or proposed changes after the date hereof in applicable law, regulatory policies or interpretation thereof;

•        any failure by Getty Images to meet (i) any public analyst estimates or expectations of Getty Images’ revenue, earnings or other financial performance or results of operations for any period, or (ii) any internal or published projections, estimates or expectations of Getty Images’ revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Getty Images to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself;

•        any changes in national or international political conditions, acts of terrorism (including cyberterrorism), war, or the commencement, continuation or escalation of a war or acts of armed hostility;

•        weather conditions, natural disasters, epidemics, disease outbreaks or pandemics (including COVID-19) (or the worsening thereof), or any law, directive, guidelines or recommendations issued by the Centers for Disease Control and Prevention, the World Health Organization, any other governmental entity or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak;

•        the execution and delivery of the merger agreement, the pendency of the merger agreement or the transactions contemplated thereby, any action taken or omitted to be taken by Getty Images at the express written direction or request of Getty Images, or the public announcement of the merger agreement or the transactions contemplated thereby (including the identity of Getty Images), including the impact thereof on the relationships, contractual or otherwise, of Getty Images with suppliers, customers, partners or vendors (provided, that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the merger agreement or the consummation of the transactions contemplated in the merger agreement);

•        any change in the price or trading volume of Getty Images common stock or any other publicly traded securities of Getty Images in and of itself;

•        any reduction in the credit rating of Getty Images in and of itself; and

•        any litigation relating to the merger agreement and the transactions contemplated thereby against Getty Images, any of its affiliates and/or any of its or their directors or officers (in their capacity as such); provided, that with respect to any exceptions set forth in the above, to the extent such effect has had a disproportionate adverse impact on Getty Images and its subsidiaries, taken as a whole, relative to other companies operating in the industry in which Getty Images and its subsidiaries operate, then the incremental disproportionate adverse impact of such effect shall be taken into account for the purpose of determining whether a material adverse effect exists or has occurred or is reasonably likely to exist or occur.

The representations and warranties of each of the parties to the merger agreement will expire at the effective time of the merger or the termination of the merger agreement.

Conduct of Business Pending the Closing

Under the merger agreement, Shutterstock has agreed that, subject to certain exceptions in the merger agreement or in the disclosure schedule delivered by Shutterstock in connection with the merger agreement (the “Shutterstock disclosure schedules”) or as required by applicable law, between the date of the merger agreement and the effective time of the merger, unless Getty Images gives its prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed), Shutterstock will use commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course of business; (ii) maintain and preserve intact its business organization; (iii) keep available the services of its executive officers; and (iv) maintain satisfactory relationships with customers, suppliers and distributors having material business relationships with Shutterstock.

Subject to certain exceptions set forth in the merger agreement or in the Shutterstock disclosure schedules and/or as required under applicable law, without Getty Images’ prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed), Shutterstock will not, and will not cause its subsidiaries to:

•        amend its certificate of incorporation or bylaws;

•        split, combine, subdivide, amend the terms of or reclassify any of its capital stock, except for any such transaction by a wholly owned subsidiary of Shutterstock which remains a wholly owned subsidiary of Shutterstock after consummation of such transaction;

•        make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except (i) dividends paid by any of the wholly owned subsidiaries of Shutterstock to Shutterstock or to any other wholly owned subsidiaries of Shutterstock or (ii) the acceptance, surrender or withholding of shares of Shutterstock common stock as payment for withholding taxes incurred in connection with the vesting or settlement of Shutterstock equity awards in accordance with past practice and the terms of the Shutterstock equity plan as in effect on the date of the merger agreement;

•        (i) issue, sell, grant, pledge or otherwise permit to become outstanding, encumber or subject to any lien any shares of its capital stock or other equity securities or interests or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or other equity securities or interests or any options, warrants, or other rights of any kind to acquire any shares of its capital stock or other equity securities or interests, including any Shutterstock equity awards, except pursuant to the exercise or settlement of Shutterstock equity awards outstanding on the date of the merger agreement in accordance with their terms as in effect on the date of the merger agreement or pursuant to the grant of Shutterstock equity awards in accordance with the Shutterstock disclosure schedules, or (ii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other equity securities or interests;

•        adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than transactions between Shutterstock and any direct or indirect wholly owned subsidiary of Shutterstock or between direct or indirect wholly owned subsidiaries of Shutterstock;

•        (i) incur, assume, endorse, guarantee or otherwise become liable for any indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any indebtedness for borrowed money among Shutterstock and wholly owned subsidiaries of Shutterstock or among wholly owned subsidiaries of Shutterstock, (B) indebtedness for borrowed money incurred to modify, replace, renew, extend, refinance or refund any existing indebtedness for borrowed money of Shutterstock or any of the subsidiaries of Shutterstock, so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the outstanding principal amount of the indebtedness so modified, replaced, renewed, extended, refinanced or refunded except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable and customary amounts paid, and fees, premiums, penalties and expenses reasonably incurred, in connection with such refinancing, (C) guarantees by Shutterstock of indebtedness for borrowed money of wholly owned subsidiaries of Shutterstock or guarantees by wholly owned subsidiaries of Shutterstock of indebtedness for borrowed money of Shutterstock or any wholly owned subsidiaries of Shutterstock, that, indebtedness incurred or guaranteed by Shutterstock or its subsidiaries shall either (x) be, or be designated by Shutterstock in writing as, “Payoff Indebtedness” on or prior to the incurrence or guarantee thereof or (y) to the extent not constituting Payoff Indebtedness, the terms of such indebtedness shall not conflict with or prohibit any of the transactions contemplated by the merger agreement and (D) indebtedness incurred under the Shutterstock credit agreement, as in effect on the date of the merger agreement; or (ii) incur any lien on any of its material property or assets, except for permitted liens;

•        make any loans or advances to any other person;

•        (i) sell, transfer, mortgage, license, pledge, divest, surrender, cancel, abandon, allow to lapse, encumber or otherwise dispose of any of its material real or tangible properties or assets to any person other than to Shutterstock or a wholly owned subsidiary of Shutterstock, other than sales of inventory or of obsolete equipment in the ordinary course of business, or (ii) cancel, release, waive, forgive or assign any indebtedness of any person owed to it or any claims held by it against any person other than the release of immaterial claims held by it in the ordinary course of business;

•        (i) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets or properties of any other person (including any division or line of business thereof), or (ii) make any investment in or loan to any other person either by purchase of stock or securities, contributions to capital, or property transfers, except, in each case, for (A) the purchase of equipment and supplies in the ordinary course of business, (B) inbound paid-up licenses of intellectual property in the ordinary course of business, or (C) acquisition of content on terms and aggregate cost consistent with past practice in all material respects;

•        other than standard intellectual property agreements and other non-exclusive licenses, sublicenses, covenants not to assert or other non-exclusive grants of rights, (i) sell, assign, transfer, license, sublicense, grant immunities from suit, covenant not to assert or otherwise dispose of any material intellectual property in whole or in part owned or exclusively licensed to Shutterstock or its subsidiaries or (ii) allow any material registered intellectual property of Shutterstock or its subsidiaries to lapse or go abandoned, other than at the end of its term;

•        materially downgrade the integrity or security of any technology assets of Shutterstock or any of its subsidiaries;

•        (i) except as required or requested by law or as part of any audit or examination by a regulatory authority or self-regulatory authority, disclose (or authorized to be disclosed) or become subject to any duty or obligation to disclose any material trade secret or material confidential information to any person other than to persons subject to a duty of confidentiality under applicable law or pursuant to a written agreement restricting the disclosure and use of such trade secrets or confidential information by such person; or (ii) subject any material software included in the owned intellectual property of Shutterstock or its subsidiaries to “open source,” “copyleft” or analogous licenses in a manner that has or would require any public distribution of any such software, restrict in any material respect Shutterstock’s or any of

its subsidiaries’ rights to use or license or otherwise exploit any such software included in the owned intellectual property of Shutterstock or its subsidiaries, or a requirement that any other licensee of such software be permitted to modify, make derivative works of or reverse-engineer any such software;

•        during any fiscal year, make, or make any commitments (for such fiscal year) with respect to, capital expenditures in excess of the amount allocated for such year in Shutterstock’s capital expenditure budget set forth on the Shutterstock disclosure schedules plus 20% (regardless of when the amounts would be paid);

•        other than in the ordinary course of business, (i) renew or terminate (other than upon the expiration of its term pursuant to the terms thereof as in effect as of the date hereof), materially amend, or waive, release or assign any material right under, any material contract or material lease or enter into any contract that would constitute a material contract or material lease if it were in effect on the date of the merger agreement, in each case, other than (A) contracts for the acquisition of content on terms and aggregate cost consistent with past practice in all material respects or (B) contracts relating to use of owned intellectual property of Shutterstock or its subsidiaries in connection with machine learning or artificial intelligence applications, or (ii) waive, release or let lapse any material right or value in respect of any material Shutterstock asset;

•        except as required by the terms of any Shutterstock employee benefit plan as in effect on the date of the merger agreement, (i) increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, employees or individual independent contractors, other than in the ordinary course of business consistent with past practice, (ii) grant to any of its directors, officers, employees or individual independent contractors any new, or increase in, severance or termination pay, other than in the ordinary course of business consistent with past practice, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than (A) with respect to cash awards, bonuses and incentive compensation, in the ordinary course of business consistent with past practice and (B) with respect to equity or equity-based incentives, in accordance with the Shutterstock disclosure schedules, (iv) establish, adopt, enter into, materially amend or terminate any material Shutterstock employee benefit plan, other than offer letters that provide for no severance, retention or change of control benefits, (v) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (vi) terminate the employment or service of any employee or individual independent contractor, other than for cause or in the ordinary course of business consistent with past practice, or (vii) hire any employee or individual independent contractor, other than in the ordinary course of business consistent with past practice;

•        (i) modify, renew, extend, terminate or enter into any collective bargaining agreement or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of Shutterstock or its subsidiaries as the bargaining representative for any employees of Shutterstock or its subsidiaries;

•        implement or adopt any material change in its financial accounting principles, practices or methods, other than as may be required by changes in GAAP;

•        settle or compromise any proceeding (other than any such proceeding commenced by Shutterstock or its subsidiaries), except for settlements or compromises that (i) involve solely monetary remedies with a value (net of insurance proceeds actually received) not in excess of $1.0 million individually or $5.0 million in the aggregate, (ii) do not impose any material restriction on Shutterstock’s business or the business of any of its subsidiaries and (iii) do not relate to any litigation by Shutterstock stockholders in connection with the merger agreement or the transactions contemplated thereby;

•        (i) make, change or revoke any material tax election, (ii) change or adopt any tax accounting period or material method of tax accounting, (iii) file any amended tax return that would reasonably expected to result in a material increase in tax liability, (iv) enter into any “closing agreement” within the meaning of Section 7121(a) of the Code (or any similar provision of state, local or non-U.S. law) or other material agreement with any taxing authority in respect of any material tax return or material amount of taxes, (v) fail to timely pay any material tax or file any material tax return when due (taking into account any valid extension of time within which to pay or file), (vi) settle or compromise any material tax liability or any audit, assessment, investigation, examination or other proceeding relating to a material tax return or

material amount of taxes, or surrender any right to claim a material refund of taxes or (vii) except in the ordinary course of business, agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes;

•        materially reduce the amount of insurance coverage under, or fail to renew any existing, insurance policies;

•        effect or permit a plant closing, mass layoff or similar event that would trigger the WARN Act;

•        (i) amend any permits in any material respect (other than amendments in the ordinary course of business in a manner not adverse to Shutterstock or its subsidiaries), (ii) terminate, fail to diligently pursue any application for or allow to lapse, any material permits, or (iii) take any action, or fail to take any action, that would reasonably be expected to result in the material loss, expiration, termination or surrender of, or would reasonably be expected to result in the loss of any material benefit under, or be reasonably expected to cause any governmental entity to institute proceedings for the suspension, revocation or limitation of, any material permits;

•        enter into any material new line of business outside of its existing business;

•        enter into, extend, amend or terminate any material interest rate, currency, equity, commodity or other swaps, hedges, derivatives, forward sales contracts or other similar financial instruments other than in the ordinary course of business;

•        enter into any contract pursuant to which, immediately following the closing, any rights under any of the intellectual property owned or licensed by Getty Images or its affiliates (other than Shutterstock or its subsidiaries) will be granted, licensed or otherwise transferred to a third party; or

•        agree to take, or make any commitment to take, any of the foregoing actions that are prohibited.

