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Getty Images filed for Chapter 11 today in Delaware. Affiliates of the Getty family and Koch Equity Development will put in up to $533M in new equity and will own the whole company once the process ends, which Getty expects by the end of the year. Public shareholders are set to get nothing. Getty did $455.7M in revenue in the first half of 2026, about $910M annualized. Adjusted EBITDA margin was 27.2% in Q2. Annual subscription revenue was 58.8% of total revenue. It still ended up in bankruptcy. AI took the low end of its customer base, it carried $2.1B of debt, and its plan to fix both was a merger that UK regulators wouldn’t approve as structured. The Deal: $270M of Notes Retired, Maturities Pushed Out, Koch and the Getty Family Own 100% The terms were negotiated before the filing: - Noteholders representing 83.5% of the unsecured bonds agreed to retire $270M of senior unsecured notes, and holders of about 89% of the secured bonds and term loans plus 100% of the revolver lenders agreed to lower interest and extend maturities. - Koch Equity Development is providing up to $143M of financing to carry the company through the process. - Suppliers are slated to be paid in full. - The holding company was formally delisted on October 12, 2026, the same day the restructuring support agreement was signed. Getty has now changed ownership structure three times in 14 years. The Getty family joined Carlyle in a $3.3B buyout in 2012, and the company went back public through a SPAC merger in 2022. 1. Getty Lost 81,000 Annual Subscribers in a Year While Editorial Grew 9% Customer counts for the twelve months ended June 30, 2026, versus a year earlier: - Total active annual subscribers: 240K, down from 321K (-25.2%) - Total purchasing customers: 636K, down from 707K (-10.0%) - Agency revenue: down 13% in the quarter Over the same period, editorial revenue was $96.5M, up 9.2% year over year. Corporate was over 60% of total revenue in Q1 and grew nearly 6%. CEO Craig Peters said on the Q2 call that microstock is still being hit by generative AI, mostly among price-sensitive customers. On agencies, he said their business model pushes them toward producing in-house, including with AI. Buyers who wanted generic stock shots moved to AI generation. Enterprises paying for rights-cleared content, news coverage, and indemnity stayed. Part of the subscriber drop was a choice: CFO Jennifer Leyden called it a strategy to deemphasize lower-value channels, including ending the iStock free trial. A 25% decline is more than a pricing cleanup, and the trend was visible in Getty’s own reported metrics for well over a year. 2. Subscription Retention Fell From 93.4% to 88.4% Annual subscription revenue grew 7.1% and rose to 58.8% of total revenue from 53.5% a year earlier. Over the same period, annual subscription revenue retention fell to 88.4% from 93.4%. Total revenue still shrank: Q2 revenue was $229.1M, down 2.5% year over year and 4.1% on a currency-neutral basis. Part of the rising subscription share came from the non-subscription business shrinking. Retention was the better read on where the subscription base was heading. 3. The OpenAI Licensing Deal Pulled Revenue Into 2025 Getty licensed its library to an AI lab, as a lot of content and data companies have. The multi-year OpenAI deal was signed in Q3 2025, with a large portion of its revenue recognized in 2025. That made the 2026 comparison harder. Revenue less cost of revenue fell to 70.2% from 72.1%, partly due to costs tied to licensing deals with large accelerated revenue recognition in the prior year. Most of the deal’s revenue landed in a single year. It also helps train the kind of models Getty’s price-sensitive customers were switching to. 4. About $250M of Annual EBITDA Against $2.1B of Debt Getty ended Q2 with $51.6M in cash and $2.1B in debt, and suspended financial guidance while it reviewed financing options. Free cash flow was negative $122.6M for the quarter. Total available liquidity was $81.6M. Q2 adjusted EBITDA was $62.3M, down 8.4% year over year. Annualized, that’s about $250M, or roughly 8x leverage, on revenue declining 4% in constant currency with retention falling. 5. The Shutterstock Merger Cost More Than $100M and Didn’t Close Getty and Shutterstock signed their merger agreement on January 6, 2025. The UK Competition and Markets Authority conditioned clearance on a sale of Shutterstock’s editorial business. Getty’s board declined, and the merger agreement was terminated on July 7, 2026. Getty spent more than $100M on merger-related costs. The day it announced the termination, Getty shares traded at 82 cents pre-market, and Shutterstock fell 32% to $9.45. Getty signed the restructuring support agreement three months later. The merger was supposed to bring the scale and cost savings to service the debt. It sat in regulatory review for 18 months, and when it ended, Getty moved to a restructuring. A Few More Learnings - Chapter 11 as a change-of-control tool. Koch Equity Development co-head Mike Harris told Inc. that Chapter 11 can help a change-of-control transaction where ownership or the board changes by more than half. Outside bankruptcy, there’s usually no voting mechanism to bind the one-third of creditors who are opposed. - The library kept growing. The image collection grew 5.7% to 625M while purchasing customers fell 10%. - Editorial is the asset regulators cared about. The CMA wouldn’t let Getty own Shutterstock’s editorial business alongside its own. That business grew 9% in Q2 and competes with Reuters and the Associated Press. - The founding family is adding capital. The Getty family is putting new money in alongside Koch, at a valuation where public holders get zero. What the $533M Buys: Enterprise and Editorial, With Less Debt Getty’s 2026 numbers split into two businesses. Enterprise, corporate, and editorial customers grew. Self-serve stock and agency customers shrank, with a quarter of annual subscribers gone in a year. The Getty family and Koch are recapitalizing the whole company, with $270M less unsecured debt and longer maturities on the rest. Public shareholders owned both halves and get nothing. Blended revenue was down 2.5%. Annual subscribers were down 25%. Getty’s segment customer counts showed the problem well before the revenue line did.
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