SCHEDULE: Koch Entities Adjust Getty Images Stake
Schedule 13D Amendment
Koch Financial Assets III, LLC exits its significant stake in Getty Images Holdings, Inc. as shares are redistributed to an affiliated entity, Koch Icon Investments, LLC.
Summary
- Koch Financial Assets III, LLC (KFA) has ceased to be a beneficial owner of more than 5% of Getty Images Holdings, Inc. Class A common stock as of December 12, 2025.
- This Amendment No. 3 to the Schedule 13D serves as an exit filing for KFA.
- KFA's interest in Neuberger Berman Opportunistic Capital Solutions Master Fund LP (NBOKS Master Fund) resulted in an in-kind distribution of 34,525,639 Public Shares.
- These shares were distributed to Koch Icon Investments, LLC, an affiliated entity of Koch, Inc., at KFA's direction.
- Following this transaction, Koch Icon Investments, LLC, and by extension Koch, Inc. and its subsidiaries, beneficially own 115,259,246 Public Shares, representing approximately 27.7% of the outstanding Class A common stock.
- The percentage is calculated based on 415,860,181 Public Shares outstanding as of November 5, 2025, as reported by Getty Images in its Quarterly Report on Form 10-Q.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of an internal ownership restructuring within the Koch entities, with no explicit positive or negative implications for Getty Images' operational performance or strategic direction. It represents a neutral event from a market sentiment perspective.
Positives
- The shares remain within the broader Koch Inc. corporate structure, indicating continued long-term interest in Getty Images Holdings, Inc.
Risks
- The Reporting Persons (Koch entities) may be deemed to be members of a 'group' with the Getty Family Stockholder within the meaning of Section 13(d)(3) of the Exchange Act, although they disclaim membership in any such group.
Future Outlook
The filing does not provide any forward-looking statements or guidance regarding Getty Images Holdings, Inc.'s future operations or financial performance. It primarily details a change in beneficial ownership structure within the Koch entities.
Industry Context
This filing primarily concerns an internal restructuring of ownership within the Koch Inc. investment group regarding its stake in Getty Images. It does not provide broader industry trends or competitive analysis. The continued significant stake held by Koch Inc. through Koch Icon suggests ongoing confidence in the digital media and content licensing sector, where Getty Images operates.
Comparison to Industry Standards
- This filing is an ownership disclosure and does not contain financial or operational results that can be directly compared to industry standards or specific comparable companies/projects. It details a change in the beneficial ownership structure of a significant investor.
Related Party Transactions
- The distribution of 34,525,639 Public Shares from Neuberger Berman Opportunistic Capital Solutions Master Fund LP to Koch Icon Investments, LLC was at the direction of Koch Financial Assets III, LLC (KFA). All these entities (KFA, Koch Icon, Koch, Inc.) are part of the broader Koch corporate structure, making this an internal transfer within related parties.
Stakeholder Impact
- Shareholders: The overall beneficial ownership by the Koch entities remains substantial (27.7%), indicating continued significant institutional backing. The internal transfer of shares from one Koch entity to another does not alter the total stake held by the broader Koch group.
- Management: No direct impact on Getty Images' management or operations is indicated by this ownership restructuring.
Next Steps
- This Amendment No. 3 represents the final amendment to the Schedule 13D for Koch Financial Assets III, LLC (KFA), constituting an exit filing for KFA.
Key Dates
| Date | Description |
|---|---|
| 2022-09-06 | Initial Schedule 13D filed by certain Reporting Persons. |
| 2024-08-02 | Amendment No. 1 to Schedule 13D filed. |
| 2025-01-08 | Amendment No. 2 to Schedule 13D filed. |
| 2025-10-28 | Neuberger Berman Opportunistic Capital Solutions Master Fund LP (NBOKS Master Fund) notified limited partners of winding down process and offered in-kind distribution option. |
| 2025-11-05 | Date as of which 415,860,181 Public Shares of Getty Images were outstanding, as reported in the Issuer's 10-Q. |
| 2025-11-10 | Getty Images Holdings, Inc. filed its Quarterly Report on Form 10-Q with the SEC. |
| 2025-12-12 | Date of event requiring filing of this statement; Koch Financial Assets III, LLC (KFA) became entitled to receive its pro-rata portion of Public Shares and ceased to be a beneficial owner of more than five percent of Public Shares. |
| 2025-12-15 | Date of signing of Amendment No. 3 to Schedule 13D. |
Keywords
Getty Images, Koch Inc., Schedule 13D, Share Ownership, Beneficial Ownership, Institutional Investor, Stock Distribution, SEC Filing, Investment Holdings
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