# Getty Images Holdings, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Getty Images Holdings, Inc.](/companies/gety.md) (CIK 1898496)
- Form: 10-Q
- Filed: 2026-05-11
- Accepted by EDGAR: May 11, 2026, 16:12 ET
- Period: 2026-03-31
- Accession: 0001628280-26-033481
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1898496/000162828026033481/gety-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1898496/000162828026033481/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $226.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $66.2m | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2026-01-01 to 2026-03-31 | $102.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | $31.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $54.2m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $2.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$4.4m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 417,539,058 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $40.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $16.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $96.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $1.00bn | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $3.22bn | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $1.32bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $2.63bn | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $1.25bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2026-03-31 | $701.8m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2026-03-31 | $701.8m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2026-03-31 | $538.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 64,396 characters.

*Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “Getty Images,” “we,” “us,” “our” and other similar terms refer to Getty Images Holdings, Inc. and its subsidiaries.*

*The following discussion and analysis of the financial condition and results of operations of Getty Images should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The discussion should also be read together with the “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and the “Item 1A. Risk Factors” section and historical audited annual consolidated financial statements of Getty Images Holdings, Inc. as of December 31, 2025 and 2024 and the respective notes thereto, included in our most recently filed Annual Report on Form 10-K (the “2025 Form 10-K”).*

*We qualify as a “smaller reporting company” because the market value of our shares of Class A common stock held by non-affiliates was less than $250 million as of the end of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.*

### Cautionary Note Regarding Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.

These forward-looking statements are subject to a number of risks and uncertainties, including:

- our inability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs;
- our ability to attract new customers and retain and motivate an increase in spending by our existing customers;
- our ability to grow our subscriptions business;
- the user experience of our customers on our websites;
- the extent to which we are able to maintain and expand the breadth and quality of our content library through content licensed from third-party suppliers, content acquisitions and imagery captured by our staff of in-house photographers;
- the mix of and basis upon which we license our content, including the price-points at, and the license models and purchase options through, which we license our content;
- the risk that we operate in a highly competitive market;
- the risk that we are unable to successfully execute our business strategy or effectively manage costs;
- our inability to effectively manage our growth;
- our inability to maintain an effective system of internal controls and financial reporting;
- our incurrence of debt, including related interest rate volatility and rising interest costs, which could have a negative impact on our financing options and liquidity position;
- our need to seek additional capital and any related inability to obtain additional capital on commercially reasonable terms;
- the risk that we may lose the right to use “Getty Images” trademarks;
- our inability to evaluate our future prospects and challenges due to evolving markets and customers’ industries;
- the legal, social and ethical issues relating to the use of new and evolving technologies, such as Artificial Intelligence and machine learning (collectively, “AI”), including statements regarding AI and innovation momentum;
- the increased use of AI applications such as generative AI technologies that may result in harm to our brand, reputation, business, or intellectual property;
- the risk that our operations in and continued expansion into international markets bring additional business, political, regulatory, operational, financial and economic risks;
- our inability to adequately adapt our technology systems to ingest and deliver sufficient new content;
- the risk of technological interruptions or cybersecurity breaches, incidents, and vulnerabilities;
- the risk that any prolonged strike by, or lockout of, one or more of the unions that provide personnel essential to the production of films or television programs, such as the 2023 strike by the writers’ union and the actors’ unions and including its lingering effects, could further impact our entertainment business;
- the inability to expand our operations into new products, services and technologies and to increase customer and supplier awareness of our new and emerging products and services, including with respect to our AI initiatives;
- the loss of and inability to attract and retain key personnel that could negatively impact our business growth;
- the inability to protect the proprietary information of customers and networks against security breaches and protect and enforce intellectual property rights;
- our reliance on third parties;
- the risks related to our use of independent contractors;
- the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business;
- the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. Dollar, hyperinflation, higher interest rates, trade wars and restrictions, tariffs, devaluation, military conflicts in Ukraine, South America and the Middle East, the impact of bank failures on the marketplace and the ability to access credit and significant political or civil disturbances in international markets where we conduct business;
- the risk that claims, judgments, lawsuits and other proceedings that have been, or may be, instituted against us or our predecessors, including pending lawsuits brought against us by former warrant holders, could adversely affect our business;
- the inability to regain compliance with the New York Stock Exchange continued listing standards;
- volatility in our stock price and in the liquidity of the trading market for our Class A common stock;
- the impact of any widespread outbreak of an illness, pandemic or other local or global health issue, natural disasters, or climate change;
- changes in applicable laws or regulations;
- the risks associated with evolving corporate governance and public disclosure requirements;
- the risk of greater than anticipated tax liabilities;
- the risks associated with the storage and use of personally identifiable information;
- earnings-related risks such as those associated with late payments, goodwill or other intangible assets;
- the risks associated with being an “emerging growth company” and “smaller reporting company” within the meaning of the U.S. securities laws;
- risks associated with our reliance on information technology in critical areas of our operations;
- our potential inability to pay dividends for the foreseeable future;
- the risks associated with additional issuances of Class A common stock without stockholder approval;
- risks related to our proposed merger with Shutterstock, Inc. (“Shutterstock”);
- costs related to operating as a public company; and
- other risks and uncertainties identified in “Item 1A. Risk Factors” of our most recently filed Annual Report on Form 10-K.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described under the heading “Item 1A. Risk Factors” in our 2025 Form 10-K and in our other filings with the SEC. The risks described under the heading “Item 1.A. Risk Factors” in our 2025 Form 10-K are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, the statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

### Recent Developments

#### Merger Agreement with Shutterstock

On January 6, 2025, Getty Images entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Shutterstock. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and other customary closing conditions.

During the three months ended March 31, 2026 and 2025, Getty Images has expensed $3.2 million and $18.0 million, respectively, of legal, accounting, and direct costs related to this proposed Merger in “*Other operating expenses – net”* in the Condensed Consolidated Statements of Operations.

The Company expects to continue to incur transaction and integration-related costs in future periods. Additional information regarding the Merger Agreement is included in “*Note 1 - Description of the Company and Basis of Presentation”* to the Condensed Consolidated Financial Statements.

