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You all sites on hold. We appreciate your patience. And please continue to stand by. Good afternoon, and welcome to Getty Images Holdings, Inc. Third Quarter 2025 Earnings Conference Call. Today's call is being recorded. We have allocated one hour for prepared remarks. At this time, I would like to turn the conference over to Steven Kanner, VP of Investor Relations, Treasury at Getty Images Holdings, Inc. Thank you. You may begin. Good afternoon.

And welcome to the Getty Images Holdings, Inc. Third Quarter 2025 Earnings Call. Joining me on today's call are Craig Peters, Chief Executive Officer, and Jennifer Leyden, Chief Financial Officer. Before we begin, we would like to note that due to the ongoing regulatory review process, we will not be able to comment on the Q3 2025 Shutterstock operating results. We appreciate your understanding. This call will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks, uncertainties, and assumptions which could cause our actual results to differ materially from these statements. These risks, uncertainties, and assumptions are highlighted in the forward-looking statements section of today's press release in our filings with the SEC. Links to these filings and today's press release can be found on our investor relations website at investors.gettyimages.com. During our call today, we will also reference certain non-GAAP financial information, including adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA less CapEx, and free cash flow. We use non-GAAP measures in some of our financial discussions as we believe they represent our operational performance and underlying of our business. Reconciliations of GAAP to non-GAAP measures as well as the description, limitations, and rationale for using each measure can be found in our filings with the SEC. After our prepared remarks, we will open the call for your questions. With that, I will hand the call over to our Chief Executive Officer, Craig Peters.

Thanks, Steven, and thanks to everyone for taking the time to join us today. I will begin with a high-level view of the quarter, after which Jennifer will dive into the details of our financial performance. Third quarter revenue for 2025 was $240 million, representing a slight year-over-year decrease of 0.22% on a currency-neutral basis. Adjusted EBITDA came in at $78.7 million for the quarter, down 2.4% reported and 4.4% on a currency-neutral basis, at a margin of 32.8% of revenue. Within the quarter, we posted growth in Creative and declines in Editorial. Creative was aided by normalization of premium access revenue allocations following the shift in 2024 consumption away from Creative and to Editorial driven by the Paris Olympics. While Creative is in growth, we continue to see declines across agency customers consistent with prior quarters and commentary. Editorial declines are the result of a difficult compare given the same Olympics and the 2024 election cycle. These declines are partially offset by growth in Entertainment and Archive. We continue to see some revenues from AI data licensing in the quarter, but these were down from 2024 given the accelerated nature of revenue recognition for these deals. With that said, within the quarter, I was excited to realize some new opportunities within the AI landscape that more closely align with our traditional content licensing business. Within the quarter, we inked multiple deals to allow AI large language models and search experiences to utilize our content within their experiences to provide authentic, high-quality content in context. One of these agreements was a multiyear agreement with Perplexity, and it includes commitments for both Image Credit and LinkBags. Another opportunity was within our custom content business where we create content specific to customer needs. In this case, a business leveraged our expertise and our network of global contributors to create training content specific to their needs. In each instance, Getty Images Holdings, Inc. is doing what it has always done so well, providing high-quality content to customers to enhance their offerings at scale and on an economic basis. We see more opportunity here. On the merger front, the UK's Competition and Markets Authority, the CMA, has referred the proposed merger of Getty Images Holdings, Inc. and Shutterstock to a phase two review process. We were disappointed to receive this notice as we do not believe the transaction in any way reduces competition or harms customers or suppliers. We offered comprehensive remedies to avoid a phase two review. This transaction is about the delivery of cost synergies and the resulting benefits they provide. The parties remain 100% committed to the transaction and to working with regulators in the UK and US to secure the necessary approvals. However, the realities of this process push any close into 2026. Elsewhere on the legal front, we received a judgment for our UK litigation against Ability.ai, which ruled in favor of Getty Images Holdings, Inc. on our trademark infringement claim, confirming that inclusion of our trademarks in AI-generated outputs infringe those trademarks, and that the responsibility for infringing outputs rests with Stability versus the end user. This is a win for rights holders everywhere. While we were unsuccessful on the secondary infringement claim and dropped the training claim ahead of trial due to lack of clarity on the location of such training, the ruling affirmed Getty Images Holdings, Inc. copyright-protected works were used to train stable diffusion. We will be taking forward these findings of fact into our US case where we refiled our case in California due to delays in Delaware, and the court is now reviewing motions. We are also evaluating an appeal in the UK. And with that, I will turn it over to Jennifer Leyden to take you through the more detailed financials.

