Getty Images Holdings Inc Class A Aktie

Good afternoon, and welcome to Getty Images Holdings, Inc. First Quarter 2026 Earnings Call. Today's call is being recorded. We have allocated 1 hour for prepared remarks and Q&A.

At this time, I would like to turn the conference over to Steven Kanner, Vice President of Investor Relations and Treasury at Getty Images. Thank you. You may begin.

Good afternoon, and thank you for joining our first quarter earnings call. Joining me on today's call are Craig Peters, Chief Executive Officer; and Jenn 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 first quarter 2026 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 and 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 results of our business. Reconciliations of GAAP to non-GAAP measures as well as a description, limitations and rationale for using each measure can be found in today's press release and our filings with the SEC. After our prepared remarks, we'll 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 start with a brief overview of the quarter and then step back to discuss how we're positioning the business as market conditions continue to evolve. Jenn will then take you through the full results in more detail.

First quarter revenue for 2026 was $226.6 million, up 1.1% reported and down 2.5% on a currency-neutral basis. Adjusted EBITDA was $61.6 million, down versus last year, reflecting a combination of higher cost of revenue due to mix and timing impacts as well as elevated costs associated with our Winter Olympics coverage in the quarter. Consistent with prior commentary on these calls, we are operating in a dynamic market environment, particularly across parts of creative. Most notable are the secular challenges with agencies and across the microstock category.

Agencies, now less than 15% of our total revenue, have been in long-term decline as they contend with shifting media mix, in-housing of production and the adoption of AI. In response to these changes, we continue to rightsize our resources to cover that agency space. Within microstock, we see the category impacted by search engine changes incorporating AI results, the knock-on effects across affiliate integrations who depend on SEO traffic and the emergence of generative AI offerings and bundles. iStock continues to hold up well relative to what we are seeing across the microstock category. This speaks to the quality of our content and the quality of customers that content attracts.

Aligned to this, we are increasingly focusing iStock merchandising and marketing on our high-quality exclusive content and those customers who value it. While it can negatively impact some KPIs in the near term, it is a deliberate shift that should only improve our relative financial performance within this category. But again, it does impact some KPIs. Outside these areas, where the vast majority of our business and subscription revenues reside, we continue to see growth and opportunity. We continue to see strong renewals with our existing customers supported by our high-quality content and coverage and the value we provide in support of their needs. We also continue to draw new customer interest as they try to reach their audiences and execute their commercial strategies.

This was on display at the Milan Cortina Winter Olympics. The Olympics demand operational and logistical expertise across editorial and commercial requirements. Our ability to deploy at global scale, deliver content in real-time and serve a wide range of customers from media organizations to new and old global sponsors continues to differentiate Getty Images in ways that are difficult to replicate. Importantly, these events are not one-off moments. They reinforce long-standing customer relationships and generate downstream demand across editorial, creative and custom solutions.

Looking ahead, we see similar multiyear visibility tied to upcoming global tentpole events. As the U.S. approaches the America 250th anniversary, customers are increasingly drawing upon our unique archive, our trusted editorial coverage and custom production capabilities to support programming, brand activations and educational initiatives around this milestone. This is demand that builds over time and monetizes across multiple parts of our platform. Likewise, our long-standing relationship with FIFA positions us at the center of the upcoming World Cup cycle, where Getty Images serves as both a primary content provider and a strategic partner to federations, broadcasters, brands and sponsors. These events provide clear line of sight into future revenue opportunities tied to scale, access and great certainty.

Together, the Olympics, America 250 and the World Cup illustrate how our coverage, our archive and our unique capabilities combined to allow customers to uniquely tap into moments that carry both cultural significance and commercial complexity. I would be remiss if I did not recognize our photographers and editorial teams whose work is at our core and continues to be recognized across the industry. Their expertise and talent remains central to our value proposition. That commitment was recognized during the quarter with the team earning nearly 90 industry awards of excellence in categories, including news, sport and politics at ceremonies such as the White House News Photographers Association Awards, Picture of the Year International, the SJA British Sports Journalism Awards and the NPPA's Best of Photojournalism Awards.