Under the merger agreement, Getty Images has agreed that, subject to certain exceptions in the merger agreement or in the disclosure schedule delivered by Getty Images in connection with the merger agreement (the “Getty Images disclosure schedules”) or as required by applicable law, between the date of the merger agreement and the effective time of the merger, unless Shutterstock gives its prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed), Getty Images will use commercially reasonable efforts to (i) conduct its business in all material respects in the ordinary course of business; (ii) maintain and preserve intact its business organization; (iii) keep available the services of its executive officers; and (iv) maintain satisfactory relationships with customers, suppliers and distributors having material business relationships with Getty Images.

Subject to certain exceptions set forth in the merger agreement or in the Getty Images disclosure schedules and/or as required under applicable law, without Shutterstock’s prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed), Getty Images will not, and will not cause its subsidiaries to:

•        amend its certificate of incorporation or bylaws;

•        split, combine, subdivide, amend the terms of or reclassify any of its capital stock, except for any such transaction by a wholly owned subsidiary of Getty Images which remains a wholly owned subsidiary of Getty Images after consummation of such transaction;

•        make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, or any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock, except (i) dividends paid by any of the wholly owned subsidiaries of Getty Images to Getty Images or to any other wholly owned subsidiaries of Getty Images or (ii) the acceptance, surrender or withholding of shares of Getty Images common stock as payment for withholding taxes incurred in connection with the vesting or settlement of Getty Images equity awards in accordance with past practice and the terms of the Getty Images equity plan as in effect on the date of the merger agreement;

•        (i) issue, sell, grant, pledge or otherwise permit to become outstanding, encumber or subject to any lien any shares of its capital stock or other equity securities or interests or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or other equity securities or interests or any options,

warrants, or other rights of any kind to acquire any shares of its capital stock or other equity securities or interests, including any Getty Images equity awards, except pursuant to the exercise or settlement of Getty Images equity awards outstanding on the date of the merger agreement in accordance with their terms as in effect on the date of the merger agreement or pursuant to the grant of Getty Images equity awards in accordance with the Getty Images disclosure schedules, or (ii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other equity securities or interests;

•        adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization, other than transactions between Getty Images and any direct or indirect wholly owned subsidiary of Getty Images or between direct or indirect wholly owned subsidiaries of Getty Images;

•        (i) incur, assume, endorse, guarantee or otherwise become liable for any indebtedness or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any indebtedness for borrowed money among Getty Images and wholly owned subsidiaries of Getty Images or among wholly owned subsidiaries of Getty Images, (B) indebtedness for borrowed money incurred to modify, replace, renew, extend, refinance or refund any existing indebtedness for borrowed money of Getty Images or any of the subsidiaries of Getty Images, so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the outstanding principal amount of the indebtedness so modified, replaced, renewed, extended, refinanced or refunded except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable and customary amounts paid, and fees, premiums, penalties and expenses reasonably incurred, in connection with such refinancing, (C) guarantees by Getty Images of indebtedness for borrowed money of wholly owned subsidiaries of Getty Images or guarantees by wholly owned subsidiaries of Getty Images of indebtedness for borrowed money of Getty Images or any wholly owned subsidiaries of Getty Images, (D) indebtedness incurred under the Getty Images credit agreement and (E) indebtedness incurred in connection with any financing; or (ii) incur any lien on any of its material property or assets, except for permitted liens or liens arising out of any financing;

•        make any loans or advances to any other person;

•        (i) sell, transfer, mortgage, license, pledge, divest, surrender, cancel, abandon, allow to lapse, encumber or otherwise dispose of any of its material real or tangible properties or assets to any person other than to Getty Images or a wholly owned subsidiary of Getty Images, other than sales of inventory or of obsolete equipment in the ordinary course of business, or (ii) cancel, release, waive, forgive or assign any indebtedness of any person owed to it or any claims held by it against any person other than the release of immaterial claims held by it in the ordinary course of business;

•        (i) acquire (whether by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) any other person or business or any assets or properties of any other person (including any division or line of business thereof), or (ii) make any investment in or loan to any other person either by purchase of stock or securities, contributions to capital, or property transfers, except, in each case, for (A) the purchase of equipment and supplies in the ordinary course of business, (B) inbound paid-up licenses of intellectual property in the ordinary course of business, or (C) acquisition of content on terms and aggregate cost consistent with past practice in all material respects;

•        other than standard intellectual property agreements and other non-exclusive licenses, sublicenses, covenants not to assert or other non-exclusive grants of rights, (i) sell, assign, transfer, license, sublicense, grant immunities from suit, covenant not to assert or otherwise dispose of any material intellectual property in whole or in part owned or exclusively licensed by Getty Images or its subsidiaries or (ii) allow any material registered intellectual property of Getty Images or its subsidiaries to lapse or go abandoned, other than at the end of its term;

•        materially downgrade the integrity or security of any technology assets of Getty Images or any of its subsidiaries;

•        (i) except as required or requested by law or as part of any audit or examination by a regulatory authority or self-regulatory authority, disclose (or authorized to be disclosed) or become subject to any duty or obligation to disclose any material trade secret or material confidential information to any person

other than to persons subject to a duty of confidentiality under applicable law or pursuant to a written agreement restricting the disclosure and use of such trade secrets or confidential information by such person; or (ii) subject any such software included in the owned intellectual property of Getty Images or its subsidiaries to “open source,” “copyleft” or analogous licenses in a manner that has or would require any public distribution of any such software, restrict in any material respect Getty Images’ or any of its subsidiaries’ rights to use or license or otherwise exploit any material software included in the owned intellectual property of Getty Images or its subsidiaries, or a requirement that any other licensee of such software be permitted to modify, make derivative works of or reverse-engineer any such software;

•        during any fiscal year, make, or make any commitments (for such fiscal year) with respect to, capital expenditures in excess of the amount allocated for such year in Getty Images’ capital expenditure budget set forth on the Getty Images disclosure schedules plus 20% (regardless of when the amounts would be paid);

•        other than in the ordinary course of business, (i) renew or terminate (other than upon the expiration of its term pursuant to the terms thereof as in effect as of the date hereof), materially amend, or waive, release or assign any material right under, any material contract or material lease or enter into any contract that would constitute a material contract or material lease if it were in effect on the date of the merger agreement, in each case, other than (A) contracts for the acquisition of content on terms and aggregate cost consistent with past practice in all material respects or (B) contracts relating to use of owned intellectual property of Getty Images or its subsidiaries in connection with machine learning or artificial intelligence applications, or (ii) waive, release or let lapse any material right or value in respect of any material assets of Getty Images;

•        except as required by the terms of any Getty Images employee benefit plan as in effect on the date of the merger agreement, (i) increase the compensation or benefits payable or to become payable to any of its current or former directors, officers, employees or individual independent contractors, other than in the ordinary course of business consistent with past practice, (ii) grant to any of its directors, officers, employees or individual independent contractors any new, or increase in, severance or termination pay, other than in the ordinary course of business consistent with past practice, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, other than (A) with respect to cash awards, bonuses and incentive compensation, in the ordinary course of business consistent with past practice and (B) with respect to equity or equity-based incentives, in accordance with the Getty Images disclosure schedules, (iv) establish, adopt, enter into, materially amend or terminate any material Getty Images employee benefit plan, other than offer letters that provide for no severance, retention or change of control benefits, (v) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (vi) terminate the employment or service of any employee or individual independent contractor, other than for cause or in the ordinary course of business consistent with past practice, or (vii) hire any employee or individual independent contractor, other than in the ordinary course of business consistent with past practice;

•        (i) modify, renew, extend, terminate or enter into any collective bargaining agreement or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of Getty Images or its subsidiaries as the bargaining representative for any employees of Getty Images or its subsidiaries;

•        implement or adopt any material change in its financial accounting principles, practices or methods, other than as may be required by changes in GAAP;

•        settle or compromise any proceeding (other than any such proceeding commenced by Getty Images or its subsidiaries), except for settlements or compromises that (i) involve solely monetary remedies with a value (net of insurance proceeds actually received) not in excess of $1.0 million individually or $5.0 million in the aggregate, (ii) do not impose any material restriction on Getty Images’ business or the business of any of Getty Images’ subsidiaries, and (iii) do not relate to any litigation by Getty Images’ stockholders in connection with the merger agreement or the transactions contemplated thereby;

•        (i) make, change or revoke any material tax election, (ii) change or adopt any tax accounting period or material method of tax accounting, (iii) file any amended tax return that would reasonably expected to result in a material increase in tax liability, (iv) enter into any “closing agreement” within the meaning of Section 7121(a) of the Code (or any similar provision of state, local or non-U.S. law) or other material agreement with any taxing authority in respect of any material tax return or material amount of taxes, (v) fail to timely pay any material tax or file any material tax return when due (taking into account any valid extension of time within which to pay or file), (vi) settle or compromise any material tax liability or any audit, assessment, investigation, examination or other proceeding relating to a material tax return or material amount of taxes, or surrender any right to claim a material refund of taxes or (vii) except in the ordinary course of business, agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes;

•        materially reduce the amount of insurance coverage under, or fail to renew any existing, insurance policies;

•        effect or permit a plant closing, mass layoff or similar event that would trigger the WARN Act;

•        (i) amend any permits in any material respect (other than amendments in the ordinary course of business in a manner not adverse to Getty Images or its subsidiaries), (ii) terminate, fail to diligently pursue any application for or allow to lapse, any material permits, or (iii) take any action, or fail to take any action, that would reasonably be expected to result in the material loss, expiration, termination or surrender of, or would reasonably be expected to result in the loss of any material benefit under, or be reasonably expected to cause any governmental entity to institute proceedings for the suspension, revocation or limitation of, any material permits;

•        enter into any material new line of business outside of its existing business;

•        enter into, extend, amend or terminate any material interest rate, currency, equity, commodity or other swaps, hedges, derivatives, forward sales contracts or other similar financial instruments other than in the ordinary course of business;

•        enter into any contract pursuant to which, immediately following the closing, any rights under any of the intellectual property owned or licensed by Shutterstock or its affiliates (other than Getty Images or its subsidiaries) will be granted, licensed or otherwise transferred to a third party; or

•        agree to take, or make any commitment to take, any of the foregoing actions that are prohibited.

No-Shop by Shutterstock; Change in Recommendation

Upon entry into the merger agreement, Shutterstock agreed to and to cause each of its controlled affiliates and its and their respective officers, directors and employees, and use its reasonable best efforts to cause its other representatives (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussions or negotiations with (or provision of any information to) any persons with respect to a Shutterstock takeover proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Shutterstock takeover proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, encouraging or facilitating, a Shutterstock takeover proposal or (C) approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to a Shutterstock takeover proposal. Shutterstock also agreed not to, and to cause its controlled affiliates not to, release any third party from, or waive, amend, modify or terminate any provision of, or grant permission under, or fail to enforce, any confidentiality or, standstill provision in any agreement to which Shutterstock or any of its controlled affiliates is a party; provided, that, if the Shutterstock board determines in good faith, after consultation with Shutterstock’s outside legal counsel, that such action or the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Delaware law, Shutterstock may, with prompt written notice to Getty Images thereafter, waive any such standstill provision solely to the extent necessary to permit a third party (if it has not been solicited in breach of the merger agreement) to make a Shutterstock takeover proposal to the Shutterstock board.

Shutterstock agreed to, and agreed to cause its controlled affiliates to, promptly (and in any event within three business days) (i) request any person that has executed a confidentiality or non-disclosure agreement at any time within the twelve month period immediately prior to the date of the merger agreement in connection with any actual or potential Shutterstock takeover proposal that remained in effect as of the date of the merger agreement to return or destroy all confidential information in the possession of such person or its representatives in accordance with such confidentiality or non-disclosure agreement and (ii) terminate access to any physical or electronic data rooms relating to any actual or potential Shutterstock takeover proposal by any such person and its representatives.

However, if at any time after the date of the merger agreement and prior to the time that Shutterstock’s stockholder approval is obtained, Shutterstock or any of its representatives receives a bona fide unsolicited written Shutterstock takeover proposal from any person that did not result from a material breach by Shutterstock, its controlled affiliates or their respective representatives of the merger agreement, and if the Shutterstock board determines in good faith after consultation with its outside financial advisor and outside legal counsel, that such Shutterstock takeover proposal constitutes or would reasonably be expected to lead to a Shutterstock superior proposal, then Shutterstock and its representatives may (A) furnish, pursuant to a confidentiality agreement, information (including non-public information) with respect to Shutterstock and its subsidiaries to the person who has made such Shutterstock takeover proposal and its representatives. However, Shutterstock must, within forty-eight hours of the delivery to such person provide or make available to Getty Images any non-public information concerning Shutterstock or any of its subsidiaries that is provided or made available to such person or its representatives unless such non-public information has been previously provided or made available to Getty Images and (B) engage in or otherwise participate in discussions or negotiations with the person making such Shutterstock takeover proposal and its representatives regarding such Shutterstock takeover proposal. Shutterstock must then promptly (and in any event within twenty four hours) notify Getty Images if the Shutterstock board makes a determination that a Shutterstock takeover proposal constitutes or would reasonably be expected to lead to a Shutterstock superior proposal or if Shutterstock enters into discussions or negotiations permitted under these provisions of the merger agreement.