### Business Overview

Getty Images is a preeminent global visual content creator and marketplace, providing a diverse collection of high-quality photos, illustrations, videos, and music licensing to businesses, media organizations, and individuals worldwide. The Company is one of the largest and most respected providers of stock imagery and multimedia content.

For over 31 years, Getty Images has embraced innovation, from analog to digital, from offline to e-commerce, from stills to video, from single image purchasing to subscriptions, from websites to application programming interfaces (“APIs”), from pre-shot content to AI generated content designed to be commercially safe. With quality content at the core of our offerings, we embrace innovation as a means to service our existing customers better and to reach new ones.

We offer comprehensive content solutions, including a la carte (“ALC”) and subscription access to our pre- shot content and coverage, generative AI-services, custom content and coverage solutions, digital asset management tools, data insights, research, and print offerings.

Through our content and coverage, Getty Images moves the world-whether the goal is commercial or philanthropic, revenue-generating or society-changing, market-disrupting or headline-driving. Through our staff, our exclusive contributors and partners, and our expertise, data, and research, Getty Images’ content grabs attention, sheds light, represents communities, and reminds us of our history.

Through Getty Images, iStock, and Unsplash, we offer a full range of content solutions to meet the needs of any customer-no matter their size-around the globe, with over 652 million visual assets available through its industry-leading sites. New content and coverage are added daily, with over 11 million new assets added each quarter and over 2.3 billion searches annually. The Company has almost 700,000 purchasing customers, with customers from almost every country in the world with websites in 23 languages bringing the world’s best content to media outlets, advertising agencies, and corporations of all sizes and, increasingly, serving individual creators and prosumers.

In support of its content, Getty Images employs over 115 staff photographers and videographers, and distributes the content of over 600,000 contributors and more than 360 premium content partners. Over 83,000 of our contributors are exclusive to the Company, creating content that cannot be found anywhere else. Each year, we cover more than 160,000 global events across news, sport, and entertainment, providing a depth and breadth of coverage that is unmatched. Getty Images also maintains one of the largest and best privately-owned photographic archives in the world, with over 150 million images across geographies, periods, and verticals.

We distribute content and services offerings through three primary product lines:

#### Creative

Creative is comprised of RF photos, illustrations, vectors, videos, and generative AI-services that are released for commercial use and cover a wide variety of commercial, conceptual, and contemporary subjects, including lifestyle, business, science, health, wellness, beauty, sports, transportation and travel. This content is available for immediate use by a wide range of customers with depth, breadth, and quality, allowing our customers to produce impactful websites, digital media, social media, marketing campaigns, corporate collateral, textbooks, movies, television, and online video content relevant to their target geographies and audiences. We primarily source Creative content from a broad network of professional, semi-professional, and amateur creators, many exclusive to Getty Images. We have a global creative insights team dedicated to providing briefing and art direction to our exclusive contributor community. Creative represents 55.7% and 59.0% of our revenue, of which 60.6% and 59.2% is generated through our annual subscription products for the three months ended March 31, 2026, and 2025, respectively. Annual Subscription products include products and subscriptions with a duration of 12 months or longer, Unsplash API, and Custom Content.

#### Editorial

Editorial is comprised of photos and videos covering the world of entertainment, sports, and news. We combine contemporary coverage of events around the globe with one of the largest privately held archives globally with access to images from the beginning of photography. We invest in a dedicated editorial team that includes over 115 staff photographers and videographers to generate our own coverage in addition to coverage from our network of content partners. Editorial represents 40.5% and 36.9% of our revenue, of which 56.0% and 57.7% is generated through our annual subscription products for the three months ended March 31, 2026, and 2025, respectively. Annual Subscription products include subscriptions with a duration of 12 months or longer.

#### Other

Other represents 3.8% and 4.1% of our revenue for the three months ended March 31, 2026 and 2025, respectively. This includes data access and/or licensing, music licensing, digital asset management, distribution services and print sales.

We service a full range of customers through our industry-leading brands and websites:

#### Getty Images

Gettyimages.com offers premium creative content and editorial coverage, including video, with exclusive content, and customizable rights and protections. This site primarily serves more prominent enterprise agency, media and corporate customers with global customer support from our sales and service teams. Customers can purchase on an ALC basis or through our content subscriptions, including our “Premium Access” subscription, where we uniquely offer frictionless access across all of the Getty Images and iStock content in one solution.

#### iStock

iStock.com is our budget-conscious e-commerce offering our customers access to creative stills and video, which includes exclusive content. This site primarily serves small and medium-sized businesses, including the growing freelance market. Customers can purchase on an ALC basis or through a range of monthly and annual subscription options with access to an extensive amount of unique and exclusive content.

#### Unsplash

Unsplash.com is a platform offering free stock photo downloads and paid subscriptions targeted to the high-growth prosumer and semi-professional creator segments. The Unsplash website reaches a significant and geographically diverse audience with more than 96 million image downloads every month.

In addition to our websites, customers and partners can access and integrate our content, metadata and search capabilities via our APIs and through a range of mobile apps and plugins.

We are a critical intermediary between content suppliers and a broad set of customers. We compete against a broad range of stock licensing marketplaces, editorial news agencies, creative agencies, production companies, staff and freelance photographers and videographers, photo and video archives, freelance marketplaces and amateur content creators, creative tools and services and free sources. Getty Images’ unique offering and approach offers a strong value proposition to our customers and content contributors.

For customers:

- We offer a comprehensive suite of high quality, authentic content, purchase and licensing options and services to meet the needs of our customers, regardless of project requirements, needs or budgets.
- Our content sourcing and production, rights oversight, websites and content distribution are all supported by a unique, scalable cloud-based unified platform with powerful artificial intelligence/machine learning and data addressing all customers at scale.
- Customers have access to Generative AI by Getty Images and iStock which is designed to be a commercially-safe and responsible solution designed to help embrace AI, elevate creativity, and ideate or iterate on concepts and compositions.
- Customers can avoid the costly investment and environmental impact of producing content on their own. This can include costs incurred from staffing, travel and access, model and location, hardware and production, and editing.
- Customers do not have to wait for content to be produced and distributed and can avoid the difficulties and pitfalls of searching across the internet to locate and negotiate for rights to license or use specific content. Our best-in-class, scaled infrastructure offers customers a one-stop shop for instant content access and maneuverability.
- Customers licensing from Getty Images and iStock receive trusted copyright claim protections, model and property releases and the ability to secure the necessary clearances for their intended use of the content.

