Form 4: Neuberger Berman Distributes Getty Images Shares

Neuberger Berman Group LLC and its affiliates reported the distribution of over 38 million shares of Getty Images Holdings, Inc. Class A common stock to its limited partners.

Summary

• Neuberger Berman Group LLC, Neuberger Berman Investment Advisers Holdings LLC, and Neuberger Berman Investment Advisers LLC, identified as 10% owners of Getty Images Holdings, Inc. (GETY), reported a change in beneficial ownership.
• On December 23, 2025, Neuberger Berman Opportunistic Capital Solutions Master Fund LP completed a pro-rata, in-kind distribution of 38,123,044 shares of Getty Images Class A common stock.
• This distribution was made for no consideration to its sole limited partners, who then further distributed the shares to their participating limited partners.
• Following this transaction, the reporting persons' direct beneficial ownership of Getty Images Class A common stock is 0 shares.
• Indirect beneficial ownership remains at 17,090,251 shares, held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP, for which the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a structural distribution of shares by an institutional investor to its limited partners, not a market sale or a reflection of company performance. While a large disposition, it's for no consideration and part of a fund's operational process.

Positives

• The distribution was pro-rata and in-kind, suggesting an orderly process for returning capital to investors.

Negatives

• A significant reduction in direct beneficial ownership by a major institutional investor could be perceived negatively by some market participants, even if it's a distribution.

Future Outlook

NA

Management Comments

• Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") and, in such capacity, exercises voting and/or investment power over the shares held directly by Master Fund.
• Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC.
• Each of the Reporting Persons disclaim beneficial ownership of the securities held by Master Fund except to the extent of its pecuniary interest therein.
• On December 23, 2025, Master Fund received confirmation of completion of its pro-rata, in-kind distribution, for no consideration, of these shares of Class A Common Stock to its sole limited partners, who then distributed the shares, pro-rata, in-kind, and for no consideration, to certain of their limited partners who elected to participate in the distribution.

Industry Context

This is a routine fund distribution by an investment adviser to its limited partners, common in the asset management industry when a fund reaches a certain stage or seeks to return capital. It reflects a change in the structure of ownership rather than a direct market sale.

Comparison to Industry Standards

• Pro-rata, in-kind distributions are a standard method for investment funds to distribute assets to their limited partners, particularly for illiquid or concentrated positions.
• This type of distribution is consistent with typical fund wind-down or capital return strategies in the private equity or opportunistic investment space.

Related Party Transactions

• The distribution of shares from Neuberger Berman Opportunistic Capital Solutions Master Fund LP to its sole limited partners, and subsequently to certain participating limited partners, constitutes a related party transaction within the fund structure.

Stakeholder Impact

• Shareholders: The limited partners of Neuberger Berman Opportunistic Capital Solutions Master Fund LP received shares of Getty Images, directly impacting their individual holdings. Other Getty Images shareholders might observe increased trading volume if these distributed shares are subsequently sold.
• Neuberger Berman: The firm's direct beneficial ownership of Getty Images Class A common stock has been reduced, reflecting a change in its investment structure for this particular asset.

Next Steps

• The limited partners who received the shares may decide to hold or sell them in the future.

Key Dates

Keywords

Getty Images, GETY, Neuberger Berman, Form 4, Insider Transaction, Stock Distribution, Beneficial Ownership, Institutional Investor