Shutterstock has agreed to promptly (and in no event later than twenty four hours after its receipt) notify Getty Images in writing in the event that Shutterstock or any of its representatives receives a Shutterstock takeover proposal, and agreed to disclose to Getty Images the identity of the person making the Shutterstock takeover proposal, the material terms and conditions thereof and, if applicable, the nature of any information so requested (including an unredacted copy of such Shutterstock takeover proposal (including any related documents and correspondence) or, where such Shutterstock takeover proposal is not in writing, a written description of the financial and other material terms thereof). Shutterstock agreed to keep Getty Images reasonably informed on a prompt basis as to the status of (including any material developments related thereto) such Shutterstock takeover proposal and to promptly (and in any event within twenty four hours) notify Getty Images of any modifications to the financial or other material terms of any such Shutterstock takeover proposal (with any amendments or proposed amendments to economic terms being deemed material for this purpose). Shutterstock agreed that it and its controlled affiliates will not enter into any agreement with any person subsequent to the date of the merger agreement which prohibits Shutterstock from complying with these obligations.

Except as permitted within these obligations described in the merger agreement, the Shutterstock board (including any committee thereof) has agreed not to (i) (A) fail to include its recommendation to adopt the merger agreement in this information statement and proxy statement/prospectus when disseminated to Shutterstock’s stockholders, (B) change, qualify, withhold, withdraw or modify, or publicly propose or announce its intention to change, qualify, withhold, withdraw or modify, in either case, in a manner adverse to Getty Images, such recommendation, (C) adopt, approve or recommend to stockholders of Shutterstock, or publicly propose or announce its intention to adopt, approve or recommend to stockholders of Shutterstock, a Shutterstock takeover proposal, (D) if a Shutterstock takeover proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Shutterstock common stock (other than by Getty Images or an affiliate of Getty Images) has been publicly disclosed, fail to publicly recommend, in this information statement and proxy statement/prospectus on Schedule 14D-9, against acceptance of such tender offer or exchange offer by the stockholders of Shutterstock on or prior to the earlier of (x) three business days prior to the date the Shutterstock stockholder meeting is held (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to the date the Shutterstock stockholder meeting is held) and (y) ten business days after commencement of such tender offer or exchange offer, or (E) if a Shutterstock takeover proposal (other than one structured as a tender offer) has been publicly disclosed, fail to publicly reaffirm the Shutterstock recommendation of the merger (or refer to the prior Shutterstock recommendation) within five business days after Getty Images’ written request that Shutterstock

do so (or, relating to any Shutterstock takeover proposal or material amendments, revisions or changes to the terms of any such previously publicly disclosed Shutterstock takeover proposal that are publicly disclosed within the last five business days prior to the then-scheduled Shutterstock stockholder meeting, fail to take the actions referred to in this clause (E), with references to the applicable five business day period being replaced with three business days). The parties agreed that Getty Images is entitled to request a reaffirmation of Shutterstock’s recommendation of the merger on a maximum of one occasion in respect of any Shutterstock takeover proposal, except that Getty Images is entitled to make an additional request upon any material change in the terms of such Shutterstock takeover proposal (any action by Shutterstock described in this clause (i), a “Shutterstock adverse recommendation change”), or (ii) authorize, cause or permit Shutterstock or any of its controlled affiliates to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any Shutterstock takeover proposal (a “Shutterstock acquisition agreement”). Prior to the time that the Shutterstock stockholder approval of the merger is obtained, but not after, the Shutterstock board may, with respect to a bona fide, unsolicited Shutterstock takeover proposal that did not result from a material breach by Shutterstock, its controlled affiliates or its representatives of the merger agreement, (x) make a Shutterstock adverse recommendation change or (y) cause Shutterstock to terminate the merger agreement in order to enter into a definitive agreement relating to such Shutterstock superior proposal if, and only if, prior to taking either such action Shutterstock board has determined in good faith (i) after consultation with Shutterstock’s outside financial advisor and outside legal counsel, that such Shutterstock takeover proposal constitutes a Shutterstock superior proposal and (ii) after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties owed by the Shutterstock board to the stockholders of Shutterstock under Delaware law. However, prior to making such Shutterstock adverse recommendation change or terminating the merger agreement, (A) Shutterstock must have provided Getty Images at least five business days’ prior written notice of its intention to take such action and must have provided to Getty Images the identity of the person making such Shutterstock takeover proposal, a copy of any proposed Shutterstock acquisition agreements (together with all related schedules, exhibits and other documents) constituting such Shutterstock takeover proposal, and a copy of any financing commitments relating thereto (or, in each case, if not provided in writing to Shutterstock, a written summary of the material terms thereof), (B) during such notice period, Shutterstock must engage (to the extent requested by Getty Images) in good faith negotiations with Getty Images and, following the end of such notice period, the Shutterstock board must have considered in good faith any revisions to the terms of the merger agreement reflected in a binding and written proposal by Getty Images, and shall have determined, after consultation with Shutterstock’s outside financial advisor and outside legal counsel, that the Shutterstock superior proposal would nevertheless continue to constitute a Shutterstock superior proposal if the revisions reflected in a binding and written proposal by Getty Images were to be accepted by Shutterstock and given effect, and (C) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other change to the material terms of such Shutterstock superior proposal, Shutterstock shall, in each case, have delivered to Getty Images an additional notice consistent with that described in clause (A) above of this proviso and a new notice period under clause (A) of this proviso will commence, except that the five business day notice period referred to in clause (A) above of this proviso shall instead end at the later of (1) 11:59 p.m., Eastern Time, on the third business day immediately following Getty Images’ receipt of such notice and (2) the end of the original notice period, during which time Shutterstock shall be required to comply with the requirements of clauses (B) and (C) above of this obligation. The actions of the Shutterstock board in making a determination that a Shutterstock takeover proposal constitutes a Shutterstock superior proposal and Shutterstock’s authorizing and providing the notices to Getty Images required by these obligations shall not, in and of itself, constitute a Shutterstock adverse recommendation change or a violation of these obligations. Shutterstock agreed that neither it nor any of its subsidiaries shall enter into any Shutterstock acquisition agreement unless the merger agreement has been terminated in accordance with its terms.

Other than in connection with a Shutterstock takeover proposal, Shutterstock may, at any time prior to, but not after, the date Shutterstock stockholder approval of the merger has been obtained, make a Shutterstock adverse recommendation change in response to a Shutterstock intervening event if prior to taking such action, the Shutterstock board has determined in good faith, after consultation with Shutterstock’s outside financial advisor and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties owed by the Shutterstock board to the stockholders of Shutterstock under Delaware law. However, prior to making such Shutterstock adverse recommendation change, (i) Shutterstock must have provided Getty Images at least five business days’ prior written notice of its intention to take such action, and specified the reasons therefor, including specifying in reasonable detail the applicable Shutterstock intervening event, (ii) during such notice period, Shutterstock must have engaged (to the extent requested by Getty Images) in good faith negotiations with Getty Images and, following the end

of such notice period, the Shutterstock board must have considered in good faith any binding and written proposals made by Getty Images to Shutterstock to amend the terms of the merger agreement proposed in writing by Getty Images, and shall have determined, after consultation with Shutterstock’s outside financial advisor and outside legal counsel, that the failure to make such Shutterstock adverse recommendation change would reasonably be expected to be inconsistent with the fiduciary duties owed by the Shutterstock board to the stockholders of Shutterstock under Delaware law, and (iii) in the event of any material modification to such Shutterstock intervening event, Shutterstock must, in each case, have delivered to Getty Images an additional notice consistent with that described in clause (i) above of this sentence and a new notice period under clause (i) of this sentence will commence, except that the five business day notice period referred to in clause (i) above of this proviso will instead end at the later of (A) 11:59 p.m., Eastern Time, on the third business day immediately following Getty Images’ receipt of such notice and (B) the end of the original notice period, during which time Shutterstock shall be required to comply with the requirements of clause (ii) above of this sentence. However, the actions of the Shutterstock board in making such determination and Shutterstock’s authorizing and providing of such notice pursuant to these obligations, will not, in and of itself, constitute a Shutterstock adverse recommendation change or a violation of the merger agreement.

Nothing contained in the merger agreement prohibits Shutterstock or the Shutterstock board from taking and disclosing to the stockholders of Shutterstock a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any “stop, look and listen” communication to the stockholders of Shutterstock pursuant to Rule 14d-9(f) under the Exchange Act pending disclosure of its position thereunder. However, no such action, position or disclosure that would amount to a Shutterstock adverse recommendation change may be permitted, made or taken other than in compliance with the merger agreement.

Any violation of the restrictions contained in these obligations of the merger agreement by any of Shutterstock’s controlled affiliates or its or their respective representatives will be deemed to be a breach of the merger agreement by Shutterstock, and Shutterstock shall not direct or instruct Shutterstock’s significant stockholder to take any action that would breach any of these obligations of the merger agreement if taken by Shutterstock.

For purposes of this information statement and proxy statement/prospectus, Shutterstock takeover proposal means any proposal or offer from any person (other than Getty Images, its subsidiaries and the Getty Images significant stockholders) relating to, in a single transaction or series of related transactions (i) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other similar transaction involving the issuance, acquisition of, or the disposition of, fifteen percent (15%) or more of the outstanding Shutterstock common stock or securities of Shutterstock representing more than fifteen percent (15%) of the voting power of Shutterstock (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of Shutterstock, (ii) any acquisition of fifteen percent (15%) or more of the outstanding Shutterstock common stock or securities of Shutterstock representing more than fifteen percent (15%) of the voting power of Shutterstock (including securities convertible into, or exchangeable or exercisable for such voting or equity securities), (iii) any acquisition (including the acquisition of stock in any subsidiary of Shutterstock) of assets or businesses of Shutterstock or its subsidiaries, including pursuant to a joint venture, representing fifteen percent (15%) or more of the consolidated assets, revenues or net income of Shutterstock and its subsidiaries, taken as a whole (as measured by fair market value), (iv) any tender offer or exchange offer that if consummated would result in any person beneficially owning fifteen percent (15%) or more of the outstanding Shutterstock common stock or securities of Shutterstock representing more than fifteen percent (15%) of the voting power of Shutterstock (including securities convertible into, or exchangeable or exercisable for such voting or equity securities), or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, revenues or net income of the Shutterstock and its subsidiaries and Shutterstock common stock (or voting power of securities of Shutterstock other than the Shutterstock common stock) involved is fifteen percent (15%) or more.

For purposes of this information statement and proxy statement/prospectus, Shutterstock superior proposal means, a bona fide, written Shutterstock takeover proposal that did not result from a material breach of the merger agreement and that the Shutterstock board determines in good faith, after consultation with its outside financial advisor and outside legal counsel, taking into account such factors as the Shutterstock board considers in good faith to be appropriate and relevant, including the timing and likelihood of consummation relative to the transactions contemplated by the merger agreement, all other financial, legal, regulatory, tax, financing (including sources and terms, financing market conditions and the absence of financing conditions) and other aspects of such proposal and the person making such Shutterstock takeover proposal, is more favorable to the stockholders of Shutterstock from a financial point of view than the Merger after giving effect to any changes to the merger agreement proposed in writing by Getty Images

in response to such Shutterstock takeover proposal. For purposes of the references to “Shutterstock takeover proposal” in this definition, all references to “fifteen percent (15%)” in the definition of “Shutterstock takeover proposal” are to be deemed to be references to “fifty percent (50%).”

For purposes of this information statement and proxy statement/prospectus, Shutterstock intervening event means any positive effect first occurring or arising after the date hereof that is material to Shutterstock and its subsidiaries (taken as a whole) and that (i) was not known to or reasonably foreseeable by, or, if known or reasonably foreseeable, the material consequences of which (based on facts known to members of the Shutterstock board as of the date of the merger agreement) were not reasonably foreseeable by, the Shutterstock board as of the date of the merger agreement and (ii) does not relate to any Shutterstock takeover proposal. However, in no event will the following constitute or be taken into account for purposes of determining whether a Shutterstock intervening event has occurred: (A) the receipt, existence or terms of a Shutterstock takeover proposal or any matter relating thereto or consequence thereof, (B) changes in the price or trading volume of the Shutterstock common stock, Getty Images common stock or any other securities of Shutterstock, Getty Images or their respective subsidiaries, or any change in credit rating or the fact that Shutterstock or Getty Images meets or exceeds or fails to meet internal or published estimates, projections, forecasts or predictions for any period, (C) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices) or (D) changes in GAAP, other applicable accounting rules or applicable law or, in any such case, changes in the interpretation thereof.