For content contributors:

- Access to a marketplace that reaches almost every country in the world, across all customer categories and sizes and generated annual royalties of over $220 million for the trailing twelve months ending March 31, 2026.
- We maintain a dedicated and experienced creative insights team focused on understanding changes in customer demand, the visual landscape, the authentic portrayal of communities and cultures, and the evolution of core creative concepts. We work closely with leading organizations to augment our proprietary research and understanding of communities and cultures to provide content with authentic depiction. We convey this research to our exclusive contributors via actionable insights allowing them to invest in and create content that accurately caters to changing consumer demand and up to date market trends.
- Not only do we provide exclusive contributors with scaled access to end markets and proprietary information, but we also provide premium royalty rates. This allows our exclusive contributors and partners to confidently invest more into their productions with the potential to generate higher returns.
- Partnering with Getty Images allows contributors to focus on content creation and avoid time and financial investment in the marketing, sales, distribution and management of their content.
- Our Generative AI by Getty Images and iStock products compensates our world-class content creators for the use of their work in our AI models, allowing them to continue to create more high-quality pre-shot imagery.

### Macroeconomic Conditions

The broader implications of the macroeconomic environment, including uncertainty around international armed conflicts in Ukraine, South America, and the Middle East, geopolitical tensions, lingering supply chain shortages, tariffs, inflationary and interest rate pressures, and other related global economic conditions, remain unknown. A deterioration in macroeconomic conditions could continue to increase the risk of lower consumer spending, foreign currency exchange fluctuations, or other business interruptions, which may adversely impact our business and financial results.

### Components of Operating Results

### Revenue

We generate revenue by licensing content to customers through multiple license models and purchase options, as well as by providing related services to our customers. The key image licensing model in the pre-shot market is RF. Content licensed on an RF basis is subject to a standard set of terms, allowing the customer to use the image for an unlimited duration and without limitation on the use or application. Within our video offering, we also offer a licensing model known as Rights-Ready. The Rights-Ready model offers a limited selection of broader usage categories, thus simplifying the purchase process. Additionally, we have Generative AI by Getty Images and Generative AI by iStock, which are our generative AI text to image and image to image tools that were trained on Getty Images’ world‑class creative content and designed for commercial use. Customers that download visuals through the tool will receive the standard RF license.

In addition to licensing imagery and video, we generate revenue from data access and/or licensing, custom content solutions, photo and video assignments, music content in some of our subscriptions, print sales and licensing our digital asset management systems to help customers manage their owned and licensed digital content.

A significant portion of the business has transitioned to an annual subscription model with strong retention characteristics. Annual subscriptions now comprise approximately 57% of total revenue for the three months ended March 31, 2026, and we continue to focus on growing subscription revenue.

References to “reported revenue” in this discussion and analysis are to our revenue as reported in our historical audited consolidated financial statements for the relevant periods and reflect the effect of changes in foreign currency exchange rates. References to “currency neutral” (“Currency Neutral” or “CN”) revenue growth or decline (expressed as a percentage) in this section refer to our revenue growth or decline (expressed as a percentage), excluding the effect of changes in foreign currency exchange rates. See “Non-GAAP Financial Measures” for additional information regarding Currency Neutral revenue growth or decline (expressed as a percentage).

### Cost of revenue (exclusive of depreciation and amortization)

The ownership rights to the majority of the content we license are retained by the owners, and licensing rights are provided to us by a large network of content contributors and content partners. When we license content entrusted to us by content suppliers, we pay royalties to them at varying rates depending on the license model and the use of that content that our customers select. Suppliers who choose to work with us under contract typically receive royalties of 20% to 50% of the total license fee we charge customers, depending on the basis on which their content is licensed by our customers. Contributors are compensated for any inclusion of their content in AI data training sets and may share in the revenue generated by AI tools and services trained with their content. We also own the copyright to certain content in our collections (“wholly-owned content”), including content produced by our staff photographers for our editorial product, for which we do not pay any third-party royalties. Cost of revenue includes certain costs of our assignment photo shoots, but excludes amortization associated with creating or buying content. Cost of revenue consists primarily of royalties owed to content contributors, comprised of photographers, filmmakers, third-party companies that license their collection of content through us (“Content Partners”) and our third-party music content provider.

Going forward, we expect the cost of revenue to trend in line with overall revenue patterns. We expect our cost of revenue as a percentage of revenue to vary modestly based on changes in revenue mix by product, as royalty rates vary depending on license model and use of content.

### Selling, general, and administrative expenses

Selling, general, and administrative expenses (“SG&A”) primarily consist of staff costs, marketing expenses, occupancy costs, professional fees and other general operating charges.

We expect our selling, general, and administrative expenses to increase in absolute dollars but remain relatively constant as a percentage of revenue in the near term. Absolute dollar spending will increase as certain costs increase and we continue to expand our operations and invest in our growth. Lastly, we expect our marketing to stay relatively constant as a percentage of revenue. However, the Company will continue to evaluate opportunities to incrementally invest in marketing as appropriate.

### Depreciation

Depreciation expense consists of internally developed software, content and equipment depreciation. We record property and equipment at cost and reflect Consolidated Balance Sheet balances net of accumulated depreciation. We record depreciation expense on a straight-line basis. We depreciate leasehold improvements over the shorter of the respective lives of the leases or the useful lives of the improvements.

We expect depreciation expense to remain stable as we continue to innovate and invest in the design, user experience and performance of our websites.

### Amortization

Amortization expense consists of the amortization of intangible assets related to acquired customer relationships, trademarks and other intangible assets. The majority of our intangible assets have been fully amortized. We expect amortization expense to be insignificant in the coming years.

### Factors affecting results of operations

A shift in the product mix of our revenue may affect our overall cost of revenue as a percentage of revenue. Our revenues and profitability are also subject to fluctuations in foreign exchange rates. The weakening or strengthening of our reporting currency, the U.S. Dollar, during any given period as compared to currencies that we collect revenues in, most notably, the Euro and British pound, impacts our reported revenues.