Turning to the capital structure. Following the recent court decision related to the Alta and CRCM warrant litigation, we satisfied the judgment through a draw on our revolving credit facility. Given the durability of our value proposition, this obligation is fully manageable within our liquidity position and does not change our operating priorities or investment plans. We continue to maintain the full support of our core shareholders. Turning to the merger. As mentioned last call, the transaction has been cleared without condition in all jurisdictions except the U.K. We continue to engage constructively with the CMA as they complete their review, and we expect a final decision in June. I continue to be excited for what lies ahead. The unique foundational pillars remain as strong as ever, the quality of our content and coverage, the expertise of our staff, the quality of our partners, the commitment of our customers, and the strength of our brands. I continue to see opportunities to grow within our existing customers and to serve new markets given our unique content scale and capabilities.

And with that, I'll turn it over to Jenn to take you through the more detailed financials.

Q1 revenue was $226.6 million, up 1.1% or down 2.5% on a currency-neutral basis. Included in these results are certain impacts of the timing of revenue recognition, which reduced Q1 growth by approximately 390 basis points. Corporate continues to be a growth driver for us, with revenue up 6%. Media was flat with gains in the Americas offset by production declines in EMEA, while agency continues to be a headwind for us, down 14%, but consistent with recent decline trends. Across our major geographies, our largest market, the Americas, was in growth, up 1.9% on a currency-neutral basis, while EMEA was down 6.9% due to weakness in both agency and production, and APAC was down 11.7%, driven primarily by agency and the absence of revenue from certain known one-time projects in 2025. Annual subscription revenue was 57.4% of total revenue, up from 57.2% in Q1 of last year and also up from 54.2% in 2025. In total, subscription revenue was up 1.4% or down 2% on a currency-neutral basis.

Our annual subscription revenue retention rate was 90% in the Q1 LTM period compared to 92.7% in the corresponding 2025 period. The year-over-year change primarily reflects the absence of certain high-impact media events and certain one-time spend that occurred in the LTM 2025 period that did not recur in the LTM 2026 period. Active annual subscribers totaled 258,000 in the Q1 LTM period compared to 318,000 in the corresponding 2025 period. This decline reflects our deliberate decision to discontinue the iStock free trial new customer acquisition program in June of 2025. This was done to improve overall subscriber quality and economics. While the program contributed to higher gross subscriber volumes, free trial conversions consistently delivered lower revenue per subscriber, annual subscription renewal rates below 10% and a less attractive customer lifetime value, which weighed on the per unit economics.

In addition, as mentioned by Craig, free trial did not play to our core strength, our differentiated high-quality content and coverage, but instead skewed towards lower engagement users that aligned more closely with the broader challenges observed outside of Getty Images. As we've discussed on previous calls, we expect to see the impacts of this discontinuation linger through to Q3. While we continue to navigate these impacts, we also continue to see stability in our subscriber counts and renewal rates across Getty Images and Unsplash+ subscribers, where the quality and economics of the subscribers remains strong.

Paid downloads were 92.2 million, essentially flat year-over-year. Creative revenue was $126.2 million, down 4.5% year-on-year and 8% on a currency-neutral basis. Within creative, our custom content solution continued to perform well, supported by growth in video and custom AI sets, up over 250% year-on-year as well as our Unsplash+ subscription now in its fourth year, still with year-on-year growth of approximately 20%. This growth was offset by a few items. First, we had 380 basis points negative impact on creative revenue due to a shift in revenue allocation from creative to editorial as we saw our Premium Access customers download consumption patterns shift to editorial in the quarter, largely driven by our Olympics coverage.

Second, as Craig and I both mentioned, we continue to see a drag from agency, which sits almost entirely in creative and was down year-on-year 14%. Finally, within iStock, traffic was adversely impacted by 2 factors: first, the planned exit from a long-standing affiliate partnership to better optimize efficiency of our marketing spend; and second, internal changes that temporarily impacted our search engine rankings. We have since course corrected. And while normalization will take some time, we do not expect a material impact to the remainder of the year.