No-Shop by Getty Images; Change in Recommendation

Upon entry into the merger agreement, Getty Images agreed to and to cause each of its controlled affiliates and its and their respective officers, directors and employees, and use its reasonable best efforts to cause its other representatives (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussions or negotiations with (or provision of any information to) any persons with respect to a Getty Images takeover proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Getty Images takeover proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, encouraging or facilitating, a Getty Images takeover proposal or (C) approve, adopt, recommend or enter into, or propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to a Getty Images takeover proposal. Getty Images also agreed not to, and to cause its controlled affiliates not to, release any third party from, or waive, amend, modify or terminate any provision of, or grant permission under, or fail to enforce, any confidentiality or, standstill provision in any agreement to which Getty Images or any of its controlled affiliates is a party; provided, that, if the Getty Images board determines in good faith, after consultation with Getty Images’ outside legal counsel, that such action or the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Delaware law, Getty Images may, with prompt written notice to Shutterstock thereafter, waive any such standstill provision solely to the extent necessary to permit a third party (if it has not been solicited in breach of the merger agreement) to make a Getty Images takeover proposal to the Getty Images board.

Getty Images agreed to, and agreed to cause its controlled affiliates to, promptly (and in any event within three business days) (i) request any person that has executed a confidentiality or non-disclosure agreement at any time within the twelve month period immediately prior to the date of the merger agreement in connection with any actual or potential Getty Images takeover proposal that remained in effect as of the date of the merger agreement to return or destroy all confidential information in the possession of such person or its representatives in accordance with such confidentiality or non-disclosure agreement and (ii) terminate access to any physical or electronic data rooms relating to any actual or potential Getty Images takeover proposal by any such person and its representatives.

Getty Images has agreed to promptly (and in no event later than twenty four hours after its receipt) notify Shutterstock in writing in the event that Getty Images or any of its representatives receives a Getty Images takeover proposal and agreed to disclose to Shutterstock the identity of the person making the Getty Images takeover proposal, the material terms and conditions thereof and, if applicable, the nature of any information so requested (including an unredacted copy of such Getty Images takeover proposal (including any related documents and correspondence) or, where such Getty Images takeover proposal is not in writing, a written description of the financial and other material terms thereof). Getty Images has agreed to keep Shutterstock reasonably informed on a prompt basis as to the status of (including any material developments related thereto) such Getty Images takeover proposal and promptly (and in

any event within twenty four hours) notify Getty Images of any modifications to the financial or other material terms of any such Getty Images takeover proposal (with any amendments or proposed amendments to economic terms being deemed material for this purpose). Getty Images agreed that it and its controlled affiliates will not enter into any agreement with any person subsequent to the date of the merger agreement which prohibits Getty Images from complying with these obligations.

Nothing contained in the merger agreement prohibits Getty Images or the Getty Images board from taking and disclosing to the stockholders of Getty Images a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any “stop, look and listen” communication to the stockholders of Getty Images pursuant to Rule 14d-9(f) under the Exchange Act pending disclosure of its position thereunder; provided, that no such action, position or disclosure that would amount to a Getty Images adverse recommendation change may be permitted, made or taken other than in compliance with the merger agreement.

Any violation of the restrictions contained in these obligations of the merger agreement by any of Getty Images’ controlled affiliates or its or their respective representatives will be deemed to be a breach of the merger agreement by Getty Images, and Getty Images shall not direct or instruct the Getty Images significant stockholders to take any action that would breach any of these obligations of the merger agreement if taken by Getty Images.

For purposes of this information statement and proxy statement/prospectus, Getty Images takeover proposal means any proposal or offer from any person (other than Shutterstock, its subsidiaries and Shutterstock’s significant stockholder) relating to, in a single transaction or a series of related transactions, (i) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other similar transaction involving the issuance, acquisition of, or the disposition of, fifteen percent (15%) or more of the outstanding Getty Images common stock or securities of Getty Images representing more than fifteen percent (15%) of the voting power of Getty Images (including securities convertible into, or exchangeable or exercisable for such voting or equity securities) of Getty Images, (ii) any acquisition of fifteen percent (15%) or more of the outstanding Getty Images common stock or securities of Getty Images representing more than fifteen percent (15%) of the voting power of Getty Images (including securities convertible into, or exchangeable or exercisable for such voting or equity securities), (iii) any acquisition (including the acquisition of stock in any subsidiary of Getty Images) of assets or businesses of Getty Images or its subsidiaries, including pursuant to a joint venture, representing fifteen percent (15%) or more of the consolidated assets, revenues or net income of Getty Images and its subsidiaries, taken as a whole (as measured by fair market value), (iv) any tender offer or exchange offer that if consummated would result in any person beneficially owning fifteen percent (15%) or more of the outstanding Getty Images common stock or securities of Getty Images representing more than fifteen percent (15%) of the voting power of Getty Images (including securities convertible into, or exchangeable or exercisable for such voting or equity securities), or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, revenues or net income of Getty Images and its subsidiaries and Getty Images common stock (or voting power of securities of Getty Images other than the Getty Images common stock) involved is fifteen percent (15%) or more.

The merger agreement includes additional agreements among the parties corollary to those agreements described above under “— No-Shop by Shutterstock; Change in Recommendation” related to (a) rights and obligations of Getty Images following receipt of takeover proposal, including Getty Images’ right to terminate the merger agreement and issue an adverse recommendation change and (b) Getty Images right to recommend against the merger following the occurrence of certain intervening events. These agreements among the parties have been rendered moot by the receipt and delivery to Shutterstock of the Getty Images written consent on January 7, 2025.

Registration Statement, Information Statement and Proxy Statement/Prospectus; Shutterstock Special Meeting

Getty Images and Shutterstock each agreed to jointly prepare, and for Getty Images to file with the SEC, the registration statement, that includes the information statement and proxy statement/prospectus, as promptly as reasonably practicable following the date of the merger agreement. Getty Images and Shutterstock each further agreed to use their respective reasonable best efforts to (i) cause the registration statement, when filed, to comply in all material respects with applicable provisions of the Exchange Act or Securities Act, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff, (iii) have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the registration statement effective for so long as necessary to complete the merger. No filing of, or amendment or supplement to, the registration statement, or response to related SEC comments, will be made by Getty Images or Shutterstock, as applicable, without

the other’s prior consent and without providing the other party and its counsel a reasonable opportunity to review and comment. Each of Getty Images and Shutterstock agreed to consider in good faith all comments reasonably proposed by the other party. Shutterstock agreed to mail the proxy statement/prospectus to its stockholders as promptly as reasonably practicable after the registration statement is declared effective under the Securities Act and Getty Images agreed to mail the information statement to its stockholders as promptly as reasonably practicable after the registration statement is declared effective under the Securities Act. Getty Images or Shutterstock, as applicable, will promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the registration statement, information statement or the proxy statement/prospectus, and will, as promptly as practicable after receipt, provide the other with copies of all material correspondence between it and its representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the registration statement, information statement or the proxy statement/prospectus received from the SEC and advise the other on any oral comments with respect to the registration statement, information statement or the proxy statement/prospectus received from the SEC.

Shutterstock agreed to duly establish a record date for and duly call, give notice of and hold a meeting of its stockholders as soon as reasonably practicable after the registration statement is declared effective under the Securities Act (the “SEC effective date”), for the purpose of voting on the adoption of the merger agreement, provided that the Shutterstock special meeting will not be initially scheduled to occur later than thirty-five (35) days following the mailing of the proxy statement/prospectus (subject to adjournment or postponement as provided below). Shutterstock will not, without the consent of Getty Images, adjourn or postpone, cancel, recess or reschedule, the Shutterstock special meeting; provided, however, that Shutterstock may postpone or adjourn the Shutterstock special meeting: (i) to allow reasonable additional time to solicit additional proxies, (ii) to ensure that any supplement or amendment to the information statement and proxy statement/prospectus required under applicable law is timely provided to the Shutterstock stockholders, (iii) if a quorum has not been established, provided that such postponement or adjournment are subject to certain limitations as set forth in the merger agreement, or (iv) if required by applicable law or a formal request from the SEC or its staff.

Shutterstock also agreed to use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the merger agreement, and to take all other actions necessary or advisable to secure approval from the Shutterstock stockholders. If at the time of the originally scheduled date of the Shutterstock special meeting, a quorum has not been established or Shutterstock has not received proxies representing a sufficient number of shares of Shutterstock common stock for approval of the merger agreement and transactions contemplated therein, then Shutterstock will, at the request of Getty Images (to the extent permitted by law), adjourn the Shutterstock special meeting to a date specified by Getty Images. Without the prior written consent of Getty Images, the adoption of the merger agreement and the transactions contemplated by the merger agreement will be the only matters (other than matters of procedure and matters required by law to be voted on by the stockholders of Shutterstock in connection with the adoption of the merger agreement and the transactions contemplated therein) that Shutterstock will propose to be acted on by the Shutterstock stockholders at the Shutterstock special meeting. Shutterstock also has agreed to submit the merger agreement for adoption by the Shutterstock stockholders at the special meeting whether or not a change of company board recommendation has occurred.

Employee Matters

During the period commencing at the closing of the merger and ending on the first anniversary of the closing of the merger, Getty Images has agreed to provide each continuing employee of Shutterstock (a “continuing employee”), for so long as such continuing employee remains employed by Getty Images or any of its subsidiaries during such period, with (i) a base salary or base wage rate no less than that provided to such continuing employee immediately prior to the closing of the merger, (ii) a target annual cash bonus opportunity that is no less favorable than the target cash bonus opportunity provided to such continuing employee immediately prior to the closing of the merger, (iii) equity incentive opportunities that are substantially comparable to those provided to such continuing employee immediately prior to the closing of the merger, (iv) severance benefits that are no less favorable than those that the continuing employee is eligible to receive pursuant to Shutterstock’s severance plan or individual employment arrangements, in each case, as in effect as of immediately prior to the closing of the merger, and (v) other compensation opportunities and employee benefits that are substantially comparable in the aggregate to either those provided to similarly situated employees of Getty Images and its subsidiaries or, in Getty Images’ discretion, continuing employees immediately prior to the

closing of the merger. Getty Images may satisfy its obligation under (v) above by providing employee benefits during the applicable period on terms that are no less favorable in the aggregate to those provided by Shutterstock and its subsidiaries immediately prior to the closing of the merger.

Following the closing of the merger, Getty Images has agreed to use commercially reasonable efforts to cause any employee benefit plans sponsored or maintained by Getty Images or its subsidiaries in which the continuing employees are eligible to participate following the closing of the merger (a “continuing employee benefit plan”) to recognize the service of each continuing employee with Shutterstock and its controlled affiliates prior to the closing of the merger for purposes of eligibility under such continuing employee benefits plans, in each case, to the same extent such service was recognized immediately prior to the closing of the merger under a comparable Shutterstock employee benefit plan in which such continuing employee was eligible to participate immediately prior to the closing of the merger, provided that such recognition of service will not (i) apply for purposes of any defined benefit retirement plan or plan that provides retiree welfare benefits, (ii) operate to duplicate any benefits of a continuing employee with respect to the same period of service or (iii) apply for purposes of any plan, program or arrangement under which similarly situated employees of Getty Images and its subsidiaries do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

With respect to any continuing employee benefit plans that provides medical, dental or vision insurance benefits, for the plan year in which such continuing employee is first eligible to participate, Getty Images has agreed to use commercially reasonable efforts to (i) cause any preexisting condition limitations or eligibility waiting periods under such plan to be waived with respect to such continuing employee to the extent such limitation would have been waived or satisfied under the Shutterstock employee benefit plan in which such continuing employee participated immediately prior to the closing of the merger and (ii) credit each continuing employee for an amount equal to any medical, dental or vision expenses incurred by such continuing employee in the plan year in which such continuing employee is first eligible to participate in continuing employee benefit plan, for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such continuing employee benefit plan to the extent such expenses would have been credited under the Shutterstock employee benefit plan in which such continuing employee participated immediately prior to the closing of the merger.

Indemnification and Insurance

For a period of six years from and after the effective time of the merger, Getty Images will, and will cause the surviving corporation to, take all action to ensure that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the effective time of the merger and related advancement of expenses existing as of the date of the merger agreement in favor of any past and present directors, officers and employees of Shutterstock and its subsidiaries and each such person who served as a director, officer, employee, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of Shutterstock or any of its subsidiaries (in each case, when acting in such capacity) (collectively, the “Shutterstock indemnified parties”) as provided in the organizational documents of Shutterstock and its subsidiaries and any indemnification agreements in existence on the date of the merger agreement between Shutterstock indemnified parties and Shutterstock will continue in full force and effect and will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Shutterstock indemnified party except to the extent required by applicable law.