Our future financial condition and results of operation will also be dependent upon various factors that generally affect the digital content industry, including the general trends affecting the media, marketing and advertising customer bases that we target, protection of intellectual property, and new and expanding technology such as generative AI technologies. In addition, our financial condition and results of operation will continue to be affected by factors that affect internet commerce companies and by general deterioration in macroeconomic factors that could continue to increase the risks of lower consumer spending, other business interruptions, the global and economic uncertainty caused by, among other things, the military conflicts in Ukraine, South America and in the Middle East, tariffs or trade restrictions imposed by the U.S. and other countries, changes in political climate, and high interest rates, currency fluctuations, high inflation and labor shortages.

### Impact of Currency Fluctuations

Assets and liabilities for subsidiaries with functional currencies other than the U.S. Dollar are recorded in foreign currencies and translated at the exchange rate on the Balance Sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to “Other comprehensive income (loss)”, as a separate component of stockholder’s equity. The Company recognized net foreign currency translation adjustment losses of $13.1 million during the three months ended March 31, 2026 and net foreign currency translation adjustment gains of $20.4 million during the three months ended March 31, 2025.

Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in “*Foreign exchange gain (loss) – net”* in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2026, the Company recognized net unrealized foreign currency transaction gains of $14.8 million. For the three months ended March 31, 2025, the Company recognized net unrealized foreign currency transaction losses of $25.1 million.

### Results of Operations

The following table sets forth our operating results for the periods indicated.

*(In thousands, except percentages)*

|  | Three Months Ended March 31, 2026 | 2025 | increase (decrease) $ change | % change |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $226,574 | $224,077 | $2,497 | 1.1% |
| Cost of revenue (exclusive of depreciation and amortization) | 66,168 | 60,209 | 5,959 | 9.9% |
| Selling, general and administrative expenses | 102,187 | 98,268 | 3,919 | 4.0% |
| Depreciation | 16,073 | 14,947 | 1,126 | 7.5% |
| Amortization | 586 | 566 | 20 | 3.5% |
| Loss on litigation | 5,123 | 4,343 | 780 | 18.0% |
| Other operating expenses – net | 4,882 | 18,402 | (13,520) | (73.5)% |
| Total operating expenses | 195,019 | 196,735 | (1,716) | (0.9)% |
| Income from operations | 31,555 | 27,342 | 4,213 | 15.4% |
| Interest expense | (54,174) | (32,675) | (21,499) | 65.8% |
| Foreign exchange gain (loss) – net | 14,773 | (25,078) | 39,851 | (158.9)% |
| Loss on extinguishment of debt | — | (5,474) | 5,474 | NM |
| Other non-operating income (expense) – net | 6,007 | (2,094) | 8,101 | (386.9)% |
| Total other expense – net | (33,394) | (65,321) | 31,927 | (48.9)% |
| Loss before income taxes | (1,839) | (37,979) | 36,140 | (95.2)% |
| Income tax expense | (2,595) | (64,593) | 61,998 | (96.0)% |
| Net loss | $(4,434) | $(102,572) | $98,138 | (95.7)% |

#### NM - Not meaningful

### Comparison of the Three Months Ended March 31, 2026 and 2025

### Revenue by product

*(In thousands, except percentages)*

|  | Three Months Ended March 31, 2026 | % of revenue | 2025 | % of revenue | increase / (decrease) $ change | % change | CN % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Creative | 126,249 | 55.7% | 132,175 | 59.0% | (5,926) | (4.5)% | (8.0)% |
| Editorial | 91,690 | 40.5% | 82,617 | 36.9% | 9,073 | 11.0% | 7.1% |
| Other | 8,635 | 3.8% | 9,285 | 4.1% | (650) | (7.0)% | (8.4)% |
| Total revenue | $226,574 | 100.0% | $224,077 | 100.0% | $2,497 | 1.1% | (2.5)% |

For the three months ended March 31, 2026, reported revenue was $226.6 million as compared to $224.1 million for the three months ended March 31, 2025. On a reported basis, revenue increased by 1.1% (decreased 2.5% CN) for the three months ended March 31, 2026. Foreign exchange movements positively impacted reported revenue growth for the year ended March 31, 2026 by 360 basis points, largely driven by the weakening dollar relative to the EUR and British pound.

**Creative** revenue decreased on a reported basis 4.5% (8.0% CN) to $126.2 million for the three months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025. The decrease of $5.9 million for the three months ended March 31, 2026 was driven by lower revenue from our iStock e-commerce platform (decreased $4.7 million), Premium Access subscriptions (decreased $3.7 million), Premium RF ALC and Ultra Pack offerings (decreased $1.8 million), and our Getty Images video products (decreased $1.6 million). These declines were partially offset by increased revenue from Custom Content (increased $5.9 million). We saw double-digit declines from our Agency customers during the quarter, which are accounted for largely within Creative on an ALC basis. In addition, the revenue allocated from our committed solutions was affected by changes in subscriber download behavior, which influenced the allocation of revenue between Creative and Editorial content. During the current‑year quarter, the Milano Cortina 2026 Olympic Games drove higher demand for Editorial content relative to Creative, resulting in an allocation of revenue that favored Editorial. Finally, iStock e‑commerce revenue continued to be impacted by the discontinuation of the free trial customer acquisition program in June 2025, as well as lower traffic levels compared to the prior year period due to the exit of a long-standing affiliate partnership, reductions in underperforming affiliate spend and internal changes that temporarily impacted search engine rankings.

**Editorial** revenue increased on a reported basis by $9.1 million, or 11.0% (7.1% CN), to $91.7 million. The increase was driven by Editorial subscriptions (increased $3.7 million), assignments (increased $1.8 million) and Editorial ALC (increased $3.6 million). Overall, these product increases were driven by growth in Sport, Archive and Entertainment. Revenue from our committed solutions was affected by changes in subscriber download behavior, which influenced the revenue allocation between Creative and Editorial. During the current‑year quarter, the Milano Cortina 2026 Olympic Games drove higher demand for Editorial content relative to Creative. By contrast, in the prior‑year quarter, the Los Angeles wildfires led to event cancellations and reduced production activity, resulting in a revenue allocation that favored Creative content relative to Editorial.

