Getty Images Holdings (GETY) risk factors, 2025 10-K

Other

1. 01Our business depends in large part on our ability to attract new and retain existing and repeat customers
2. 02We may be unable to offer relevant quality and diversity of content to satisfy customer needs, including due to an inability to license content owned by third parties, which may become unavailable to us on commercially reasonable terms or may not be available at all
3. 03The digital media content industry is fragmented and intensely competitive, and competition may intensify in the future. Increased competition may result in our loss of market share, pricing pressure and reduced profit margins, any of which could materially and adversely affect our business and results of operations
4. 04We may be unsuccessful in executing our business strategy
5. 05We have incurred and expect to continue to incur increased costs and our management will continue to face increased demands as a result of continuously improving our operations as a public company
6. 06As a public company, we are required by the Sarbanes-Oxley Act to establish and maintain corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal control is necessary for us to provide reliable, timely financial reports and prevent fraud
7. 07We may lose the right to use “Getty Images” trademarks in the event we experience a change of control or otherwise exceed the permitted usage of this trademark
8. 08We operate in new and rapidly changing markets, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
9. 09The increasing use of AI applications such as generative AI technologies may result in harm to our brand, reputation, business, or intellectual property, and could otherwise adversely affect our results of operations
10. 10If we cannot continue to innovate technologically or develop, market and sell new products and services, or enhance existing technology and products and services to meet customer requirements, our ability to grow our revenue could be impaired
11. 11We rely on third parties to drive traffic to our website, and these providers may change their search engine algorithms or pricing in ways that could negatively affect our business, results of operations, financial condition and prospects
12. 12Our operation in and continued expansion into international markets is important for our business. As we continue to expand internationally, we face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs or otherwise limit our growth
13. 13Actions by governments to restrict access to, or operation of, our services or the content we distribute in their countries could substantially harm our reputation, business and financial results
14. 14The impact of currency fluctuations could adversely and materially affect our business and results of operations
15. 15We may be unable to adequately maintain, adapt and upgrade our websites and technology systems to ingest and deliver higher quantities of new content and allow existing and new customers to successfully search for our content
16. 16We may not be able to continue the growth of our business at rates reflective of our historical growth rates or at all
17. 17Technological interruptions that impair access to our websites or the efficiency of our websites and technology systems could damage our reputation and brand and adversely affect our results of operations
18. 18Our failure to protect the proprietary information of our customers and our networks against cyberattacks, security breaches or unauthorized access could adversely affect our business and results of operations, damage our reputation and expose us to liability
19. 19information of our employees, customers and contributors. Accounts created with weak or recycled passwords could allow cyber-attackers to gain access to confidential data
20. 20We may not be successful in acquiring or integrating new content and product lines
21. 21If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings
22. 22Although we believe our cash, cash equivalents and short-term investments, as well as future cash from operations and cash available, provide adequate resources to fund ongoing operating requirements for the foreseeable future, we may need to seek additional financing to compete effectively
23. 23We have incurred debt, which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business, or which if not refinanced could result in termination of the Merger Agreement

Risks Related to Global Economic Conditions

1. 24The impact of worldwide economic, political, social and other conditions may adversely affect our business and results of operations

Risks Related to Personnel

1. 25The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business
2. 26We may be exposed to risks related to our use of independent contractors

Risks Related to Our Intellectual Property and Confidential Information

1. 27Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights and confidential information
2. 28Our products and services may infringe on intellectual property rights of third parties, which could require us to incur substantial costs and distract our management
3. 29Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code

Risks Related to Legal and Regulatory Matters

1. 30An increase in federal, state and foreign government regulation of the industries and markets in which we operate, including with respect to the internet and e-commerce, could have a negative impact on our business
2. 31individual or entity that engages in such trafficking and obligates companies and individuals to put in place appropriate controls to mitigate against such risks
3. 32In addition, the rapid growth of the internet and the proliferation in the use of content therein has created tensions and instability in the application of traditional intellectual property law concepts to such uses
4. 33Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance matters, which could expose us to numerous risks
5. 34Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations
6. 35In addition, there are a number of applicable and potential government regulations that may impact the Company
7. 36We are subject to payments-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations
8. 37expect to increase our allowance for doubtful accounts primarily as the result of changes in the volume of sales to customers who pay on payment terms
9. 38We are, from time to time, subject to various litigation, the unfavorable outcomes of which might have a material adverse effect on our financial condition, results of operations and cash flow

Risks Related to Our Class A Common Stock

1. 39Our stock price has been and will likely continue to be volatile and may decline regardless of our operating performance
2. 40An active trading market for our Class A common stock may not be sustained
3. 41Future sales of shares by existing stockholders could cause our stock price to decline
4. 42Delaware law and anti-takeover provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A Common Stock
5. 43We do not intend to pay dividends for the foreseeable future
6. 44We may issue additional shares of Class A common stock or other equity securities without your approval, which would dilute shareholder ownership interests and may depress the market price of our Class A common stock
7. 45We may issue additional shares of Class A common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances

Risks Related to the Proposed Merger with Shutterstock

1. 46Failure to complete the Merger could trigger the payment of a termination fee, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees
2. 47Uncertainties associated with the Merger may cause us to lose key customers or suppliers and make it more difficult to retain and hire key personnel, and the Merger may disrupt our current plans and operations or divert management’s attention from our ongoing business
3. 48We will be subject to business uncertainties and contractual restrictions while the Merger is pending
4. 49The proposed Merger and the integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger
5. 50The market price of the combined company’s common stock following the anticipated closing of the Merger may be affected by factors different from those that historically have affected or currently affect our common stock
6. 51We may be unable to retain personnel successfully while the Merger is pending or after the Merger is completed
7. 52We may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results
8. 53The exchange ratio of the Merger consideration is fixed, and under the Merger Agreement there will be no adjustment to the Merger consideration for changes in the market price of Shutterstock common stock or our common stock prior to the completion of the Merger
9. 54Our stockholders will have a reduced ownership and voting interest in Getty Images following the merger and will exercise less influence over management