For a period of six years from and after the effective time of the merger, the surviving corporation will, and Getty Images will cause the surviving corporation to, indemnify and hold harmless each Shutterstock indemnified party against any reasonable costs, expenses and other amounts incurred in connection with any proceeding arising out of the fact that such person was a Shutterstock indemnified party and pertaining to matters existing or occurring at or prior to the effective time of the merger, and advance expense as incurred in connection therewith, in accordance with applicable law and as provided in the organizational documents of Shutterstock and its subsidiaries and indemnification agreements in existence on the date of the merger agreement with any directors, officers and employees of Shutterstock or its subsidiaries.

For a period of six years after the closing, the surviving corporation will, and Getty Images will cause the surviving corporation to, maintain in effect the current directors’ and officers’ liability insurance policies maintained by Shutterstock (or substitute policies therefor) with respect to claims arising from acts or omissions that actually or allegedly occurred at or before the effective time of the merger; provided that the surviving corporation shall

not be obligated to pay for such insurance to the extent the premium exceeds 300% of the annual premium paid as of the date of the merger agreement by Shutterstock for such insurance (the “premium cap”), and if such premium would exceed the premium cap, then the surviving corporation shall cause to be maintained policies which, in its good faith determination, provide the maximum coverage available for an amount equal to the premium cap. In lieu of the foregoing, Shutterstock, after consultation with Getty Images, may (and at the request of Getty Images, use its reasonable best efforts to) obtain at or prior to closing a six-year prepaid “tail” policy(ies) providing equivalent coverage to that described in the preceding sentence; provided, that if the total cost for such “tail” policy(ies) would exceed the premium cap, then the surviving corporation shall obtain a “tail” policy(ies) with the maximum coverage available for a total cost of the premium cap. If such “tail” policies have been obtained prior to the closing, Getty Images will cause the surviving corporation to maintain such policies in full force and effect and continue to honor the obligations thereunder.

In the event the surviving corporation (i) consolidates with or merges into any other entity and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person or entity, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in the merger agreement with respect to indemnification and insurance.

The rights of each Shutterstock indemnified party pursuant to the indemnification and insurance section of the merger agreement shall be in addition to, and not in limitation of, any other rights any Shutterstock indemnified party may have under the organizational documents of Shutterstock or its subsidiaries or applicable law. The provisions of the indemnification and insurance section of the merger agreement shall survive the transactions contemplated by the merger agreement and are intended to be for the benefit of, and are enforceable by, each Shutterstock indemnified party and his or her heirs and representatives.

Other Covenants

Access to Information; Confidentiality

Following entry into the merger agreement until the effective time, the parties agreed to: (i) provide the other party and its representatives that need to know such information with reasonable access in a manner that does not unreasonably interfere with the business of such party, during normal business hours, to such party’s personnel, properties, contracts, books and records and (ii) promptly provide the other party with all available information concerning its business as the other party may reasonably request. However, no such information must be provided or access granted if, in the reasonable judgement of the disclosing party, such disclosure would: (A) violate any privacy or confidentiality obligation of the disclosing party, (B) jeopardize protections afforded such party under the attorney-client privilege, the attorney work product doctrine or similar legal privilege or protection, (C) violate any law, or (D) result in the disclosure of (1) any trade secrets, (2) competitively sensitive information, (3) information concerning the valuation of the disclosing party, (4) documents or information that is reasonably pertinent to any adverse proceeding between the parties, or (5) personal information that would expose the disclosing party to the risk of liability. If any such information is so withheld, the disclosing party must notify the requesting party of such withheld information and use commercially reasonable efforts to make alternate arrangement to provide access to such information.

Appropriate Action; Consents; Filings

Getty Images, Merger Sub 2, Merger Sub 3, Shutterstock, HoldCo and Merger Sub 1 agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable law to consummate and make effective the merger as promptly as practicable after the date hereof, including (i) the preparation and filing of all forms, registrations and notices required or considered advisable to be filed to consummate the merger and (ii) taking all actions necessary or advisable to obtain (and cooperating with each other in obtaining) any consent, authorization, order, waiting period expiration or approval of, or any exemption by, any third party, including any governmental entity (which actions shall include furnishing all information and documentary material required under the HSR Act and the clearances and approvals agreed to by the parties), required or considered advisable to be obtained or made by Getty Images, Merger Sub 2, Merger Sub 3, Shutterstock, HoldCo and Merger Sub 1 or any of their respective Subsidiaries in connection with the Transactions.

Neither Getty Images nor Shutterstock are required, in connection with obtaining any consent, authorization, order, waiting period expiration or approval of, or any exemption by, any third party, including any governmental entity, to agree to (i) any divestiture, sale, disposition or holding separate of any businesses, product lines (or portion of any business or product line) or assets of Getty Images or its controlled affiliates, on the one hand, or Shutterstock and its controlled affiliates, on the other hand, that in either case generated more than $20.0 million of the annual combined consolidated revenues of Getty Images or its controlled affiliates or Shutterstock and its controlled affiliates, as applicable, during the twelve (12)-month period ending as of December 31, 2024, (ii) any other action that limits its freedom of action with respect to, or limits Getty Images’, Shutterstock’s, the surviving corporation’s or any of their respective subsidiaries’ ability to retain, any of their businesses or assets if such limitation would be material, following the merger, to Getty Images and its subsidiaries (including the surviving corporation and its subsidiaries), taken as a whole, or (iii) take any action that would be material and adverse with respect to certain intellectual property of Getty Images created on or prior to December 31, 2000, taken as a whole.

Shutterstock Special Meeting

Shutterstock has agreed to hold a meeting of its stockholders for the purpose of voting upon the adoption of the merger agreement as soon as reasonably practicable and upon other related matters. Except to the extent that the Shutterstock board has made a recommendation change with respect to a superior proposal, the Shutterstock board is required to use its reasonable best efforts to obtain from its stockholders the vote required to adopt the merger agreement, including by communicating to its stockholders its recommendation (and including such recommendation in this information statement and proxy statement/prospectus) that they adopt the merger agreement and the transactions contemplated thereby.

Notwithstanding any Shutterstock adverse recommendation change, unless the merger agreement has been terminated in accordance with its terms, Shutterstock is required to convene a meeting of its stockholders and to submit the merger agreement to a vote of such stockholders. Shutterstock must, at the request of Getty Images (to the extent permitted by Law), adjourn or postpone such meeting if there are insufficient shares of Shutterstock common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Shutterstock has not received proxies representing a sufficient number of shares necessary for approval of the merger agreement.

Public Announcements

The parties agreed to consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, any public announcement, statement or other disclosure with respect to the merger agreement or the merger and agreed not issue any such public announcement or statement prior to such consultation, subject to certain exceptions set forth in the merger agreement, including as such release or announcement may be required by applicable law, in which case the party required to make the release or announcement will endeavor, on a basis reasonable under the circumstances, to review and comment upon such public announcement or statement in advance and, if applicable, shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Neither party shall be required to provide any review or comment to the other party, regarding any statement, release or disclosure in response to the receipt and existence of a takeover proposal or the making of an adverse recommendation change.

State Takeover Laws

The parties agreed to use their respective reasonable best efforts (i) to take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations becomes applicable to the merger or any of the other transactions contemplated by the merger agreement and (ii) if any such law may become, or may purport to be, applicable to the merger or any of the other transactions contemplated by the merger agreement, to grant such approvals and take such actions as are reasonably necessary so that the merger and the transactions contemplated by the merger agreement may be consummated as promptly as practicable on the terms contemplated by the merger agreement and otherwise eliminate or minimize the effects of such law on the transactions contemplated by the merger agreement.

Section 16 Matters

Prior to the effective time, the parties agreed to take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of Shutterstock common stock (including derivative securities thereof) or acquisitions of Getty Images common stock (including derivative securities thereof) resulting from the transactions contemplated by the merger agreement by each individual who is a director or executive officer of Shutterstock and subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Shutterstock or Getty Images, or will become subject to such reporting requirements with respect to Getty Images, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Stock Exchange Matters

Getty Images agreed to use its reasonable best efforts to take, or cause to be taken, all actions, or do or cause to be done all things necessary, proper or advisable under applicable law to cause the shares of Getty Images common stock to be issued in connection with the merger to be approved for listing on the NYSE no later than the effective time, subject to official notice of issuance. Getty Images and Shutterstock agreed to cooperate in taking, or causing to be taken, all actions necessary to delist Shutterstock common stock from the NYSE and terminate its registration under the Exchange Act, in each case, as promptly as practicable after the effective time. However, such delisting and termination will not be effective until after the effective time. Shutterstock agreed to reasonably cooperate in good faith with Getty Images in connection with these actions.

Transaction Litigation

Each of Getty Images and Shutterstock have agreed to provide prompt written notice to the other party of any proceeding brought or threatened by any governmental entity, stockholder of such party (on their own behalf or on behalf of such party) or any third-party claim against such party, any of its subsidiaries or any of its or their directors or officers (in their capacity as such) relating to the merger, the merger agreement or any of the transactions contemplated hereby (“transaction litigation”). Each of Getty Images and Shutterstock agreed to give the other party the opportunity to participate (but not control) (at the other party’s expense) in the defense, prosecution or settlement of any such transaction litigation and will consider in good faith the other party’s advice with respect to such transaction litigation. Neither party will offer or agree to settle any such proceeding without the other party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). However, each party must use reasonable best efforts so that any such settlement includes a full release of the other party and its affiliates and does not impose any material injunction or other material equitable relief after the effective time upon Getty Images, the surviving corporation or any of their respective affiliates.

Director and Officer Resignations

As requested by Getty Images, Shutterstock has agreed to use reasonable best efforts to cause to be delivered to Getty Images prior to the closing of the merger, resignations executed by directors and officers of Shutterstock and its subsidiaries, in each case to be effective upon the effective time.

Additional Agreements

In case at any time after the effective time, any further action is necessary or desirable to carry out the purposes of the merger agreement or to vest the surviving corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the merger, the officers of the surviving corporation will be authorized to, in the name and on behalf of Shutterstock, execute and deliver such deeds, bills of sale, assignment or assurances and take all such other action as may be necessary in connection therewith.

Getty Images has agreed to enter into an amendment (the “amended and restated registration rights agreement”) to its existing registration rights agreement, dated July 22, 2022, by and among Getty Images and its stockholders party thereto, in connection with the closing of the Merger, whereby (i) Jonathan Oringer will become a party to the amended and restated registration rights agreement, entitled to the same registration rights as the other stockholders party thereto, and (ii) Getty Images will, within 90 days following the closing of the merger, coordinate with the stockholders party to the amended and restated registration rights agreement to complete an underwritten secondary offering of shares of Getty Images common stock beneficially owned by such stockholders.

Getty Images has agreed use reasonable best efforts to terminate the stockholders agreement, dated as of December 9, 2021, by and among Getty Images and the other parties thereto, with such termination to be effective as of immediately prior to the effective time.

Concurrently with the execution of the merger agreement, the Getty Images significant stockholders and Mr. Oringer entered into a significant stockholder agreement (the “significant stockholder agreement”). Pursuant to the significant stockholder agreement, the Getty Images significant stockholder and Mr. Oringer have agreed to certain restrictions on transfers of their shares of Getty Images common stock following the closing, including (i) any transfers during the 90 days following the closing or (ii) thereafter, to any direct competitor of Getty Images or any activist shareholder, in each case, subject to certain limited exceptions including in sales through open market transactions. These restrictions terminate based on certain thresholds of the Getty Images significant stockholders’ and Mr. Oringer’s beneficial ownership.

Pursuant to the significant stockholder agreement, the Getty Images significant stockholders are entitled to certain rights to designate directors to the Getty Images board, subject to ownership thresholds. Based on expected ownership of the Getty family stockholders and the Koch Investor immediately following the closing, the Getty family stockholders are expected to be entitled to designate two directors to the Getty Images board and the Koch Investor is expected to be entitled to designate one director to the Getty Images board. For so long as the Getty family stockholders are entitled to designate two directors to the Getty Images board, the Getty family stockholders will be entitled to designate the chairman of the Getty Images board. For so long as the Getty family stockholders and the Koch Investor are entitled to designate at least one director to the Getty Images board, each of Getty family stockholders and the Koch Investor, as applicable, shall be entitled to appoint an observer to the Getty Images board.

Prohibited Transfers

Shutterstock has agreed to instruct its transfer agent not to register the transfer of any shares made or attempted to be made in violation of the voting and support agreement. Getty Images has agreed to instruct its transfer agent not to register the transfer of any shares made or attempted to be made in violation of the significant stockholder agreement. Getty Images has agreed to not, without the prior written consent of Shutterstock, amend, waive or terminate the significant stockholder agreement.