Editorial revenue was $91.7 million, up 11% year-on-year and 7.1% on a currency-neutral basis, driven by strong demand for global sports coverage, including the Milan Cortina Winter Olympics, also entertainment events and continued strength in our archive. The revenue allocation impacts I just mentioned that negatively impacted creative revenue conversely contributed 620 basis points to editorial growth in the quarter. Other revenue was $8.6 million compared to $9.3 million from Q1 '25. Revenue less our cost of revenue as a percentage of revenue was 70.8% compared with 73.1% in Q1 2025. The decrease is mainly due to product mix and timing elements as well as higher costs in the quarter tied to our event coverage.

SG&A expense was $102.2 million or 45.1% of revenue compared to 43.9% last year. Excluding stock-based compensation, SG&A was $98.8 million in the quarter or 43.6% of revenue compared to 41.8% of revenue in Q1 2025. The increase primarily relates to incentive compensation and annual merit increases, elevated Olympics-related coverage expenses and professional fees, partially offset by lower marketing spend.

Adjusted EBITDA was $61.6 million for the quarter, down 12.2% or 15.2% on a currency-neutral basis. Adjusted EBITDA margin was 27.2% compared to 31.3% in Q1 2025, primarily due to higher cost of revenue and SG&A, impacts which we expect to normalize over the balance of the year, with our adjusted EBITDA margins expected to return to our typical approximate 30% range. CapEx was $16.1 million or 7.1% of revenue, consistent with our expected range of 5% to 7%. Adjusted EBITDA less CapEx was $45.5 million, down 16.3% or 19.4% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 20.1% compared to 24.3% in Q1 2025.

Free cash flow improved to $24 million in Q1 compared with negative $300,000 in Q1 of 2025. The improvement was driven by lower cash interest paid and lower merger cost cash outflows as well as working capital changes related to the timing of receivables and payables. Free cash flow is stated net of cash interest expense of $26.3 million and cash taxes paid in the quarter of $7.1 million. We ended the quarter with $96.6 million of balance sheet cash, up $6.5 million from Q4 '25. This sequential increase was driven by free cash flow generation, partially offset by a $6.5 million amortization payment on our euro term loan and the impact of foreign exchange rates.

It is worth noting that since the start of 2025, our cash position has been significantly burdened by nearly $115 million of total one-time expenses with those costs driven by our merger process, refinancing transactions, AI-related litigation and our accelerated SOX compliance efforts. The material nature of these expenses is now largely behind us, and we are confident that we will return to healthier levels of free cash flow generation that we have historically seen. As of March 31, we had total debt outstanding of $1.99 billion, which included $628 million of 10.5% senior secured notes issued in Q4 to fund our pending merger with the proceeds currently held in escrow, $540 million of 11.25% senior secured notes, $481 million of euro term loan converted using exchange rates as of March 31, 2026, with an applicable rate of 8.19%, $295 million of 14% senior unsecured notes, $40 million of USD term loan at an 11.25% fixed rate and $5 million of 9.75% senior unsecured notes.

While our $150 million revolver remained undrawn at quarter end, on April 22, following the Second Circuit Court's denial of our petition for rehearing in the Alta and CRCM warrant litigation, we drew $120 million and used a portion of the proceeds to pay the approximately $110.9 million judgment and associated interest. We also received approximately $30 million from insurance carriers following the payment. Considering the foreign exchange rates, applicable interest rates and mandatory amortization on our debt balances as of March 31, and the subsequent revolver drawdown at an applicable interest rate of 7.8%, our estimated cash interest for 2026, net of interest earned on cash held in escrow is $194 million. This estimate reflects the first cash interest payment in May related to the $628 million of merger financing currently held in escrow with a second payment due on the merger outside end date of October 6.