Our Q3 results broadly reflect the quarterly cadence we anticipated with headwinds from our compares against a very strong editorial calendar in Q3 2024, yielding an expected flattening of growth in the back half of 2025 beginning with Q3. While those year-on-year comparisons impacted our reported results, we continued to see strong growth in our subscription business and a return to an adjusted EBITDA margin north of 32%, even as we continue to navigate declines in our agency business and a broadcast and production business that has yet to return to its pre-Hollywood strike performance level. Q3 revenue was $240 million, essentially flat on a reported basis and down 2% on a currency-neutral basis. Included in these results are certain impacts of the timing of revenue recognition, which contributed approximately 40 basis points to Q3 growth. Also as expected, we saw the comparison to a very strong editorial event calendar in 2024 impact some of our reported year-on-year results and metrics this quarter. I will highlight a few of those items here. Annual subscription revenue was 58.4% of total revenue, up from 52.4% in Q3 of last year, representing year-on-year growth of 11.2% or 9.3% on a currency-neutral basis. This growth was driven primarily by premium access or PA, which makes up just over one-third of our total revenue and grew 17% or 15% currency-neutral. Our PA performance benefited from a large renewal in the quarter, which represented a meaningful upsize in scope and term for this customer, a testament to the continued demand for our content. We added 6,000 active annual subscribers to reach 304,000 in the Q3 LTM period, representing growth of approximately 1.7% over the comparable 2024 LTM period. Annual subscriber growth was driven by Unsplash Plus, with gains partially offset by iStock where we continue to see some impact from the discontinuation of our free trial customer acquisition program in June 2025. The annual subscription revenue retention rate was 90.3% in the Q3 LTM period compared to 92.2% in the corresponding 2024 period and 93.4% in the Q2 LTM period this year. The year-on-year decline primarily reflects the absence of major political, sporting, and certain one-time events that boosted a la carte subscriber spend in 2024. Paid downloads were down slightly at $93 million in the Q3 LTM period, while our video attachment rate was flat at 16.4%. Creative revenue was $144.9 million for the quarter, up 8.4% year-on-year and 6.4% on a currency-neutral basis. The $11.2 million increase was primarily driven by premium access revenue, which included a multiyear agreement signed in the third quarter with significant upfront revenue recognition. In addition, subscriber download patterns in the prior year period, which benefited from a robust event calendar, skewed allocation of revenue more toward editorial than creative. With no comparable events of similar magnitude in Q3 2025, download trends returned to historical allocation levels. Combined, the impact from the upfront revenue recognition and the shift in download patterns were the primary contributors to the year-over-year growth in Creative this quarter. We also had gains across video, Unsplash Plus, and custom content while agency headwinds persisted. Agency, which sits entirely within Creative, declined 22% year-on-year, reflecting ongoing macro uncertainty but also reflects the headwind from the year-on-year compare to our stronger Q3 in 2024 for agency driven again by the 2024 editorial event calendar. Editorial revenue was $89.3 million, down 3.7% year-on-year and 5.6% on a currency-neutral basis. The performance was driven by double-digit decreases in news and sports, which faced tough comparisons due to a strong event calendar in 2024. This was partially offset by growth in entertainment and in archive. Other revenue was $5.8 million, down from $14.1 million in Q3 2024 due to the timing of prior year revenue recognition for creative content deals which included some level of AI rights. As Craig noted, our pipeline for these types of deals remains healthy in 2025. Despite some quarterly top-line variability that comes with these types of deals, we expect full-year revenue from these deals to be approximately 2% to 3% of total revenue as we previously shared. From a geographic perspective, on a currency-neutral basis, we saw growth of 0.8% in The Americas, our largest region, while EMEA was down 4% and APAC was down 10.8% due primarily to declines in agency. Revenue less our cost of revenue as a percentage of revenue remained strong at 73.2% compared with 73.4% in 2024, with that year-on-year slight variability due largely to product mix. SG&A expense was $101 million, up $900,000 year-on-year with our expense rate increasing to 42.1% of revenue from 41.6% last year. Excluding stock-based compensation, SG&A increased to $97 million in the quarter or 40.4% of revenue, up from $95.8 million or 39.8% of revenue in 2024. This increase in SG&A relates primarily to $3 million of professional fees tied to the acceleration of our SOX compliance efforts, and $1 million for the ongoing litigation with Stability AI. We have previously shared that we expect approximately $8 million of SOX acceleration costs in 2025, with approximately $5.4 million of that incurred year to date through Q3. Adjusted EBITDA was $78.7 million for the quarter, down 2.4% or 4.4% on a currency-neutral basis. Adjusted