Tax Matters

Each of Getty Images and Shutterstock will use reasonable best efforts to cause the merger, together with the third merger, to qualify for the intended tax treatment, and will not take any actions that could reasonably be expected to prevent the merger, together with the third merger, from qualifying for the intended tax treatment, and will cooperate with one another in connection with the issuance of an opinion of counsel relating to the intended tax treatment, including the delivery of certificates containing customary representations on which any such opinion may be based. In addition, each of Getty Images and Shutterstock shall notify the other party after becoming aware of any reason to believe that the merger may not qualify for the intended tax treatment.

Shutterstock’s obligation to consummate the merger is conditioned on the receipt of an opinion from White & Case, counsel to Shutterstock, (or the delivery of an opinion from Skadden, as counsel to Getty Images, to Getty Images) that the second merger and the third merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the code. In addition, in the event that either Shutterstock is unable to obtain an opinion from White & Case (or Getty Images is unable to obtain an opinion from Skadden) that the first merger and the LLC conversion, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the code, or the first merger and the LLC conversion would reasonably be expected to cause any of the closing conditions to not be satisfied, then the parties may eliminate the first merger and the LLC conversion and adopt an alternative transaction structure whereby Merger Sub 2 will merge with and into Shutterstock and, immediately after such merger, Shutterstock will merge with and into Merger Sub 3 with Merger Sub 3 surviving such merger.

Financing

There is no financing condition to Getty Images’ obligations in the merger agreement.

Getty Images has agreed to use reasonable best efforts to do all things necessary to ensure it will have at closing of the merger immediately available funds sufficient to (i) make all cash payments contemplated by the merger agreement to be paid at the closing of the merger by Getty Images, Merger Sub 2 or Merger Sub 3, (ii) repay, prepay, refinance or discharge Shutterstock’s existing credit agreement and any other indebtedness designated by Shutterstock pursuant to the merger agreement as “payoff indebtedness” and (iii) pay all fees and expenses required to be paid at the closing of the merger by Getty Images, Merger Sub 2 or Merger Sub 3 in connection with the transactions contemplated by the merger agreement.

Getty Images has also agreed to use reasonable best efforts to amend or otherwise refinance its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028 prior to the closing of the merger.

Subject to the limitations set forth in the merger agreement, Shutterstock has agreed to, and to cause its subsidiaries and representatives to, use reasonable best efforts to provide all reasonable and customary cooperation that may be reasonably requested by Getty Images in connection with any committed debt securities, loan financing or other debt financing pursued by Getty Images or any of its subsidiaries to finance the transactions contemplated by the merger agreement (including the existing debt modifications) or to refinance any existing indebtedness of Getty Images and its subsidiaries.

Shutterstock has agreed to use reasonable best efforts to deliver to Getty Images, prior to the closing of the merger, customary payoff letters with respect to Shutterstock’s existing credit agreement and certain other indebtedness designated by Shutterstock pursuant to the merger agreement as “payoff indebtedness”.

The Voting and Support Agreement

Concurrently with the execution of the merger agreement, Jonathan Oringer founder and executive chairman of the Shutterstock board, owns approximately 30.7% of Shutterstock common stock entitled to vote at the Shutterstock special meeting, entered into the voting and support agreement, pursuant to which, subject to certain conditions, Mr. Oringer has committed to vote in favor of the merger proposal at the special meeting, including if it is adjourned to a later date. Mr. Oringer has also agreed with Getty Images to vote his shares against alternative transaction proposals and not to sell or transfer his shares until the closing of the merger.

Conditions to Completion of the Merger

The respective obligations of each party to consummate the merger will be subject to the satisfaction or written waiver (where permissible under applicable law) at or prior to the effective time of the merger of each of the following conditions:

•        The merger agreement will have been adopted by the holders of Shutterstock common stock representing a majority in voting power of all issued and outstanding shares of Shutterstock common stock entitled to vote thereon at a meeting of Shutterstock’s stockholders and an information statement and proxy statement/prospectus will be cleared by the SEC and mailed to the Getty Images stockholders at least 20 business days prior to closing;

•        This information statement and proxy statement/prospectus will have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of this information statement and proxy statement/prospectus will have been issued by the SEC and remain in effect and no proceeding to that effect will have been commenced or threatened unless subsequently withdrawn;

•        There will have been no governmental order issued or legal action filed restraining, prohibiting, enjoining or rendering illegal the consummation of the merger and no law in effect making illegal or otherwise prohibiting or preventing the consummation of the merger;

•        Any waiting period applicable to the consummation of the merger under the HSR Act will have expired or been terminated;

•        The clearances and approvals set forth on the Shutterstock disclosure schedules, along with any other consents or approvals by any governmental entity that are required by any regulatory law to consummate the transactions contemplated by the merger agreement or which the failure to obtain would be, following the closing, material to Getty Images and its subsidiaries (including the surviving corporation and its subsidiaries), taken as a whole will have been obtained; and

•        The shares of Getty Images common stock to be issued in the merger will have been approved for listing on the NYSE, subject to official notice of issuance.

The obligations of Getty Images, Merger Sub 2 and Merger Sub 3 to effect the transactions contemplated by the merger agreement will be subject to the satisfaction or waiver (where permissible under applicable law) at or prior to the closing of the merger of the following additional conditions:

•        The representations and warranties of Shutterstock, HoldCo and Merger Sub 1 (i) set forth in the merger agreement, other than with respect to (A) Shutterstock’s organization, valid existence and good standing, (B) the validity of Shutterstock’s organizational documents, (C) requisite corporate power to execute and deliver the merger agreement, (D) the approval and recommendation of the merger by the Shutterstock board, (E) absence of material conflicts between the merger agreement and Shutterstock’s organizational documents, material contracts and material leases, (F) the number of Shutterstock’s authorized and outstanding capital stock, (G) absence of material adverse effects and (H) lack of obligation to pay a broker or similar fee, will be true and correct both at and as of the date of the merger agreement and as of the closing date as though made at and as of the closing date, other than for failures to be so true and correct that would not, individually or in the aggregate, have a material adverse effect, (ii) with respect to (A) Shutterstock’s organization, valid existence and good standing, (B) the validity of Shutterstock’s organizational documents, (C) requisite corporate power to execute and deliver the merger agreement, (D) the approval and recommendation of the merger by the Shutterstock board, (E) absence of material conflicts between the merger agreement and Shutterstock’s organizational documents, material contracts and material leases, (F) certain conditions about the number of Shutterstock’s authorized and outstanding capital stock and (G) lack of obligation to pay a broker or similar fee, are true and correct in all material respects both at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date, (iii) certain representations regarding Shutterstock’s capitalization will be true and correct both at and as of the date of the merger agreement and at and as of the closing date other than inaccuracies that are in the aggregate de minimis as compared to the total number of shares of Shutterstock common stock, and (iv) the absence of a material adverse effect shall be true and correct both at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date; provided, however, that the representations and warranties that are made as of a particular date or period need be true and correct only as of such date or period;

•        Shutterstock, HoldCo and Merger Sub 1 will have performed or complied in all material respects with all covenants required by the merger agreement to be performed or complied with by them prior to the closing;

•        Since the date of the merger agreement, there will not have occurred a material adverse effect on Shutterstock; and

•        The receipt by Getty Images of a certificate executed by the Chief Executive Officer or Chief Financial Officer of Shutterstock certifying the satisfaction of the foregoing conditions.

The obligation of Shutterstock, Holdco and Merger Sub 1 to consummate the merger will be subject to the satisfaction or (to the extent permitted by applicable law) written waiver at or prior to the effective time of the merger of each of the following conditions:

•        The representations and warranties of Getty Images, Merger Sub 2 and Merger Sub 3 (i) set forth in the merger agreement, other than with respect to (A) Getty Images’ organization, valid existence and good standing, (B) the validity of Getty Images’ organizational documents, (C) requisite corporate power to execute and deliver the merger agreement, (D) the approval and recommendation of the merger and the issuance of Getty Images’ common stock by the Getty Images board, (E) absence of material conflicts between the merger agreement and Getty Images’ organizational documents, material contracts and

material leases, (F) the number of Getty Images’ authorized and outstanding capital stock, (G) absence of material adverse effects and (H) lack of obligation to pay a broker or similar fee, will be true and correct both at and as of the date of the merger agreement and as of the closing date as though made at and as of the closing date, other than for failures to be so true and correct that would not, individually or in the aggregate, have a material adverse effect, (ii) with respect to (A) Getty Images’ organization, valid existence and good standing, (B), the validity of Getty Images’ organizational documents, (C) requisite corporate power to execute and deliver the merger agreement, (D) the approval and recommendation of the merger and the issuance of Getty Images’ common stock by the Getty Images board, (E) absence of material conflicts between the merger agreement and Getty Images’ organizational documents, material contracts and material leases, (F) certain conditions about the number of Getty Images’ authorized and outstanding capital stock, and (G) lack of obligation to pay a broker or similar fee, are true and correct in all material respects both at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date, (iii) certain representations regarding Getty Images’ capitalization will be true and correct both at and as of the date of the merger agreement and at and as of the closing date other than inaccuracies that are in the aggregate de minimis as compared to the total number of shares of Getty Images common stock and (iv) the absence of a material adverse effect shall be true and correct both at and as of the date of the merger agreement and at and as of the closing date as though made at and as of the closing date; provided, however, that representations and warranties that are made as of a particular date or period need be true and correct only as of such date or period;

•        Each of Getty Images, Merger Sub 2 and Merger Sub 3 will have performed or complied in all material respects with all covenants required by the merger agreement to be performed or complied with by them prior to the closing;

•        The receipt by Shutterstock of a certificate executed by the Chief Executive Officer or Chief Financial Officer of Getty Images certifying the satisfaction of the foregoing conditions;

•        Since the date of the merger agreement, there will not have occurred a material adverse effect on Getty Images;

•        The receipt by Shutterstock of a tax opinion by White & Case (or Skadden) that the mergers under the merger agreement will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; and

•        The consummation by Getty Images of the Getty Images credit agreement amendment or Getty Images term loan refinancing commitments and the redemption of 9.750% Senior Notes due 2027.

Termination of the Merger Agreement

In each case described below, the merger agreement may be terminated and the merger abandoned at any time prior to the effective time by either Shutterstock or Getty Images, as follows:

•        by the mutual written consent of Shutterstock and Getty Images;

•        if the effective time has not occurred on or prior to January 6, 2026; provided, however, that on such date if all but certain conditions to closing related to regulatory approvals have been satisfied or waived, the effective time will be automatically extended to April 6, 2026; provided, further, however, that if on that new effective time if all but certain conditions to closing related to regulatory approvals have been satisfied or waived, the effective time will be automatically extended again to July 6, 2026; provided, further, however, that if on that new effective time if all but certain conditions related to regulatory approvals to closing have been satisfied or waived and there is a regulatory proceeding with respect to the merger ongoing, the effective time will automatically be extended a final time to October 6, 2026 (the latest of which, as applicable, the “end date”);

•        if a governmental entity of competent jurisdiction has entered or issued a final and nonappealable order or adopted or enacted a law that is final and nonappealable and remains in effect (which order or law the party seeking to terminate the merger agreement has used its reasonable best efforts to prevent the entry of and to remove, as required by the merger agreement) that permanently restrains, enjoins or makes illegal the consummation of the transactions contemplated by the merger agreement; or

•        if the required Shutterstock stockholder approval is not obtained at the Shutterstock stockholder meeting or any adjournment or postponement of the Shutterstock special meeting.

The merger agreement may be terminated by Shutterstock, as follows:

•        if Getty Images, Merger Sub 2 or Merger Sub 3 have breached any representation, warranty, covenant or other agreement contained in the merger agreement which breach would (i) result in the failure of a condition to closing set forth in the merger agreement and (ii) (A) result in any of the requisite conditions to closing not being satisfied and (B) is incurable or is not cured by the earlier of the end date and the date that is 30 days following written notice from Shutterstock to Getty Images describing such breach or failure in reasonable detail and indicating its intent to terminate the agreement;

•        if within three business days after the expiration of the marketing period following the closing, if (i) Getty Images has not obtained each of the Getty Images credit agreement amendment or Getty Images term loan refinancing commitments and the redemption of 9.750% Senior Notes due 2027 or (ii) Getty Images’ representation regarding sufficient funds for closing is not true by the expiration of the marketing period; and

•        if, prior to the receipt of the Shutterstock stockholder approval, in order to accept a superior proposal, Shutterstock pays the required termination fee to Getty Images.

The merger agreement may be terminated by Getty Images, as follows:

•        if Shutterstock, HoldCo or Merger Sub 1 have breached any representation, warranty, covenant or other agreement contained in the merger agreement which breach would (i) result in the failure of a condition to closing set forth in the merger agreement or (ii) (A) result in any of the requisite conditions to closing not being satisfied and (B) is incurable or is not cured by the earlier of the end date and the date that is 30 days following written notice from Getty Images to Shutterstock describing such breach or failure in reasonable detail and indicating its intent to terminate the agreement.