Now turning to our outlook. Given some of the strong business fundamentals that Craig and I just touched on, our full year revenue and adjusted EBITDA guidance remain unchanged. We continue to expect revenue of $948 million to $988 million, down 3.4% to up 0.6% year-over-year and down 4.5% to 0.5% currency neutral. We continue to expect adjusted EBITDA of $279 million to $295 million, down 12.9% to 8.1% year-over-year and down 13.9% to 9.1% currency neutral, with our outlook for our adjusted EBITDA margins at just about 30%. Using our current FX rate assumptions, the euro at 1.17 and the GBP at 1.34, we expect approximately $11 million of revenue tailwind for the full year, with $8 million realized in Q1 and the remainder largely in the first half.

On adjusted EBITDA, FX represents roughly a $3.6 million full year benefit, including $2.5 million realized in Q1, with the remainder similarly weighted toward the first half of the year. As a reminder, the expected year-over-year decline in revenue and adjusted EBITDA continues to be driven primarily by the timing of revenue recognition related to the 2 large multiyear licensing agreements we signed in the fourth quarter of 2025. The accelerated revenue recognized last year creates a difficult comparison in 2026, particularly in the fourth quarter and more than offsets the benefit we would otherwise expect from the even year editorial calendar in 2026.

To put that dynamic into context, excluding the approximate $40 million of accelerated revenue recognized in Q4 2025, our fiscal 2026 revenue outlook would reflect underlying growth of 0.7% to 4.9% year-over-year or down 0.5% to up 3.7% on a currency-neutral basis. On that same basis, adjusted EBITDA would be down 2.4% to up 2.9% or down 3.6% to up 1.7% on a currency-neutral basis. The key takeaway is that absent these unusually challenging year-over-year timing comparisons, we continue to expect solid growth across our core business. On the cost side, our guidance includes approximately $6.9 million in one-off increases in SG&A as we continue our accelerated SOX compliance efforts. This is up from $5.6 million in our prior guidance with offsetting reductions in other SG&A expenses.

All other merger-related costs are excluded from this guidance as they are considered one-time in nature and therefore, are excluded from adjusted EBITDA. Finally, while our guidance reflects the trends and information available to us as of today, any broader impacts that could result from changes in global macroeconomic conditions remain uncertain and may not be fully reflected in this outlook.

With that, operator, please open up the call for questions.

[Operator Instructions] We'll take our first question from Ron Josey with Citi.

Jenn, I wanted to ask a little bit more on just guidance and the revenue split between creative and editorial. And given the trends we saw in 1Q, we wanted to ask specifically the confidence in full year guidance, which was maintained. Obviously, I wanted to hear the drivers of what's making that confidence as high as it is. And then can you remind us again just going through specifically the delta or some of the moves between creative and editorial?

And then Craig, on the acquisition, you mentioned a final decision in June. Just talk to us about next steps or what we can expect here going forward.

Craig, do you want to kick off? Go ahead.

Okay. So I'll start on the acquisition and then leave the guidance and the revenue split to Jenn. So thanks, Ron, for the questions. On the acquisition front, the timeline of the CMA, if you remember, we are down to the U.K. We've been unconditionally cleared against the transaction in every other jurisdiction. But we are down to the CMA in the U.K. Their process has an end date. They've gone through their extension already as an end date of June 14. So we expect on or before to hear that back in terms of their finding with respect to what they term an SLC, so a significant lessening of competition within the editorial space or not. And what they would require with respect to a remedy of that if they find it. So we'll have knowns on those fronts by then, and then we can determine whether that remedy is one that's acceptable to the parties and one that the parties can deliver.

It's been a long road. We've spent a decent amount of capital in pursuit of this. We're continuing to pursue this. We believe in the value creation unlocked by this merger. We don't agree with any lessening of competition in the marketplace. It's unfortunate that at this point, we are down to looking at a business in the U.K., that is GBP 3.5 million of revenue that is at question here. That's the size per the Shutterstock Q1 10-Q of the amount of revenue that's actually at question relative to a GBP 2 billion roughly of revenue between the transactions. But the good news is we're seeing the light at the end of the tunnel, and we should have clarity on where they stand with respect to both that SLC, whether it exists or does not, and then what would or would not be required in order to remedy that.

Jenn, do you want to pick up on the guidance and the revenue splits?