**Other** revenue decreased on a reported basis by $0.7 million, or 7.0% (8.4% CN), to $8.6 million for the three months ended March 31, 2026, compared to $9.3 million for the three months ended March 31, 2025. The decrease was primarily driven by recognition timing related to data access and/or licensing agreements.

### Revenue Recognition

The timing of our revenue recognition can be influenced by several factors, including the nature of the contract with the customer, and the Company’s estimates regarding unused content and customer download patterns and whether we have met our obligation to our customer. These factors can lead to variability in the timing and amount of revenue recognized in a given period.

### Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue for the three months ended March 31, 2026 was $66.2 million (29.2% of revenue) compared to $60.2 million (26.9% of revenue) in the same prior year period. The change in cost of revenue as a percentage of revenue compared to the prior year was due primarily to the timing of costs associated with previously recognized revenue as well as mix by product. Generally, cost of revenue rates vary modestly period over period based on changes in revenue mix by product, as royalty rates vary depending on the license model and use of content.

### Selling, general, and administrative expense

Reported SG&A expense increased by $3.9 million or 4.0% (0.7% CN) for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. SG&A fluctuations from the prior period include the following:

- increase of $3.2 million related to staff costs for the three months ended March 31, 2026. The increase was primarily driven by increases in salaries, benefits, severance, and temporary labor, which were partially offset by a decline in equity‑based compensation.
- increase of $1.0 million related to computer expense for the three months ended March 31, 2026, primarily due to a temporary increase in consumption associated with the delivery of assets under a significant multi-year licensing agreement.
- increase of $0.9 million related to travel for the three months ended March 31, 2026, primarily related to costs associated with our coverage of the Milano Cortina 2026 Winter Olympics.
- increase of $0.5 million in professional fees and $0.5 million in bad debt expense for the three months ended March 31, 2026.
- decrease in marketing spend of $2.1 million (decrease of 17.5%) for the three months ended March 31, 2026. For the three months ended March 31, 2026, marketing spend as a percentage of sales decreased to 4.3% from the three months ended March 31, 2025 ratio of 5.3%. This decrease was driven primarily by decreased investment in affiliate marketing due to the exit of a long-standing affiliate partnership and reductions in underperforming affiliate spend.

### Depreciation expense

Depreciation expense was $16.1 million for the three months ended March 31, 2026, an increase of $1.1 million or 7.5% compared to $14.9 million for the three months ended March 31, 2025. The increase is due to capital investments made that are primarily related to internal software development as we continue to innovate and invest in the design, user experience and performance of our websites.

### Amortization expense

For the three months ended March 31, 2026, amortization expense was $0.6 million, which was in line with the prior period.

### Loss on litigation

For the three months ended March 31, 2026, the Company recognized loss on litigation of $5.1 million compared to $4.3 million for the three months ended March 31, 2025. The loss on litigation consists of an estimate for damages, the interest on the estimated damages, legal fees, and amortization of fees related to appeal bond. The Company may continue to see these expenses as we navigate through the appeal of the judgment in the Berner/Lapp Actions and NY State Actions. See “*Note 11 - Legal Proceedings and Contingencies”* for additional discussion.

### Other operating expenses – net

Other operating expenses - net was $4.9 million for the three months ended March 31, 2026, compared to $18.4 million in the three months ended March 31, 2025. The decrease is primarily driven by fewer costs incurred in connection with our proposed Merger with Shutterstock. We expect these costs to continue as we proceed through the regulatory process. Other operating expenses will continue to fluctuate from period to period as this line item is heavily influenced by non-recurring events such as mergers and acquisitions, claims, settlements, and gains/losses on asset disposals.

### Interest expense

We recognized interest expense of $54.2 million and $32.7 million, respectively, for each of the three month periods ended March 31, 2026 and March 31, 2025. Our interest expense primarily consists of interest charges on our debt and revolving credit facility which remained undrawn as of March 31, 2026 (subsequently drawn in April 2026), as well as the amortization of original issue discount, debt issuance costs and amortization of deferred debt financing fees. The increase relative to the prior year is largely driven by a higher level of outstanding debt combined with an increase in our effective interest rate. See “*Note 6 - Debt”* for additional discussions on our debt.

### Foreign exchange gain (loss) – net

We recognized foreign exchange gains, net of $14.8 million for the three months ended March 31, 2026, compared to net losses of $25.1 million for the three months ended March 31, 2025. These changes are primarily driven by fluctuations in the EUR related to our 2019 EUR Term Loans and 2025 EUR Term Loans, which resulted in a foreign currency gains of $9.5 million for the three months ended March 31, 2026 and a foreign currency losses of $18.3 million for the three months ended March 31, 2025, respectively.

We expect continued volatility in foreign exchange gains and losses each period based on fluctuations in exchange rates impacting our foreign currency exposures.

### Loss on extinguishment of debt

We recognized loss on extinguishment of debt of $5.5 million for the three months ended March 31, 2025 from the extinguishment of our 2019 Term Loans. No such loss was recognized for the three months ended March 31, 2026. See “*Note 6 - Debt”* for additional discussion on the refinancing of our 2019 Term Loans.

### Other non-operating income (expense) – net

We recognized other non-operating income, net of $6.0 million for the three months ended March 31, 2026 compared to other non-operating expense, net of $2.1 million for the three months March 31, 2025. The change of $8.1 million was primarily due to increased interest income from the escrow account, where the gross proceeds from the offering of the 10.500% Senior Secured Notes are held. There were also costs related to the debt refinancing that were included in the three months ended March 31, 2025 with no related costs in the three months ended March 31, 2026.

### Income taxes

The Company’s income tax provision is computed using an estimated annual effective tax rate, adjusted for discrete items. The estimated annual effective tax rate is subject to significant volatility due to several factors, including changes in the forecasted pre-tax income (loss) and income tax (expense) benefit, realizability of deferred tax assets, intercompany transactions, foreign currency gain (loss), mergers and acquisitions, jurisdictional footprints, and changes in the Company’s business operations. In addition, the effective tax rate’s volatility depends on the amount of pre-tax income (loss). For example, the impact of non-taxable, non-deductible, and discrete items on the effective tax rate is greater when the pre-tax income (loss) is smaller.

