SCHEDULE: Koch Entities Reorganize Getty Images Stake

Sentiment:

Beneficial Ownership Reorganization


Koch Icon Investments, LLC transferred its 27.7% stake in Getty Images Holdings, Inc. to KED Icon Holdings, LLC as part of an internal reorganization.

Summary

  • Koch Icon Investments, LLC transferred 115,259,246 Class A common shares of Getty Images Holdings, Inc. to KED Icon Holdings, LLC on December 31, 2025.
  • No consideration was paid by KED Icon Holdings, LLC to Koch Icon Investments, LLC for this transfer.
  • Immediately following the transfer, Koch Icon Investments, LLC was dissolved and has ceased to be a beneficial owner of more than five percent of the Public Shares, making this its final Schedule 13D amendment.
  • KED Icon Holdings, LLC now beneficially owns 115,259,246 Public Shares, representing approximately 27.7% of the outstanding Class A common stock of Getty Images Holdings, Inc.
  • The ultimate beneficial owner, Koch, Inc., continues to indirectly beneficially own these shares through a chain of entities including KCLLC, KIGH, KIG, Koch Equity, KED GP, and KED Holdings.
  • The percentage of ownership is calculated based on 415,860,181 Public Shares outstanding as of November 5, 2025, as reported by Getty Images Holdings, Inc. in its Form 10-Q filed on November 10, 2025.

Sentiment

Score: 5

Explanation: The filing describes an internal corporate reorganization of beneficial ownership, which is a neutral event as it does not change the ultimate control or economic interest in Getty Images Holdings, Inc. by Koch, Inc.

Positives

  • The internal reorganization clarifies the ownership structure within the Koch entities without altering the ultimate beneficial ownership of Getty Images Holdings, Inc. shares.

Negatives

  • No direct negatives are identified as this is an internal administrative reorganization.

Risks

  • Reporting Persons may be deemed members of a 'group' with the Getty Family Stockholder under Section 13(d)(3) of the Exchange Act due to obligations in the Existing Stockholders Agreement, though the Reporting Persons disclaim membership in any such group.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the future operations or financial performance of Getty Images Holdings, Inc. or the Reporting Persons beyond the administrative changes described.

Industry Context

This announcement primarily concerns an internal corporate restructuring within the Koch investment group and does not directly reflect broader industry trends or competitive dynamics for Getty Images Holdings, Inc. It is an administrative update to beneficial ownership reporting.

Related Party Transactions

  • The transfer of 115,259,246 Public Shares from Koch Icon Investments, LLC to KED Icon Holdings, LLC on December 31, 2025, was an internal reorganization between entities indirectly beneficially owned by Koch, Inc., with no consideration paid.

Stakeholder Impact

  • Shareholders of Getty Images Holdings, Inc. are unlikely to experience a direct impact as the ultimate beneficial ownership and control by Koch, Inc. remains unchanged.
  • Employees, customers, suppliers, and creditors of Getty Images Holdings, Inc. are not directly impacted by this internal ownership restructuring.

Next Steps

  • This Amendment No. 4 represents the final amendment to the Schedule 13D for Koch Icon Investments, LLC, constituting an exit filing for that entity.

Key Dates

DateDescription
2022-09-06Initial Statement on Schedule 13D filed by certain Reporting Persons.
2024-08-02Amendment No. 1 to Schedule 13D filed.
2025-01-08Amendment No. 2 to Schedule 13D filed.
2025-11-05Date as of which 415,860,181 Public Shares of Getty Images Holdings, Inc. were outstanding, as reported in the Issuer's Form 10-Q.
2025-11-10Date Getty Images Holdings, Inc. filed its Quarterly Report on Form 10-Q with the SEC.
2025-12-15Amendment No. 3 to Schedule 13D filed.
2025-12-31Koch Icon Investments, LLC transferred 115,259,246 Public Shares to KED Icon Holdings, LLC; Koch Icon Investments, LLC was dissolved and ceased to be a beneficial owner of more than five percent of the Public Shares.
2026-01-02Date of signature for Amendment No. 4 to Schedule 13D.

Recommendation

hold

The filing details an internal corporate reorganization of Koch entities' beneficial ownership in Getty Images Holdings, Inc. There is no change in the ultimate beneficial owner (Koch, Inc.) or the total percentage of shares held. This administrative change does not impact the investment thesis for Getty Images, warranting a 'hold' recommendation.

Keywords

Getty Images, Koch, KED Icon Holdings, Koch Icon Investments, Schedule 13D, beneficial ownership, internal reorganization, stock transfer, corporate governance

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