Yes. So I'll start with the normalization. So you might remember, Ron, we've talked about this before, specifically when we've got big editorial event calendars. So obviously, Q1 for us was a bigger quarter with respect to editorial, and that's the Milan Olympics and also seeing a bit of political spend in the quarter. So we've talked about this before, primarily in Premium Access, which is our largest subscription that has editorial and creative in these quarters or periods where we've got this big events, it's really nothing more than customers shifting some of their download consumption patterns in favor of editorial content. And you can imagine why that would be in the case of really spectacular images coming out of Milan.

So for Q1, the impact of that, again, download/revenue allocation mix was a drag on creative of about 375 basis points and then a lift on editorial of just over 600 basis points. So we'll see a bit of that as we continue through what is a big editorial year for us, certainly as we go into the World Cup and as we expect to see some political lift heading into midterms towards the end of the year. Does that answer that question?

It does in terms of the mix. And then your comment towards the end of the year helps to talk to the guidance side.

Yes. So I mean the key thing to remember here is, hopefully, you got the message from Craig and my prepared remarks, the strong fundamentals of the business really have not changed. So when we talk about things like corporate being in really good upper mid-digit growth, when we talk about the subscription business growing, when we talk about custom content having its biggest quarter, frankly, it's ever had since we rolled that solution out several years ago at this point, continued growth in Unsplash, we're still seeing all of the good fundamentals in this business.

So when you look at Q1, the big storylines there for revenue are really going to be that revenue recognition impact, our accounting item 606. So that had a bigger drag on Q1 revenue. But we expect to see largely that 606 impact for the year end up where we would have expected it to be in our prior guidance. So a little bit of a timing element there, Q1, but no change to the full year impact from that item. As we think about what sits within guidance, again, nothing really different than what we spoke to last quarter with 2026 guidance. Creative, roughly low single-digit decline. Editorial, roughly flat, and other would be -- other revenue would be in mid-single-digit decline. But again, a lot of those declines are because of that big, big chunky revenue we got in Q4 of last year. So normalizing that gets creative to about flat, that gets editorial to low single-digit growth, and that would get that other revenue back up into double-digit growth.

So same trends there with the splits of creative, editorial and other cost, all of that really in line with what we spoke to, previously. Lower margin quarter for us for sure. But again, on the gross margin side, that's really a function of that 606 revenue recognition element as well as a bit of product mix, but we expect to -- certainly, by the time we get to H2, we should be back up in the 71% range in gross margin. And we should see our EBITDA margins in the second half of the year get back up into that 29%, 30% range.

[Operator Instructions] We will move next with Mark Zgutowicz with Benchmark.

A couple, Craig, for you and then a couple for Jenn, if I could. Craig, on the '26 guidance, if you could maybe just update us on your willingness to sign AI licensing deals that's sort of predicated within that guidance? And then how should we be thinking about recurring revenue opportunities tied to AI content licensing, materializing over the next 12 months or so as opposed to just pure licensing deals? And then, Craig, you also mentioned in your prepared remarks about rightsizing agency support, now that the segment is roughly 15% of revenue. I'm just curious if that means OpEx savings or redistributed headcount to other parts of your business.

And then, Jenn, just curious what Premium Access net dollar retention was in 1Q and whether you expect an improving NDR in 2Q is predicated within your '26 guidance? And then also tied to NDR, just how you would characterize iStock and Unsplash headwinds there? Is it the same? Or are you potentially seeing lessening headwinds from iStock and Unsplash?

Great. Thanks, Mark. So I'll pick up on the AI with respect to '26. And then I'll touch on some of the iStock elements and then pass -- and agency, and then I'll pass over to Jenn to add to that. So on the AI licensing front, we do some level of AI licensing across the business. We did very little in Q1. We expect that to probably be more of a second half contributor to the revenue pie. But it's not one that's been as sizable when you look at others in the marketplace. It hasn't been as sizable in terms of revenue stream for Getty as we've been more selective in the licensing that we've done.