The Company recorded an income tax expense of $2.6 million and $64.6 million for the three months ended March 31, 2026 and March 31, 2025, respectively. For 2026, the Company’s effective tax rate is expected to be a large negative percentage due to the Company’s pre-tax loss and income tax expense items that are not analogous to pre-tax loss, such as foreign withholding taxes, non-deductible interest expense, and change in valuation allowance. The effective tax rate may vary significantly throughout the year depending on the changes in the pre-tax income (loss).

### Liquidity and Capital Resources

Our sources of liquidity are our existing cash and cash equivalents, cash provided by operations and amounts available under our revolving credit facility. As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $96.6 million and $90.2 million, respectively, and the remaining availability under our revolving credit facility, which expires May 4, 2028.

Our principal liquidity needs include debt service, settlement of warrant litigation and capital expenditures, as well as those required to support working capital, internal growth, and strategic acquisitions and investments.

We expect existing cash and cash equivalents, cash provided by operations, and cash provided by financing activities , including amounts available under our revolving credit facility to be adequate to fund our operating activities and cash required for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

We may also be subject to losses as a result of legal proceedings that may be in excess of amounts of insurance coverage available. In particular, we have insurance coverage of $60.0 million for losses in respect of the Initial Warrant Litigation, the Follow-on Warrant Litigation (each as defined in “*Note 11 - Legal Proceedings and Contingencies”*) and any additional litigation that is filed based on related facts or circumstances, including legal fees and expenses. As of March 31, 2026, we had a remaining insurance recovery receivable related thereto of approximately $33.7 million, with related litigation reserves of $208.4 million.

In the Initial Warrant Litigation, an Opinion was issued on January 15, 2026, by the United States Court of Appeals where the Second Circuit affirmed the Court’s opinion and judgment in all respects, with one judge dissenting. On February 19, 2026, the Company filed a petition for a rehearing by the Second Circuit. On April 16, 2026, the United States Court of Appeals for the Second Circuit denied the Company’s petition for rehearing in connection with the Initial Warrant litigation. On April 23, 2026, the Company paid $110.9 million in judgment and associated interest related to this matter. This matter had been fully reserved for in prior periods. The Company drew $120.0 million from its revolving credit facility on April 22, 2026, proceeds of which were used in part to pay this judgment. As of March 31, 2026 the Company had $33.7 million of insurance recovery receivable related to the Warrant Litigation, representing receivables from third‑party insurance carriers for these legal claims. Subsequent to March 31, 2026, $30.0 million has been received from insurance carriers and the remainder remains available to the Company. See “*Note 12 - Subsequent Events”.*

The Company has posted an appeal bond in respect of the Berner/Lapp Actions and no portion of the judgments entered have been paid. We expect to fund any payments required for the resolution of pending legal proceedings with our sources of liquidity. See “*Note 11 - Legal Proceedings and Contingencies”* herein for additional discussions of the Initial Warrant Litigation and the Follow-On Warrant Litigation.

The Company has open tax audits in various jurisdictions and some of these jurisdictions require taxpayers to pay assessed taxes in advance or at the time of appealing such assessments. One such jurisdiction is Canada, where one of the Company’s subsidiaries, iStockphoto ULC, received tax assessments from the Canada Revenue Agency (“CRA”) asserting additional tax is due. The position taken by the CRA is related to the transactions between iStockphoto ULC and other affiliates within the Getty Images group for the 2015 Canadian income tax return filed. The Company believes the CRA position lacks merit and intends to appeal and vigorously contest these assessments.

As part of the appeal process in Canada, the Company may be required to pay a portion of the assessment amount, which the Company estimates could be up to $19.7 million. Such required payment is not an admission that the Company believes it is subject to such taxes. The Company believes it is more likely than not it will prevail on appeal, however, if the

CRA were to be successful in the appeal process, the Company estimates the maximum potential outcome could be up to $28.6 million.

Our cash flows are as follows:

*(In thousands)*

|  | Three Months Ended March 31, 2026 | 2025 | increase (decrease) $ change | % change |
| --- | ---: | ---: | ---: | ---: |
| Net cash provided by operating activities | $40,032 | $15,384 | $24,648 | 160.2% |
| Net cash used in investing activities | $(16,063) | $(15,706) | $(357) | (2.3)% |
| Net cash used in financing activities | $(7,408) | $(12,547) | $5,139 | 41.0% |
| Effects of exchange rate fluctuations | $(4,578) | $6,238 | $(10,816) | (173.4)% |

### Operating Activities

Cash provided by operating activities is primarily comprised of net income (loss), as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity-based compensation and deferred income taxes.

For the three months ended March 31, 2026 cash provided by operating activities was $40.0 million, as compared to cash provided by operating activities of $15.4 million for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily driven by a decrease in interest payments of $11.9 million. In addition, cash provided by operating activities was impacted positively by a decrease in merger-related costs paid from the prior quarter of $5.9 million which were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. Lastly, other contributing factors included an increase in interest income of $5.1 million and changes in working capital, including increased cash flows from the change in timing of collections of accounts receivable, increases in deferred revenue driven by strong subscription renewals and related timing, partially offset by the payments of accrued expenses.

### Investing Activities

The changes in cash flows from investing activities relate to purchases of property and equipment and internal software development as part of our ongoing efforts to innovate in the design, user experience, and performance of our websites. For the three months ended March 31, 2026 and 2025, cash used in investing activities was $16.1 million and $15.7 million, respectively.

### Financing Activities

For the three months ended March 31, 2026, cash used in financing was $7.4 million, compared to $12.5 million for three months ended March 31, 2025. Financing activities for the three months ended March 31, 2026 primarily included principal payments on our EUR Term Loans and payment of debt issuance costs.

