{"url_path":"/sec/gety/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001628280-26-027529-index.html","accession_number":"0001628280-26-027529","cik":"0001898496","ticker":"GETY","issuer_name":"Getty Images Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001628280-26-027529-index.html","primary_entity_key":"0001898496","primary_entity_name":"Getty Images Holdings, Inc."},"word_count":2227,"has_tables":true,"body_markdown":"Item 13.    Certain Relationships and Related Transactions, and Director Independence\n\nAdditional information regarding certain related party balances and transactions is included in “Note 2 — Summary of Significant Accounting Policies” to the consolidated financial statements included in the Original Form 10-K.\n\nPolicies and Procedures for Related Person Transactions\n\nOur Board of Directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. Under the policy:\n\n•any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of our Board of Directors composed solely of independent directors who are disinterested or by the disinterested members of our Board of Directors; and\n\n•any employment relationship or transaction involving an executive officer and any related compensation must be approved by the Compensation Committee of our Board of Directors or recommended by the Compensation Committee to our Board of Directors for its approval.\n\nIn connection with the review and approval or ratification of a related person transaction:\n\n•management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate Dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;\n\n•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;\n\n•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Act and related rules; and\n\n•management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.\n\n24\n\nIn addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-employee” director, as applicable, under the rules and regulations of the SEC and NYSE.\n\nA “related person transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:\n\n•any person who is, or at any time during the applicable period was, one of the Company’s executive officers or one of the Company’s directors;\n\n•any person who is known to be the beneficial owner of more than 5% of the Company’s voting stock;\n\n•any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Class A common stock; and\n\n•any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.\n\nRelated Person Transactions\n\nBelow are transactions, arrangements and relationships that exceed or are reasonably expected to exceed $120,000 in a single fiscal year with our directors, executive officers and stockholders owning 5% or more of our outstanding Class A common stock, or any member of the immediate family of any of the foregoing persons, since January 1, 2024, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Item 11. Executive Compensation.”\n\nOriginal Stockholders Agreement\n\nThe Sponsor, the equity holders of the Sponsor, certain equity holders of Griffey Global Holdings Inc., and certain other parties entered into the Original Stockholders Agreement, relating to, among other things, the composition of our Board of Directors. See \"Item 10. Directors, Executive Officers and Corporate Governance-Corporate Governance-Board Composition\" above for more information. In accordance with the Original Stockholders Agreement, the composition of our Board of Directors currently is (a) three directors nominated by Getty Investments: Patrick Maxwell, Mark Getty and Tracy Knox; (b) two directors nominated by Koch Icon: Michael Harris and Brett Watson; (c) one director nominated by CC Capital: Chinh Chu; (d) the chief executive officer of the Company (which is Craig Peters) and (e) a number of independent directors sufficient to comply with the requisite independence requirements of the NYSE and the rules and regulations of the SEC.\n\nRegistration Rights Agreement\n\nConcurrently with the Closing, the Company, the Sponsor and the persons identified on Schedule A thereto, including the Getty Family Stockholders and Koch Icon, entered into the Registration Rights Agreement, which provides customary demand and piggyback registration rights. Pursuant to the Registration Rights Agreement, the Company agreed that, as soon as practicable, and in any event within 30 days after the Closing, the Company will file with the SEC a shelf registration statement. In addition, the Company will use its commercially reasonable best efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th day (or the 120th day if the SEC notifies the Company that it will “review” such shelf registration statement) following the filing deadline, in each case subject to the terms and conditions set forth therein; and the Company will not be subject to any form of monetary penalty for its failure to do so.\n\nAdditionally, the Company, the Getty Family Stockholders, Koch Icon, and other parties to the Registration Rights Agreement, have agreed to amend and restate such agreement in connection with the closing of the transactions contemplated by the Shutterstock Merger Agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, the parties will be entitled to certain piggyback registration rights and customary demand registration rights. In addition pursuant to the amendment and restatement, among other things, within 90 days following the closing of the transactions contemplated by the Shutterstock Merger Agreement, the Company will coordinate with the stockholders party to the Amended and Restated Registration Rights\n\n25\n\nAgreement to complete an underwritten secondary offering of a certain number of shares of Class A common stock beneficially owned by such stockholders.