The merger agreement additionally includes a termination right (i) of Getty Images and Shutterstock if the Getty Images stockholder approval was not obtained at a Getty Images stockholder meeting to approve the merger (if held), (ii) of Shutterstock prior to the receipt of the Getty Images stockholder approval following an adverse recommendation change by Getty Images and (iii) of Shutterstock if the Getty Images written consent was not delivered to Shutterstock within 48 hours after the execution of the merger agreement. Each of these termination rights have been rendered moot by the receipt and delivery to Shutterstock of the Getty Images written consent on January 7, 2025.

Effect of Termination

In the event the merger agreement is terminated in accordance with the termination provisions in the merger agreement, the merger agreement will terminate, except for the confidentiality agreement between Getty Images and Shutterstock and certain other provisions of the merger agreement, which shall remain in effect, and there shall be no other liability on the part of Shutterstock, HoldCo or Merger Sub 1, on the one hand, or Getty Images, Merger Sub 2 or Merger Sub 3, on the other hand, to the other except for any liability arising out of or resulting from fraud or any willful breach of any provision of the merger agreement occurring prior to termination.

Transaction Expenses and Termination Fee

Except for (i) the expenses incurred in connection with the SEC filing fee for the Form S-4 and printing and mailing this information statement and proxy statement/prospectus (which fees and expenses will be borne equally by Getty Images and Shutterstock) and (ii) all filing fees incurred in connection with any filing made pursuant to any regulatory law (which fees will be borne solely by Getty Images), all costs and expenses incurred in connection with the merger, the merger agreement and the other transactions contemplated by the merger agreement shall be paid by the party incurring or required to incur such expenses, whether or not the merger is consummated.

If the merger agreement is terminated, Shutterstock must pay Getty Images a termination fee of $32.7 million, as follows:

•        if the merger agreement is validly terminated (i) by Shutterstock or Getty Images for failure to close prior to the end date, where a superior proposal for the acquisition of Shutterstock has been publicly disclosed or publicly announced or made to the Shutterstock board, after the date of the merger agreement and not withdrawn at least three days prior termination, and (A) the Getty Images stockholder approval had been obtained, (B) the Shutterstock stockholder approving had not been obtained, and (C) all other conditions to closing were satisfied or capable of being satisfied at the time of termination; (ii) by Shutterstock or Getty Images, for failure to obtain the Shutterstock stockholder approval at the Shutterstock stockholder meeting, and a superior proposal for the acquisition of Shutterstock had been publicly disclosed or publicly announced or made to the Shutterstock board after the date of the merger agreement and not withdrawn at least three business days prior to the date of the Shutterstock stockholder meeting; or (iii) by Getty Images for an uncured inaccuracy of a representation or warranty of Shutterstock, and a superior proposal for the acquisition of Shutterstock had been publicly announced or publicly disclosed or made to the Shutterstock board after the date of the merger agreement and not withdrawn at least three business days prior to the date of the breach giving rise to such right of termination; and in the case of each of the foregoing clauses (i) through (iii), at any time on or prior to the twelve-month anniversary of the date of such termination, Shutterstock or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, a similar transaction with another person or entity;

•        if Getty Images terminates the merger agreement pursuant to a material adverse change in the recommendation of the Shutterstock board to its stockholders;

•        if Getty Images or Shutterstock terminates the merger agreement due to the lack of approval by the Shutterstock stockholders following any time when Getty Images is entitled to terminate the merger agreement for an adverse change in the Shutterstock board’s recommendation; or

•        if Shutterstock terminates the merger agreement in order to enter into an acquisition agreement with respect to a superior proposal prior to the receipt of the Shutterstock stockholder approval.

If the merger agreement is terminated, Getty Images must pay Shutterstock a termination fee of $32.7 million, as follows:

•        if the merger agreement is validly terminated by Shutterstock pursuant to an uncured inaccuracy of a representation or warranty of Getty Images and a superior proposal for the acquisition of Getty Images has been publicly announced or publicly disclosed or made to the Getty Images board after the date of the merger agreement and not withdrawn at least three business days prior to date of the breach giving rise to such right of termination and at any time on or prior to the twelve-month anniversary of the date of such termination, Getty Images or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, a similar transaction with another person or entity;

In addition to the foregoing, if Shutterstock terminates the merger agreement due to Getty Images’ aforementioned (i) failure to obtain each of the Getty Images credit agreement amendment or Getty Images term loan refinancing commitments and the redemption of the 9.750% senior notes due in 2027 or (ii) representation regarding sufficient funds for closing not being true by the expiration of the marketing period, Getty Images will be required to pay a termination fee of $40.0 million. In no event will Getty Images be required to pay both the $40.0 million and $32.7 million termination fees.

Specific Performance

The parties to the merger agreement have agreed that irreparable damage would occur if any provisions of the merger agreement are not performed in accordance with their specific terms or are otherwise breached. The parties agreed that, prior to the valid termination of the merger agreement pursuant to the provisions described under “— Termination of the Merger Agreement” above, each party is entitled to an injunction or injunctions to prevent breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement and in addition to any other remedy to which they are entitled at law or in equity. Each party to the merger agreement waives any requirement for the posting of any bond or other security in connection therewith.

Amendment; Extension; Waiver

Getty Images and Shutterstock may amend the merger agreement by their written agreement at any time prior to the effective time of the merger, either before or after the Shutterstock stockholder approval of the merger. However, after such approval, no amendment may be made that requires further approval by the Shutterstock stockholders under applicable law unless such further approval is obtained. Additionally, no amendment may be made that requires further approval by the Getty Images stockholders under applicable law unless such further approval is obtained.

Prior to the effective time of the merger, the parties to the merger agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement by the other party, and (iii) waive compliance by the other party with any of the agreements or conditions contained in the merger agreement for the waiving party’s benefit. Any agreement by a party to such extension or waiver must be in a writing signed by the party or parties to be bound thereby. Any such extension or waiver will not operate as a waiver of, or estoppel with respect to any subsequent or other failure.

Assignment

The merger agreement and none of the rights, interests or obligations thereunder may not be assigned by any party to the merger agreement without the prior written consent of the other parties. However, Getty Images may assign (without prior written consent of Shutterstock) all or any portion of its rights, interests and obligations to any debt financing source for the purpose of creating a security interest in the merger agreement or to otherwise assign collateral with respect to certain financing matters.

Governing Law

The merger agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

ACCOUNTING TREATMENT

GAAP requires that business combinations are accounted for under the acquisition method of accounting, which requires all of the following steps: a) identifying the acquirer; b) determining the acquisition date; c) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; and d) recognizing and measuring goodwill or a gain from a bargain purchase.

The transaction will be accounted for using the acquisition method of accounting and Getty Images will be treated as the accounting acquirer. In identifying Getty Images as the acquiring entity for accounting purposes, Getty Images took into account a number of factors, including the relative voting rights of all equity instruments in the combined company and the intended corporate governance structure of the combined company. On the acquisition date the identifiable assets acquired and liabilities assumed, any noncontrolling interest, and goodwill (or a gain from a bargain purchase) will be measured at fair value, with limited exceptions. The results of operations for the combined company will be reported prospectively after the acquisition date.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of Shutterstock common stock that exchange their Shutterstock common stock for the merger consideration in the merger. The discussion is based on the Code, the Treasury regulations promulgated thereunder, administrative rulings, published positions of the Internal Revenue Service (the “IRS”) and judicial interpretations thereof, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the U.S. federal income tax considerations described herein. This discussion applies only to U.S. Holders that hold their Shutterstock common stock as a capital asset within the meaning of the Section 1221 of Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder in light of their particular circumstances or to holders subject to special treatment under U.S. federal income tax laws, including:

•        banks or other financial institutions;

•        mutual funds;

•        tax-exempt organizations;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        broker-dealers or dealers in securities;

•        traders in securities that elect to use a mark-to-market method of accounting,

•        entities or arrangements treated as partnerships or other pass-through entities (including S corporations) for U.S. federal income tax purposes (and partners or investors therein);

•        former citizens or long-term residents of the United States;

•        holders that exercise appraisal rights;

•        regulated investment companies and real estate investment trusts;

•        holders whose functional currency is not the U.S. dollar;

•        holders who received their Shutterstock common stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation or in connection with the performance of services;

•        holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement;” and

•        holders that hold Shutterstock common stock as part of a hedge, straddle, constructive sale, conversion or other integrated or similar transaction.

In addition, this discussion does not address alternative minimum tax or gift or estate tax considerations, the Medicare tax on net investment income, or any U.S. federal, state or local or non-U.S. tax considerations, other than U.S. federal income tax considerations.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Shutterstock common stock that is, for U.S. federal income tax purposes:

•        a citizen or individual resident of the United States;

•        a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•        a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has made a valid election to be treated as a United States person for U.S. federal income tax purposes.

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Shutterstock common stock, the U.S. federal income tax treatment of the partnership and its partners will generally depend upon the status of the partner and the activities of the partnership. Partnerships that hold shares of Shutterstock common stock and their partners should consult their tax advisors regarding the U.S. federal income tax considerations of the merger to them.

Each holder of shutterstock common stock should consult its tax advisor with respect to the particular tax consequences of the transactions to them in light of their particular circumstances, including the effects of u.s. federal, state and local and non-u.s. tax laws.

In General

The obligation of Shutterstock to complete the merger is conditioned upon the delivery by White & Case, counsel to Shutterstock (or by Skadden, counsel to Getty Images), of an opinion that the second merger and the third merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (“the Tax Opinion”). The Tax Opinion will be based on factual representations contained in officer’s certificates provided by, among others, Getty Images and Shutterstock, representations and covenants contained in the Merger Agreement, and certain customary assumptions, all of which must continue to be true, correct and complete at the time that the merger is consummated. If any of the representations, covenants or assumptions on which the Tax Opinion is based is or becomes incorrect, incomplete or inaccurate or is otherwise not complied with, the validity of the Tax Opinion may be adversely affected and the U.S. federal income tax consequences of the merger could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a challenge to the conclusions reflected in the Tax Opinion.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

Assuming that, in accordance with the Tax Opinion, the second merger and the third merger qualify for the intended tax treatment, the U.S. federal income tax considerations of the merger to a U.S. Holder will generally depend on whether such holder exchanges its shares of Shutterstock common stock for solely shares of Getty Images common stock or cash, or a combination of shares of Getty Images common stock and cash, as set for the below.

Exchange Solely for Cash

U.S. Holders will generally recognize gain or loss on the exchange of shares of Shutterstock common stock solely for cash in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the shares of Shutterstock common stock exchanged therefor. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period with respect to the Shutterstock common stock surrendered exceeds one year at the effective time of the Second Merger. Long-term capital gains of individual and certain other non-corporate U.S. Holders are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

If a U.S. Holder acquired different blocks of shares of Shutterstock common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Shutterstock common stock.

U.S. Holders electing to receive solely cash consideration in the merger may be subject to proration (as described in the section titled “The Merger Agreement — Consideration to be Received in the Merger.”), which may result in the receipt of a portion of the merger consideration in stock consideration, in addition to cash consideration. See “— Exchange for Getty Images Common Stock and Cash” below for a discussion of the U.S. federal income tax considerations to U.S. Holders that receive a combination of Getty Images common stock and cash pursuant to the merger.

Exchange Solely for Getty Images Common Stock

If a U.S. Holder exchanges all of its shares of Shutterstock common stock solely for shares of Getty Images common stock pursuant to the merger, such U.S. Holder will not recognize any gain or loss, except with respect to any cash received in lieu of a fractional share of Getty Images common stock (as discussed below in “— Cash in Lieu of a Fractional Share”). The aggregate adjusted tax basis in the shares of Getty Images common stock received in the merger (including fractional shares deemed received and redeemed as described in “— Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the shares of Shutterstock common stock exchanged therefor, and the holding period of the shares of Getty Images common stock received in the merger (including fractional shares deemed received and redeemed as described in “— Cash in Lieu of a Fractional Share”) will include the holding period of the shares of Shutterstock common stock exchanged therefor. If a U.S. Holder acquired different blocks of shares of Shutterstock common stock at different times or different prices, such U.S. Holder should consult their tax advisor as to the determination of the tax bases and holding periods of the Getty Images common stock received in the merger.

U.S. Holders electing to receive solely stock consideration in the merger may be subject to proration (as described in the section titled “The Merger Agreement — Consideration to be Received in the Merger.”), which may result in the receipt of a portion of the merger consideration in cash consideration, in addition to the stock consideration. See “— Exchange for Getty Images Common Stock and Cash” below for a discussion of the U.S. federal income tax considerations to U.S. Holders that receive a combination of Getty Images common stock and cash pursuant to the merger.