EBITDA margin was 32.8% compared to 33.5% in Q3 2024. Excluding the impact of accelerated SOX compliance and litigation costs, our adjusted EBITDA margin would have been 34.5%. CapEx was $14.7 million in Q3, up $2.2 million year-over-year. CapEx as a percentage of revenue was 6.1% compared to 5.2% in the prior year period, but still well within our expected range of 5% to 7% of revenue. The year-on-year increase reflects the timing of payments for routine CapEx spends. Adjusted EBITDA less CapEx was $64 million, down 6.1% or 8.1% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 26.7% compared to 28.3% in Q3 2024. Free cash flow was $7.9 million compared to negative $1.8 million in Q3 2024. The increase in free cash flow reflects changes in working capital primarily due to the timing of receivables and payables. Free cash flow is stated net of cash interest paid of $26.2 million, a decrease of $14.6 million over the prior year. Cash taxes paid in the quarter were $9 million, a decrease of $1.3 million over 2024. We finished the quarter with $109.5 million of balance sheet cash, down $300,000 from the Q3 2024 ending balance and down $700,000 from 2025. We also have a $150 million revolver that remains undrawn. As of September 30, we had total debt outstanding of $1.38 billion, which included $540 million of 11.25% senior secured notes, $503 million of euro term loan converted using exchange rates as of 09/30/2025 with an applicable rate of 7.94%, $40 million of USD term loan, and 11.25% fixed rate and $300 million of 9.75% senior unsecured notes. Our net leverage was 4.3 times at the end of Q3, compared to 4.2 times in Q3 2024. The slight uptick in net leverage primarily reflects the impact of the weaker dollar on the value of our euro term loan debt, partially offset by an improvement in the trailing twelve-month adjusted EBITDA. We had a busy third quarter with respect to financing transactions, all executed with an eye to our pending merger with Shutterstock. In October, we completed an exchange offer to extend the maturities on our senior unsecured notes, replacing $294.7 million of 9.75% notes due March 2027 with new 14% senior unsecured notes now due in March 2028. The new notes are prepayable at par until the original maturity date or for six months following the close of the merger. In addition, we issued $628.4 million of new 10.5% senior notes due 2030 to fund the estimated merger cash consideration, refinance existing Shutterstock debt, and to cover anticipated merger-related fees and expenses. The proceeds from this financing will remain in escrow subject to the closing of the merger. While in escrow, the financing carries an approximate net interest cost of $3.5 million per month. We opted to execute this financing sooner rather than later so we could be poised for transaction close once we clear regulatory approval, and also to allow for management focus to pivot to integration planning and to operating our standalone business in the interim. Considering the foreign exchange rates and applicable interest rates on our debt balance as of September 30, factoring in the quarterly amortization payment on the euro term loan, and the impact of the exchange offer, our estimated cash interest expense for 2025 is $127 million. The first cash interest payment related to the merger financing currently held in escrow will be in May 2026. Now turning to our outlook for the full year of 2025. Taking into consideration our financial performance year to date and assuming full-year FX rates with the euro at 1.12, and the GBP at 1.32, compared to the euro at 1.1 and the GBP at 1.3 previously, we are updating our reported revenue guidance range to $942 million to $951 million, representing year-on-year growth of 0.3% to 1.2% or a decrease of 0.5% to growth of 0.5% on a currency-neutral basis. Our guidance reflects approximately $6.5 million positive impact from FX for the full year, which includes an estimated $4.3 million benefit in the fourth quarter. We are also updating guidance on our adjusted EBITDA range to $291 million to $293 million, which translates to a year-on-year decrease of 3% to 2.3% or 4.1% to 3.3% currency-neutral. Included in the adjusted EBITDA expectation is an approximate $3.5 million tailwind from FX in 2025, including an estimated $1.7 million benefit in the fourth quarter. Please note this guidance reflects the anticipated impacts of the odd year versus even year editorial event calendar comparisons largely impacting the 2025 as well as some continued lag in a return to pre-Hollywood strikes production levels. On the cost side, our guidance continues to include approximately $8 million in one-off increases in SG&A for SOX acceleration efforts, including $2.5 million expected in the 2025. The updated adjusted EBITDA guidance also reflects the benefits from our disciplined approach to managing our costs in the current environment. Please note all other merger-related costs are excluded from this guidance as they are considered one-time in nature and, therefore, excluded from adjusted EBITDA. Finally, any potential broader impacts which may result from tariffs and other global macroeconomic conditions remain unknown and may not be fully reflected in this guidance. With that, operator, please open the call for questions. At this time, if you would like to ask a question, we will move first to Ron Josey with Citi. Your line is open.