What I would say is we're more focused in, and we talked about this in some of our Q4 commentary and some of our Q3 commentary about integrating our product into large language models and AI experiences, where ultimately drawing on the history represented in our archive or the coverage represented in our editorial offering, it's an important element of delivering context and accuracy to those individuals using these AI services. So we referenced Perplexity. We referenced other deals that have yet to be named other than that. And that continues to be our focus. How do we really embed Getty Images and the quality of its coverage and imagery and the depth of its archive into those models.

So yes, we will do some limited AI licensing. Again, that was very low in Q1. We expect that to kind of phase out towards the second half. But we're really focused in on those integrations into the platforms themselves, which is very akin to how our content is used today across all third-party licensing. There can be some acceleration of that given 606, as Jenn mentioned, but it's still fundamentally content licensing. We're using our content to deliver it to our customers so they can produce a more compelling service.

I'll just quickly touch on the cost realization of agency, and then I'll come back just to some context on iStock and what we're doing there. Agency -- so yes, we have both sales and service headcount in support of the agencies. They tend to be very transaction-driven. That has equated to a higher level of sales and service for that segment relative to other segments that might be more annual or multiyear agreements. So we did do a small layoff in Q1 to mitigate that resource relative to the volume coming in and the declines that we've seen in that. We'll continue to manage that segment accordingly. But that is one that we did do some headcount reduction across sales and service in Q1 in order to manage to the volumes that we're seeing today.

We did not redeploy that across the balance of the organization.

Within iStock, I think it's a little bit of important context. We've had a business, and we've always talked about this with you that our iStock business is different than generally what we would term as the microstock or mid-stock space. Our iStock business is one where 70-plus percent of our revenues come from Signature content, which is our exclusive content. About 2/3 of the business sits in subscriptions. That's annual subscriptions and monthly subscriptions. And what Jenn was referencing is we're making some changes. And those changes are based on what we're seeing in the market more broadly, and the strength of what we're seeing on the Signature side. So we see -- on the Signature side of things, we see about a 2x spend in the year for a Signature customer relative to an Essentials customer. And we make about 3x the revenue overall, again, going back to that more than 70% of our revenue.

But then we see just fundamentally different cohort value downstream. So it's not just year 1, the retention value of a Signature customer is so much higher than Essentials. And Jenn gave you some of the statistics of less than 10% retention for free trial subscribers. And those free trial subscribers largely accrued to our Essentials subscription. And some of that's due to just changes in Google's algorithm pointing towards AI searches, which has a knock-on effect in terms of the prominence of free websites that used to drive traffic to us on an affiliate basis, but also the proliferation of AI. And we're seeing the durability of Signature relative to those search dynamics, relative to consumption, relative to AI.

So what we're doing is making a very conscious shift of shifting iStock more aggressively to those quality-conscious customers at much higher economics. But what that means is from a count perspective, our counts go down in terms of subscriber counts and purchasing customer accounts. And ultimately, though, that's going to pay out in our revenue and retention. And so those are some of the changes just to give you a little bit more context and double-click on some of those. But I'll pass over to Jenn to add anything that she might want.

Yes. Mark, so back on the retention question. So I think I'll broadly just say we're at 90% in Q1. And I think we've spoken to certainly last quarter, probably the quarter prior to that as well, that free trial subscription cancellation, really, that's having a continued drag on this rate and that we expect to see that drag lap sort of the anniversarying of the cessation of that program in Q2, but probably into Q3. So I think we hold that once we get into that Q3, certainly Q4 period, we'll start to see this metric bump back up just as a result of all of that noise really coming out of this metric. So that's going to be, call it, 2 to 3 points improvement on this rate just once we get through, again, the anniversarying of the discontinuation of that program.

But I'd say in addition to that, and you asked about Premium Access, the real key thing there, again, there's a drag here from that free trial. We've always got a bit of a drag when we've got subscriber spend in a prior period outside of their subscription for big, whether that be editorial events or big one-time events, we've got a bit of that here. That's probably about a 2-point drag year-on-year. But key here is when you think about the -- again, we speak to the core fundamentals. Premium Access, our largest subscription, again, the retention rate in Q1 was 100%. So it doesn't, obviously, get much healthier than that. We see the iStock annuals really around that 80% range, Unsplash well over 90% retention.