Exchange for Getty Images Common Stock and Cash

A U.S. Holder that receives a combination of Getty Images common stock and cash (other than any cash in lieu of a fractional share of Getty Images common stock) pursuant to the merger will generally recognize gain (but not loss) in an amount equal to the lesser of (i) the sum of the amount of the cash (other than cash in lieu of a fractional share of Getty Images common stock) and the fair market value of the Getty Images common stock received, minus the U.S. Holder’s adjusted tax basis in its shares of Shutterstock common stock exchanged therefor and (ii) the amount of cash received.

If a U.S. Holder acquired different blocks of shares of Shutterstock common stock at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. Holder’s basis and holding period in its shares of Getty Images common stock may be determined with reference to each block of shares of Shutterstock common stock. U.S. Holders that acquired different blocks of shares of Shutterstock common stock at different times or different prices should consult their tax advisors regarding the manner in which the cash consideration and stock consideration should be allocated among different blocks of shares of Shutterstock common stock surrendered, including the ability to specifically identify shares of Shutterstock common stock exchanged for the cash consideration, and the determination of the tax bases and holding periods of the Getty Images common stock received.

Any gain recognized by a U.S. Holder will generally be long-term capital gain if the U.S. Holder’s holding period with respect to the shares of Shutterstock common stock surrendered exceeds one year at the effective time of the Second Merger. Long-term capital gains of individual and certain other non-corporate U.S. Holders are subject to U.S. federal income tax at preferential rates.

In certain circumstances, if a U.S. Holder actually or constructively owns Getty Images common stock other than Getty Images common stock received pursuant to the merger, the gain recognized by a U.S. Holder could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case the gain recognized could be treated as dividend income. A U.S. Holder may constructively own, in addition to Getty Images common stock owned directly, Getty Images common stock owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder. Because the treatment of the gain recognized as a dividend is primarily based on the particular circumstances of a U.S. Holder, including the application of the applicable constructive ownership rules, U.S. Holders that receive a combination of Getty Images common stock and cash for their shares of Shutterstock common stock pursuant to the merger should consult their tax advisors regarding the application of the foregoing rules in light of their particular circumstances.

The aggregate adjusted tax basis of the Getty Images common stock received (including any fractional shares deemed received and redeemed as described below in “— Cash in Lieu of a Fractional Share”) will equal the aggregate adjusted tax basis of the shares of Shutterstock common stock surrendered, reduced by the amount of cash consideration received by the U.S. Holder (excluding any cash in lieu of a fractional share) and increased by the amount of any gain recognized by the U.S. Holder on the exchange (including any recognized gain treated as dividend income, as discussed above, but excluding any gain recognized with respect to cash received in lieu of a fractional share). The holding period of the Getty Images common stock received in the merger (including any fractional shares deemed received and redeemed as described below) will include the holding period of the shares of Shutterstock common stock exchanged therefor.

Cash in Lieu of a Fractional Share

U.S. Holders that receive cash in lieu of a fractional share of Getty Images common stock will generally be treated as having received such fractional share pursuant to the merger and then as having received such cash in redemption of the fractional share. A U.S. Holder will generally recognize gain or loss in an amount equal to the difference between the amount of cash received in lieu of the fractional share and the U.S. Holder’s adjusted tax basis in such fractional share. Such gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period in such fractional share exceeds one year at the effective time of the second merger. Long-term capital gains of individual and certain other non-corporate U.S. Holders are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Backup Withholding

Payments of cash to a non-corporate U.S. Holder in connection with the second merger may be subject to information reporting and backup withholding (currently at a rate of 24%). A U.S. Holder generally will not be subject to backup withholding, however, if the holder: (i) furnishes a correct taxpayer identification number, certifies that the holder is not subject to backup withholding on IRS form W-9 (or an applicable substitute or successor form) included in the election form/letter of transmittal the holder will receive and otherwise complies with all the applicable requirements of the backup withholding rules; or (ii) provides proof of an applicable exemption from backup withholding. Any amounts withheld under the backup withholding rules are not additional tax and will generally be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

THIS SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE TRANSACTIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS OF SHUTTERSTOCK COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSIDERATIONS OF THE TRANSACTIONS TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE OR LOCAL OR NON-U.S. TAX LAWS.

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF GETTY IMAGES

The audited consolidated financial statements of Getty Images as of and for each of the fiscal years ended December 31, 2024, 2023 and 2022 contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are each incorporated by reference into this information statement and proxy statement/prospectus. For additional information, please see “Where You Can Find More Information.”

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Certain terms used below, but not otherwise defined, in this section shall have the meanings ascribed to them elsewhere in this information statement and proxy statement/prospectus.

The following unaudited pro forma condensed combined financial information presents the financial information of Getty Images, adjusted to give effect to the planned acquisition of Shutterstock and other significant corporate and financing transactions of Getty Images related thereto, as well as certain other significant pre-closing transactions completed by Shutterstock, to the extent not yet reflected in Shutterstock’s historical financial information (as more fully described below). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of December 31, 2024 combines the historical balance sheets of Getty Images and Shutterstock on a pro forma basis as if the merger and other significant transactions had been consummated on December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical statements of operations of Getty Images and Shutterstock for such periods on a pro forma basis as if the merger and other significant transactions had been consummated on January 1, 2024, the beginning of the earliest period presented.

Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma adjustments are based on available preliminary information and certain assumptions that Getty Images believes are reasonable under the circumstances. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the merger and other significant transactions occurred on the dates indicated. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The merger and other significant transactions are each described in detail below.

The Merger

On January 6, 2025, Getty Images and Shutterstock entered into the merger agreement, pursuant to which, through a series of transactions, Shutterstock will become a wholly owned subsidiary of Getty Images.

As a result of the transactions outlined in the merger agreement, each share of Shutterstock common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each holder of such share of Shutterstock common stock, and subject to proration in accordance with the merger agreement, either:

(i)     $9.50 per share in cash, and 9.17 shares of Getty Images common stock (a “mixed election”);

(ii)    $28.8487 in cash (a “cash election”); or

(iii)   13.67237 shares of Getty Images common stock (a “stock election”).

The shareholder election will be subject to a proration mechanism, such that the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of Shutterstock common stock will, in each case, be equal to:

(a)     an amount in cash equal to the product of $9.50 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the effective time of the merger (including in respect of vested Shutterstock RSU awards and Shutterstock PSU awards as of the effective time of the merger, as described below) (the “total cash consideration”); and

(b)    a number of shares of Getty Images common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the effective time (including in respect of vested Shutterstock RSU awards and Shutterstock PSU awards as of the effective time of the merger, as described below) (the “total stock consideration”).

Each of the total cash consideration and total stock consideration will be fixed as of immediately prior to the effective time. Therefore, as referenced above, cash elections will be subject to proration if cash elections are oversubscribed, and stock elections will be subject to proration if stock elections are oversubscribed. See the section titled “The Merger Agreement — Merger Consideration” in this information statement and proxy statement/prospectus for additional information regarding the merger consideration.

At the effective time of the merger, each Shutterstock RSU award, Shutterstock PSU award and Shutterstock option (each as defined in the section titled “Summary — Treatment of Shutterstock Equity Awards”) (collectively, the “Shutterstock equity awards”) will be treated as follows in accordance with the merger agreement:

(i)     each Shutterstock RSU award that is vested and outstanding as of immediately prior to the effective time of the merger or, pursuant to its terms as in effect as of the date of the merger agreement, would become vested as of the effective time of the merger, will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock RSU award, the merger consideration (as if the holders of such Shutterstock RSU awards held shares of Shutterstock common stock, and subject to the shareholder election and proration mechanics), less any applicable tax withholding and other authorized deductions;

(ii)    each outstanding Shutterstock PSU award that is vested and outstanding as of immediately prior to the effective time of the merger will be cancelled and converted into the right to receive, with respect to each share of Shutterstock common stock underlying such Shutterstock PSU award, the merger consideration (as if the holders of such Shutterstock PSU award held shares of Shutterstock common stock, and subject to the shareholder election and proration mechanics), less any applicable tax withholding and other authorized deductions;

(iii)   each Shutterstock RSU award and Shutterstock PSU award that is outstanding immediately prior to the effective time of the merger and that is not converted into a right to receive the merger consideration will be assumed by Getty Images and converted into the right to receive (i) an amount in cash equal to the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time of the merger (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by $9.50, and (ii) a Getty Images time-based restricted stock unit award (a “converted RSU award” or “converted PSU award” as applicable) in respect of a number of shares of Getty Images common stock, rounded down to the nearest whole number of shares of Getty Images common stock, equal to the product of the number of shares of Shutterstock common stock subject to such Shutterstock RSU award or Shutterstock PSU award as of immediately prior to the effective time of the merger (which for purposes of Shutterstock PSU awards will be determined based on target performance) multiplied by 9.17. Each converted RSU award and converted PSU award will continue to have and will be subject to the same terms and conditions as applied to the corresponding Shutterstock RSU award or Shutterstock PSU award immediately prior to the effective time of the merger, except that converted PSU awards will only be subject to time-based vesting through the applicable vesting date of the Shutterstock PSU award, which will be the vesting date set forth in the applicable award agreement governing the Shutterstock PSU award without giving effect to any determination related to performance achievement.

(iv)   each outstanding and unexercised Shutterstock option (whether vested or unvested) will be assumed by Getty Images and converted into an option to acquire shares of Getty Images common stock (a “converted option”) on the same terms and conditions (including applicable vesting, exercise, and expiration provisions) as applied to each such Shutterstock option immediately prior to the effective time of the merger agreement, except that (i) the number of shares of Getty Images common stock, rounded down to the nearest whole number of Getty Images common stock, subject to such converted option will equal the product of the number of shares of Shutterstock common stock subject to such Shutterstock option immediately prior to the effective time of the merger multiplied by the equity award exchange ratio (as defined below) and (ii) the per share exercise price of such converted option, rounded up to the nearest whole cent, will equal the quotient of the exercise price per share of Shutterstock common stock at which such Shutterstock option was exercisable immediately prior to the effective time of the merger, divided by

the equity award exchange ratio. For purposes of the merger agreement, the “equity award exchange ratio” means the sum of (i) 9.17 and (ii) the quotient of $9.50 divided by the 10-day average closing stock price of Getty Images common stock for the period ending two business days prior to the closing of the merger as quoted on the NYSE.

Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of April 25, 2025, it is expected that Getty Images stockholders will hold approximately 53.0%, and Shutterstock stockholders will hold approximately 47.0%, of the fully diluted shares of the combined company immediately after the merger.

The acquisition of Shutterstock is expected to be accounted for as a business combination using the acquisition method of accounting under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Getty Images is expected to be treated as the accounting acquirer after taking into account various factors, including the relative share ownership, the composition of the governing body of the combined entity, and the designation of certain senior management positions. Under the acquisition method of accounting for purposes of these unaudited pro forma condensed combined financial statements, management has determined a preliminary estimated purchase price, calculated as described in Note 3. Shutterstock’s assets acquired and liabilities assumed in connection with the merger are recorded at their estimated acquisition date fair values. A final determination of these estimated fair values will be based on the actual net assets of Shutterstock that exist as of the date of completion of the merger.

Financing

Getty Images has agreed to use reasonable best efforts to do all things necessary to ensure it will have at closing of the merger immediately available funds sufficient to (a) make all cash payments contemplated by the merger agreement to be paid at the closing of the merger by Getty Images, Merger Sub 2 or Merger Sub 3, (b) repay, prepay, refinance or discharge Shutterstock’s existing credit agreement and any other indebtedness designated by Shutterstock pursuant to the merger agreement as “payoff indebtedness” and (c) pay all fees and expenses required to be paid at the closing of the merger by Getty Images, Merger Sub 2 or Merger Sub 3 in connection with the transactions contemplated by the merger agreement. Getty Images has also agreed to use reasonable best efforts to amend or otherwise refinance its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028 prior to the closing of the merger.

In anticipation of the closing of the merger, in February 2025, Getty Images entered into the Second Incremental Commitment Amendment and Third Amendment to Credit Agreement (the “Refinancing Amendment”), which amended their existing credit agreement, dated as of February 19, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment Effective Date, the “Existing Credit Agreement” and as amended by the Refinancing Amendment, the “Amended Credit Agreement”). The Refinancing Amendment, among other things, provided for (i) a new tranche of senior secured fixed rate incremental term loans denominated in U.S. dollars in an aggregate principal amount of $580.0 million (the “Dollar Fixed Rate Term B-1 Loans”) and (ii) a new tranche of senior secured term loans denominated in Euros in an aggregate principal amount of €440.0 million (the “Euro Term B-1 Loans” and together with the Dollar Fixed Rate Term B-1 Loans, the “Term B-1 Loans”). The proceeds of the Term B-1 Loans were used to refinance in full all outstanding term loans under the Existing Credit Agreement.