Getty Images

We believe that our facilities are adequate for our current needs.

• If we fail to maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or in a timely fashion, and we may not be able to prevent fraud; in such case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.
• We may lose the right to use “Getty Images” trademarks in the event we experience a change of control or otherwise exceed the permitted usage of this trademark.
• We operate in new and rapidly changing markets, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
• The increasing use of AI applications such as generative AI technologies may result in harm to our brand, reputation, business, or intellectual property, and could otherwise adversely affect our results of operations.
• If we cannot continue to innovate technologically or develop, market and sell new products and services, or enhance existing technology and products and services to meet customer requirements, our ability to grow our revenue could be impaired.
• We rely on third parties to drive traffic to our website, and these providers may change their search engine algorithms or pricing in ways that could negatively affect our business, results of operations, financial condition and prospects.
• Our operation in and continued expansion into international markets is important for our business. As we continue to expand internationally, we face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs or otherwise limit our growth.
• Actions by governments to restrict access to, or operation of, our services or the content we distribute in their countries could substantially harm our reputation, business and financial results.
• The impact of currency fluctuations could adversely and materially affect our business and results of operations.
• We may be unable to adequately maintain, adapt and upgrade our websites and technology systems to ingest and deliver higher quantities of new content and allow existing and new customers to successfully search for our content.
• We may not be able to continue the growth of our business at rates reflective of our historical growth rates or at all.
• Technological interruptions that impair access to our websites or the efficiency of our websites and technology systems could damage our reputation and brand and adversely affect our results of operations.
• Our failure to protect the proprietary information of our customers and our networks against cyberattacks, security breaches or unauthorized access could adversely affect our business and results of operations, damage our reputation and expose us to liability.
• We may not be successful in acquiring or integrating new businesses, content, and product lines.
• If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings.
• Our ability to obtain additional capital on commercially reasonable terms may be limited.
• We have incurred debt, which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business.
• Risks Related to Global Economic Conditions
• The impact of worldwide economic, political, social and other conditions may adversely affect our business and results of operations.
• Risks Related to Personnel
• The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our Company could affect our ability to successfully grow our business.
• We may be exposed to risks related to our use of independent contractors.
• Risks Related to Our Intellectual Property and Confidential Information
• Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights and confidential information.
• Our products and services may infringe on intellectual property rights of third parties, which could require us to incur substantial costs and distract our management.
• Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code.
• Risks Related to Legal and Regulatory Matters
• An increase in federal, state and foreign government regulation of the industries and markets in which we operate, including with respect to the internet and e-commerce, could have a negative impact on our business.
• Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations.
• We collect, store, process, transmit and use personal data, which subjects us to governmental regulation and other legal obligations in many jurisdictions related to privacy, information security and data protection. Our actual or perceived failure to comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business, and could result in regulatory investigations, enforcement actions, fines, litigation, reputational harm and
• increased compliance costs, any of which could materially adversely affect our business, financial condition and results of operations.
• We are subject to payments-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations.
• We are, from time to time, subject to various litigation, the unfavorable outcomes of which might have a material adverse effect on our financial condition, results of operations and cash flow.
• Risks Related to Our Class A Common Stock
• We qualify as an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act and Exchange Act, and we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
• Our stock price has been and will likely continue to be volatile and may decline regardless of our operating performance.
• If we are unable to maintain compliance with the continued listing requirements as set forth in the NYSE listing rules, our common stock could be delisted from the NYSE, and if this were to occur, then the price and liquidity of our common stock, and our ability to raise additional capital, may be adversely affected.
• An active trading market for our Class A common stock may not be sustained.
• Future sales of shares by existing stockholders could cause our stock price to decline.
• Delaware law and anti-takeover provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A Common Stock.
• Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
• We do not intend to pay dividends for the foreseeable future.
• We may issue additional shares of Class A common stock or other equity securities without your approval, which would dilute shareholder ownership interests and may depress the market price of our Class A common stock.
• Risks Related to the Proposed Merger with Shutterstock
• Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger, could negatively affect our business, financial condition and results of operations.
• Failure to complete the Merger could trigger the payment of a termination fee, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees.
• Uncertainties associated with the Merger may cause us to lose key customers or suppliers and make it more difficult to retain and hire key personnel, and the Merger may disrupt our current plans and operations or divert management’s attention from our ongoing business.
• We will be subject to business uncertainties and contractual restrictions while the Merger is pending.
• The proposed Merger and the integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger.
• The market price of the combined company’s common stock following the anticipated closing of the Merger may be affected by factors different from those that historically have affected or currently affect our common stock.
• We may be unable to retain personnel successfully while the Merger is pending or after the Merger is completed.
• We may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
• Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and our Class A common stock has and will continue to fluctuate prior to the completion of the Merger, we cannot be sure of the market value of our Class A common stock that will be paid to Shutterstock stockholders as consideration in the Merger.
• Our stockholders will have a reduced ownership and voting interest in Getty Images following the merger and will exercise less influence over management.