### Key Performance Indicators and Non-GAAP Financial Measures

In addition to evaluating the Company’s performance on a GAAP basis, we use the below key performance indicators (“KPIs”) and financial measures that are not calculated according to generally accepted accounting principles (“GAAP”). We believe the non-GAAP measures of Currency Neutral (“CN”) revenue growth (expressed as a percentage) and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), Adjusted EBITDA less capex, Adjusted EBITDA margin, Adjusted Net Income and Adjusted Earnings Per Share are useful in evaluating our operating performance. These KPIs and non-GAAP financial measures help us monitor and evaluate the effectiveness of our operations and evaluate period-to-period comparisons. Management believes that these KPIs and non-GAAP financial measures help illustrate underlying trends in our business. We use KPIs and non-GAAP financial measures to establish budgets and operational goals (communicated internally and externally), manage our business and evaluate our performance. We also believe that management and investors benefit from referring to our KPIs and non-GAAP financial measures as supplemental information in assessing our performance and when planning, forecasting, and analyzing future periods. We believe our KPIs and non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to financial measures used by management in their financial and operational decision-making and also because investors and the analyst community use them to help evaluate the health of our business. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most comparable GAAP financial measures.

### Key Performance Indicators

Our KPIs outlined below are the metrics that provide management with the most immediate understanding of the drivers of business performance and our ability to deliver shareholder return, track to financial targets and prioritize customer satisfaction. Our KPIs are reported on a trailing, or last, 12-month basis (“LTM”), which we believe provides a more current view of the Company’s operational performance than year-to-date figures.

|  | Last Twelve Months Ended March 31, 2026 | 2025 | Increase / (Decrease) |
| --- | ---: | ---: | ---: |
| LTM total purchasing customers (thousands) | 675 | 708 | (4.7)% |
| LTM total active annual subscribers (thousands) | 258 | 318 | (18.9)% |
| LTM paid download volume (millions)1 | 92 | 93 | (0.7)% |
| LTM annual subscriber revenue retention rate | 90.0% | 92.7% | -270 bps |
| Image collection (millions) | 616 | 582 | 5.8% |
| Video collection (millions) | 37 | 34 | 11.3% |
| LTM video attachment rate | 15.4% | 16.7% | -130 bps |

1 Excludes downloads from Editorial Subscriptions, Editorial feeds and certain API structured deals, including bulk unlimited deals. Excludes downloads related to an agreement signed with Amazon, as the magnitude of the potential download volume over the deal term could result in significant fluctuations in this metric without corresponding impact to revenue in the same period.

#### Total purchasing customers

Total purchasing customers is defined as the count of total customers who made a purchase within the reporting period based on billed revenue. This metric provides management and investors with an understanding of both how we are growing our purchasing customer base and combined with revenue, an understanding of our average revenue per purchasing customer. This metric differs from total customers, which is a count of all downloading customers, irrespective of whether they made a purchase in the period.

Total purchasing customers decreased to 675 thousand for the LTM ended March 31, 2026, compared to 708 thousand for the LTM ended March 31, 2025. This decrease can be largely attributed to a decline in iStock subscriptions with smaller download volumes, where there has been some continued impact from the discontinuation of the free-trial new customer acquisition program in June, 2025. Importantly, more broadly across subscriptions, the ongoing shift into more committed solutions continues to have a positive impact on annual revenue per purchasing customer, which grew by 9.7% to $1,457 for the last twelve months ended March 31, 2026 from $1,329 for the last twelve months ended March 31, 2025.

#### Total active annual subscribers

Total active annual subscribers is the count of customers who were on an annual subscription product during the LTM reporting period. This metric provides management and investors with visibility into the rate at which we are growing our annual subscriber base and is highly correlated to the percentage of our revenue that comes from annual subscription products.

Total active annual subscribers decreased to 258 thousand for the LTM ended March 31, 2026 compared to 318 thousand for the LTM ended March 31, 2025. Annual subscriber decline was driven by iStock subscriptions, where there has been some continued impact from the discontinuation of the free-trial new customer acquisition program in June 2025 with declines partially offset by increases in Unsplash+ subscribers.

#### Paid download volume

Paid download volume is a count of the number of paid downloads by our customers in the reported period. This metric informs both management and investors about the volumes at which customers are engaging with our content over time. Paid download volume decreased slightly to 92 million downloads for LTM ended March 31, 2026, as compared to 93 million for the LTM ended March 31, 2025.

#### Annual subscriber revenue retention rate

The annual subscriber revenue retention rate calculates retention of total revenue for customers on annual subscription products, comparing the customer’s total booked revenue (inclusive of spend for annual subscription and non-annual subscription products) in the LTM period to the prior twelve month period. For example, LTM annual subscriber booked revenue (the amount of revenue invoiced to customers) for the period ended March 31, 2026 was 90.0% of revenue from these customers in the period ended March 31, 2025. The revenue retention rate informs management and investors on the degree to which we are maintaining or growing revenue from our annual subscriber base. As we continue to focus on growing subscriptions as percentage of total revenue, revenue retention for these customers is a key driver of the predictability of our financial model with respect to revenue.

The annual subscriber revenue retention rate decreased for the LTM ended March 31, 2026, as compared to the LTM ended March 31, 2025. The decline in revenue retention was primarily attributable to the absence of certain high-impact media events and certain one-time spend, that occurred in the prior year that did not recur during the current year period. As these events are on a multi-year cycle, their absence in the current period led to a year-over-year decline in revenue retention.

#### Image and Video collection

Image and Video collection is a count of the total images and videos in our content library as of the reporting date. Management and investors can view growth in the size, both depth and breadth, of the content library as an indication of our ability to continue to expand our content offering with premium, high quality, contemporary content to meet the evolving needs of our customers. Image and video collections increased during the LTM ended March 31, 2026 as compared to the LTM ended March 31, 2025. Our image collection grew 5.8% to 616 million images as of March 31, 2026 compared to 582 million as of March 31, 2025. Our video collection grew 11.3% to 37 million videos over the same period.

#### Video attachment rate

Video attachment rate is a measure of the percentage of total paid customer downloaders who are video downloaders. The video attachment rate provides management and investors with an indication of our customers’ level of engagement with our video content offering. Our expansion of video across our subscription products is focused on further increasing the attachment rate over time.

The video attachment rate decreased to 15.4% in the LTM ended March 31, 2026 from 16.7% in the LTM ended March 31, 2025. The decline from the prior year LTM period is driven by lower volumes of video downloaders on our iStock platform.