Hi. This is Jake Kalek on for Ron Josey. Thanks so much for taking our questions. First, Craig, could you take a step back and unpack for us Getty Images Holdings, Inc.'s PAI initiatives in the quarter and how they tie back to your overall AI strategy and potential impacts to '26 revenue? In particular, we would really like to better understand the structure and benefits of the Perplexity partnership. Then with respect to iStock, I think you highlighted bundling those AI capabilities directly into the subs. Are you seeing that drive new customer acquisition, retention, or upsell? And then I have a follow-up. So let's just start then.

Okay. Thanks, Jake. Well, obviously, I cannot get into the specifics of the Perplexity deal. It is confidential in nature. But it is a licensing deal, very, very similar to other licensing deals that we have done traditionally with technology platforms that leverage our content within our product offering. So, you know, we think it is one of many that are out there as I mentioned. We did multiple of those in the quarter. And, you know, given the volume and investment that is going in, the volume of these large language models and the investments going in, we think that could be something that could develop into a material revenue stream for the company. With respect to the bundling, yeah, one of the things that we talked about in our last call was bundling the generative AI, most notably modifications for our customers. So they get more value out of our pre-shot content. And that is what we have been observing in terms of their utilization of our AI capabilities prior to that bundling. That is a strategy that is ultimately focused on providing value to our customers, our existing customers. We think that they are getting value out of it when we talk to them. We expect that that will show up over time in our renewal rates across that subscription business. And we are happy to make those tools available to our existing customers. From a new customer standpoint, we continue to see that our content and the value delivered through our pre-shot content is the primary driver. But we will see how that evolves over time, but it is too early to give you anything with respect to 2026. But those are the two primary fundamentals of our AI strategy with respect to customer-facing. Clearly, we continue to do some level of data licensing for AI training to third-party platforms, and that continues. So that is kind of the third revenue leg of the AI. And then, we are deploying AI within our cost base and within our functions across the business to better operationalize the business and drive efficiency.

Thanks, Craig. That is helpful. And then just quickly, Jennifer, on the results. In terms of the customer segments, you gave good details on agency, down 22% in the quarter. Could you dive a little deeper into the health of the corporate and media customer segments, and in particular, on media, maybe just double click on what you said about the Hollywood strikes? Like, we are not seeing production come back to those pre-strike levels. So just want to better understand how those other segments are faring. I know you have mentioned corporate retention rates in the past have been north of 100. So just want to get a sense of the health on those two segments. Thanks.

Yeah. So hey, Jake. So within media, in Q3, media was in decline about 3%. But broadly speaking, within media itself, the only segments, you know, there are many subsegments within media. The only subsegments within media that were in decline were still those sort of broadcast and production segments. So, you know, we are still seeing those production, you know, film segments, subsegments inside of that broad media space in decline. Not quite the levels of decline, of course, that we saw in the height of that dual strike period. But, you know, they are not back, certainly not back to pre-strike levels. And in this quarter, we did see them in decline. So that is what we are referencing there. Corporate, this quarter, we did see in a slight decline. But broadly speaking, you know, that remains a growth segment for us. By far, the largest portion of our revenue base, you know, approaching 60%. That is the portion of the business where we see both SMBs and enterprise. You are correct, you know, when you think about those enterprise customers. We still see those customers, you know, in the 100% close to 100% retention level. So very, very healthy portion of our business.