\n\nRestated Option Agreement\n\nGetty Investments is a party to a Restated Option Agreement, dated February 9, 1998 (as amended on February 9, 1998, February 24, 2008, and August 14, 2012, the “Restated Option Agreement”) pursuant to which Getty Investments has the right to obtain ownership of the Getty Marks (as defined in the Restated Option Agreement) in the event one or more third parties acquire a controlling interest in Getty Images, Inc. In connection with the entry into the Business Combination Agreement, Getty Investments entered into the Fourth Amendment to the Restated Option Agreement, which provides that the Restated Option Agreement will automatically terminate if, and on the date following the Closing Date on which, the Getty Family Stockholders (together with their respective successors and any permitted transferees) beneficially own less than 27,500,000 shares of Class A common stock (as adjusted for stock splits, stock combinations, and similar transactions).\n\nSignificant Stockholder Agreement\n\nConcurrently with the execution of the Shutterstock Merger Agreement, the Getty Family Stockholders, Koch Icon and Mr. Jonathan Oringer, the Executive Chairman of Shutterstock (each, a “Significant Stockholder”) entered into the significant stockholder agreement (the \"Significant Stockholder Agreement\"). Pursuant to the Significant Stockholder Agreement, the Getty Family Stockholders, Koch Icon and Mr. Oringer have agreed to certain restrictions on transfers of their shares of Class A common stock following the closing of business combination between the Company and Shutterstock, including (a) any transfers during the 90 days following the closing or (b) 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 Significant Stockholders’ beneficial ownership.\n\nPursuant to the Significant Stockholder Agreement, the Getty Family Stockholders and Koch Icon are entitled to certain rights to designate directors to our Board of Directors, subject to ownership thresholds. Based on expected ownership of the Getty Family Stockholders and Koch Icon immediately following the closing, the Getty Family Stockholders are expected to be entitled to designate two directors to our Board of Directors and the Koch Icon is expected to be entitled to designate one director to our Board of Directors. For so long as the Getty Family Stockholders are entitled to designate two directors to our Board of Directors, the Getty Family Stockholders will be entitled to designate the Chairman of our Board of Directors. For so long as the Getty Family Stockholders and Koch Icon are entitled to designate at least one director to our Board of Directors, each of Getty Family Stockholders and Koch Icon, as applicable, shall be entitled to appoint an observer to our Board of Directors.\n\nPlease see the Significant Stockholder Agreement, which is attached as Exhibit 10.22 to the Original Form 10-K for more information.\n\nLetter Agreements\n\nAlso concurrently with the execution of the Shutterstock Merger Agreement, the Getty Family Stockholders and Koch Icon each entered into a letter agreement with the Company, in each case dated as of January 6, 2025, wherein (a) the Getty Family Stockholders and Koch Icon have agreed to certain restrictions on transfers of their shares of Class A common stock and associated voting rights until the earlier of (i) termination of the Shutterstock Merger Agreement in accordance with its terms or (ii) the closing of the transaction, (b) each of the Getty Family Stockholders and Koch Icon have agreed to cooperate with the Company in connection with (A) termination of the Original Stockholders Agreement, to be effective as of closing of the transaction and (B) seeking regulatory approvals required in connection with the transaction, and (c) the Company has agreed to provide reimbursement to the Getty Family Stockholders and Koch Icon for certain expenses incurred in connection with the transaction, in each case up to a cap of $400,000 (such cap, however, does not apply to expenses incurred in connection with litigation or regulatory approvals). CC NB Sponsor 2 Holdings LLC, CC Capital and NBOKS have also each entered into a Letter Agreement with the Company, in each case dated as of January 6, 2025, which contain similar provisions with respect to reimbursement for certain of their expenses incurred in connection with the transaction and their cooperation in connection with termination of the Original Stockholders Agreement, to be effective as of the closing.\n\n26\n\nPlease see the Letter Agreements, which are attached as Exhibits 10.23 and 10.24 to the Original Form 10-K for more information.\n\nIndemnification Agreements\n\nWe currently indemnify our directors and executive officers to the fullest extent permitted by law. Further, we have entered into customary indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted by applicable law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.\n\nThere is currently no pending material litigation or proceeding involving any of the Company’s directors, officers or employees for which indemnification is sought.\n\nEmployment Agreements\n\nSee “Item 11. Executive Compensation” for information regarding compensation arrangements with our named executive officers and directors, which include, among other things, employment, termination of employment and change in control arrangements, stock awards and certain other benefits.\n\nStephanie Liverani, the spouse of Mikael Cho, Senior Vice President – CEO, Unsplash, is employed by a subsidiary of Getty Images and serves as Vice President & Co-Founder, Unsplash. In 2025 and 2024, she was paid approximately $271,000 and $265,000 in base salary and $152,000 and $234,000 in cash bonus, respectively. Additionally, Christopher Liverani, the brother-in-law of Mikael Cho, Senior Vice President – CEO, Unsplash, is employed by a subsidiary of Getty Images and serves as Brand Partnerships Executive. In 2025 and 2024, he was paid approximately $223,000 and $206,000 in base salary and $209,500 and $323,000 in commissions, respectively. Each individual participated in other regular and customary employee benefit programs generally available to all Getty Images employees. In addition, the amount of compensation was determined in accordance with the Company’s standard compensation practices applicable to similarly situated employees.\n\nDirector Independence\n\nFor information on director independence, see “Item 10. Directors, Executive Officers and Corporate Governance--Director Independence.”"}