### Non-GAAP Financial Measures

### Currency Neutral Revenue

Currency Neutral revenue changes (expressed as a percentage) exclude the impact of fluctuating foreign currency values pegged to the U.S. Dollar between comparative periods by translating all local currencies using the current period exchange rates. We consistently apply this approach to revenue for all countries where the functional currency is not the U.S. Dollar. We believe that this presentation provides useful supplemental information regarding changes in our revenue not driven by fluctuations in the value of foreign currencies.

### Reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBITDA less Capex

We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, equity-based compensation, other operating expenses-net, and certain other expenses not directly related to the core operations of our business. A reconciliation is provided below to the most comparable financial measure stated in accordance with U.S. GAAP. We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue (in thousands):

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net loss | $(4,434) | $(102,572) |
| Add/(less) non-GAAP adjustments: |  |  |
| Depreciation and amortization | 16,659 | 15,513 |
| Other operating expense – net | 4,882 | 18,402 |
| Loss on litigation | 5,123 | 4,343 |
| Interest expense | 54,174 | 32,675 |
| Foreign exchange and other non-operating (income) expense 1 | (20,780) | 27,172 |
| Loss on extinguishment of debt | — | 5,474 |
| Income tax expense | 2,595 | 64,593 |
| Equity-based compensation expense, net of capitalization | 3,371 | 4,525 |
| Adjusted EBITDA | 61,590 | 70,125 |
| Capex | 16,063 | 15,706 |
| Adjusted EBITDA less capex | 45,527 | 54,419 |
| Net loss margin | (2.0)% | (45.8)% |
| Adjusted EBITDA margin | 27.2% | 31.3% |

(1) Foreign exchange gains (losses) and other insignificant non-operating related expenses (income).

### Reconciliation of Adjusted Net Loss and Adjusted Loss Per Share

Adjusted Net Loss and Adjusted Loss Per Share are non-GAAP financial measures that we use to provide a more meaningful comparison of our core operating results from period to period. These measures exclude the impact of certain items that we believe are not indicative of our core operating performance. These adjustments include, but are not limited to, foreign exchange gains (losses), net and other non-recurring items. The following table reconciles Net Loss and Loss

Per Share, the most directly comparable GAAP measures, to Adjusted Net Loss and Adjusted Loss Per Share for the periods presented (in thousands, except share and per share data):

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net loss | $(4,434) | $(102,572) |
| Add/(less) non-GAAP adjustments: |  |  |
| Equity-based compensation expense | 3,371 | 4,525 |
| Tax effect of equity-based compensation expense1 | (873) | (1,153) |
| Loss on litigation | 5,123 | 4,343 |
| Tax effect of loss on litigation, net of recovery1 | (1,365) | (1,130) |
| Foreign exchange | (14,773) | 25,078 |
| Tax effect on foreign exchange (loss) gain – net1 | 3,900 | (7,120) |
| Acquisition related costs | 3,223 | 18,043 |
| Tax effect of acquisition related costs1 | (693) | (4,694) |
| Loss on debt extinguishment and expensed financing costs | — | 8,651 |
| Tax effect of loss on debt extinguishment and expensed financing costs1 | — | (2,250) |
| Adjusted net loss | $(6,521) | $(58,279) |
| Earnings per share: |  |  |
| Diluted earnings per share | $(0.01) | $(0.25) |
| Adjusted diluted earnings per share | $(0.02) | $(0.14) |
| Weighted average diluted shares | 417,539,058 | 412,472,878 |

1 Statutory tax rates used to calculate the tax effect of the adjustments.

### Critical Accounting Policies

A description of our critical accounting policies that involve significant management judgment appears in our 2025 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical accounting policies and estimates.” Our accounting policies are also described in “*Note 2 - Summary of Significant Accounting Policies”*, to our Consolidated Financial Statements in our 2025 Form 10-K and in “*Note 2 - Summary of Significant Accounting Policies”*, to our interim condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the period ended March 31, 2026. We believe our most critical accounting policies include revenue recognition, accrued litigation reserves, and accounting for income taxes.

## Market risk

As filed, 172 characters.

There have been no material changes in our market risk exposures for the quarters ended March 31, 2026 and March 31, 2025, other than those discussed in our 2025 Form 10-K.

## Controls and procedures

As filed, 1,196 characters.

### Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026 our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

### Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended March 31, 2026.

## Risk factors

As filed, 2,772 characters.

There has been a material change to the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K as set forth below.

***We received a written notice from the NYSE that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A common stock would be delisted.***

On March 17, 2026, the Company received written notice from the NYSE that the Company was not in compliance with the NYSE’s continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A common stock was less than $1.00 over a consecutive 30 trading-day period. The Company has notified the NYSE of its receipt of the notice and its intent to cure the deficiency and to return to compliance with the NYSE continued listing standard. The Company can regain compliance at any time within the six-month cure period if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the preceding 30 trading-day period. There can be no assurance that we will be able to regain compliance with the NYSE continued listing standards within any applicable cure periods or at all.

If the NYSE were to delist our Class A common stock, or if market participants believe delisting is likely, the trading price and liquidity of our Class A common stock could decline materially. A delisting could also reduce the number of investors willing or able to hold our Class A common stock, including because certain institutional investors and financial intermediaries may have policies or restrictions that limit investments in securities that are not listed on a national securities exchange. In addition, delisting could adversely affect our ability to raise additional capital and could increase our cost of capital. If our Class A common stock were delisted, it could be traded in the over-the-counter market, which may be more volatile, less liquid, and subject to wider bid-ask spreads than a national securities exchange. Delisting could also increase the costs and demands of compliance and investor relations activities and could divest management attention from operating our business.

Efforts to regain compliance with NSYE continued listing standards could require us to take actions that may be costly, may be dilutive to stockholders, or may be unsuccessful. Such actions could include, among other things, equity financings, changes to our capital structure or other strategic measures. Any of these actions, or the perception that such actions may be necessary, could increase volatility in the trading price of our Class A common stock.

Filed May 11, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-033481. Last ingested by Listed: Oct 26, 2026, 07:01 ET. No prices; not investment advice.