Oh, thanks. Appreciate the color.

We will take our next question from Mark

Thank you. Hi, Craig and Jennifer. Question on premium access subscription retention. Curious what that was in 3Q versus 2Q. And how does the rest of the subscription business compare? And then I have a follow-up.

Yeah. Hey, Mark. This is Craig. It is not a statistic that we offer out into the market, but our premium access is our largest subscription offering. That we have out in the market. It represents roughly about a third of the company revenue. And the retention rates on that are our highest levels across all of the subscriptions that we offer. And that has held consistent over time. We have not seen any variability, you know, within this year, Q2 to Q3, nor have we seen any variability, you know, over years in recent periods. That continues to be an incredibly durable offering for our customers. As you move down the subscription stack, most notably into iStock or into Unsplash, we see higher levels of churn there. Obviously, they are focusing in on small businesses and freelancers, those two brands respectively. And so you see more in and out of that subscription, but still healthy, relative to other subscription offerings that would target those same customers. So, our subscription business continues to perform well. As Jennifer referenced in her remarks, we are continuing to see high utilization as the subscriptions as demonstrated through the paid download side of things. And we continue to see, you know, retention really strong with historical, you know, kind of benchmarks across each and every subscription, but that premium access one is, you know, strongest at the top of the ladder. Jennifer, anything that you would add?

No. You just broke up a bit for me there, Mark. I was not sure. Were you asking premium access or the annual subscription revenue retention rate overall compared to last quarter?

No. That was it. Craig covered it.

So we are good there.

Okay. Thank you. Yeah. You are welcome. Maybe one I could just in terms of Creative, what customer cohorts drove the sequential recovery there? And how should we think about fourth quarter compares either sequentially or year over year?

Yeah. Well, both Jennifer and I touched on this. And I would not read too much into the Creative growth within Q3. Last year, I do not know if you remember, Mark, but we talked about kind of the Creative decline in Q3 of last year because of the premium access allocation between Creative and Editorial. And as the Editorial consumption went up, because of things like the Paris Olympics, allocation of premium access revenues to Creative went down. And that created a bit more of a negative impact on Creative. Well, the reversal of that this year. Right? We do not have a Paris Olympics. And it is not creating that level of consumption shift. So we benefit on a year-over-year compare basis. But as both Jennifer and I referenced, you know, our agency business continues to be in decline. And that is something that has been the primary pressure point against the Creative business is really the agency portion of our business, and that kind of performance was, you know, I would say, consistent to where, on an event basis because, again, we do generate some agency business as a result of things like where sponsors do activation. On an event that has been fairly consistent. So we are seeing the business kind of continue as it did in Q2 on the Creative side of things, which is, you know, a bit soft, and that softness focused in on the agency portion of the business.

Okay. Yeah. And I am just going to add a little bit more context there. That PA mix shift that Craig mentioned, and we both mentioned in our remarks, that is about, you know, Creative growth this quarter on a currency-neutral basis, about half of that growth came from that year-on-year comparison with that mix shift slipping back to what we know to be the historical allocation between Creative and Editorial. So that is just sort of that business kind of rightsizing back between Creative and Editorial. So that is about half of that growth coming from that normalization flipping back. And then we mentioned we had, you know, a deal hit Creative this quarter, which is a great deal for Creative that came with some really healthy upfront revenue recognition and that, you know, a little less than half of Creative's growth came from that. So, you know, again, a legitimate bump in Creative growth for the quarter, but a bit of a skewing of Creative performance in the quarter as a result of that upfront revenue recognition. So to Craig's point, as you think forward to Q4, you know, probably puts us back to, you know, very, very low single-digit growth for Creative in Q4 when you think about those agency drags continuing into Q4.

Got it. Thank you.

And it does appear that there are no further questions at this time. I would now like to turn it back to Steven Kanner for any additional or closing remarks.

Thank you again for joining us today and for your continued interest in our company. As always, our team is available to address any additional inquiries you may have after the call. We look forward to staying connected and updating you on our progress in the quarters ahead. Have a great day.