So there are some very, very healthy metrics underlying what we report as 90%. But again, that 90% still has that drag from free trial and has a bit of timing just with respect to subscriber spend in the prior periods outside of their subscription. But overall, the underlying stats here are really healthy.

And this concludes our Q&A session. I will now turn the call over to Steven Kanner for closing comments.

Thank you again for joining us today and for your continued interest in our company. As always, our team is available to follow up on 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 rest of the day.

Thank you.

Thank you. And this brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.

Good afternoon, and welcome to Getty Images Fourth Quarter and Full Year 2025 Earnings Conference Call. Today's call is being recorded. We have allocated 1 hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Steven Kanner, Vice President of Investor Relations and Treasury at Getty Images. Thank you. You may begin.

Good afternoon, and thank you for joining our fourth quarter and full year 2025 earnings call. Joining me on today's call are Craig Peters, Chief Executive Officer; and Jenn 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 fourth quarter 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 and 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 results 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'll open the call for your questions.

With that, I will hand the call over to our Chief Executive Officer, Craig Peters.

Thanks, Stephen, and thanks to everyone for taking the time to join us today. I will touch on Q4 and the full year 2025 business performance and progress before Jenn takes you through the full results in more detail and our 2026 outlook.

I want to start by speaking to the big picture. 2025 was the 30th anniversary for Getty Images, and it was a strong year for the company. We delivered record revenue with growth across creative and editorial. We strengthened our recurring revenue base and expanded our long-term partnerships. In a year marked by volatility in the broader market, our performance demonstrates the durability of our business model, powered by high-quality content, deep customer relationships, exclusive partnerships and access and a diversified revenue mix.

For the full year, we delivered revenue of $981.3 million. Again, that is a record, representing year-on-year growth of 4.5% and 3.8% on a currency-neutral basis. We delivered adjusted EBITDA of $320.9 million and a margin of 32.7%. Both revenue and adjusted EBITDA are well above the high end of our guidance. In the fourth quarter, we grew revenue of $282.3 million, representing year-over-year increase of 14.1% and 12.7% on a currency-neutral basis. The top line performance was accompanied with strong profitability, with adjusted EBITDA rising to $104.1 million, up 29.1% reported and 27.2% on a currency-neutral basis at a margin of 36.9%. Within the quarter, we delivered across all revenue categories. We executed really well across the quarter to deliver a solid foundation of revenue. On top of this foundation, we secured 2 significant multiyear licensing agreements in the quarter.

One deal is with a major social platform that included display rights of our pre-shot visual content across creative and editorial. The other deal with a large AI company covering use of our data and creative content. Both agreements include meaningful accelerated revenue components, but they also add downstream recurring revenue streams, which are additive to our core. Throughout 2025, we continue to invest in and benefit from our unique assets, award-winning talent, prestigious partnerships, unparalleled access, deep expertise across our teams and exclusive contributors, comprehensive coverage and archive, long-standing customer relationships and a high-quality e-commerce offering. These are the foundations of our durable business and what sets Getty Images apart in terms of our offering and our results. We renewed key partnerships with organizations such as AFP, NASCAR and the NHL.

We increased our total annual subscription revenues to more than 54%. We grew Unsplash+ by more than 30% to more than 50,000 subscribers. We grew custom content by more than 20% and tapped into new growth opportunities in video and custom AI training sets. We executed new foundational recurring licensing models through integration of our content into large language models and social media. The unique capabilities of Getty Images were on display at the Milano Cortina 2026 Olympic Winter Games last month. I had the true privilege of witnessing our unparalleled operation, 120 photographers, editors and editorial operational experts who leverage deep sports knowledge and proprietary technology to capture and distribute more than 6 million images. Many of those reaching the customer before the broadcast reaches its audience.

Our team continues to push creativity boundaries using new techniques and technologies to produce truly original imagery. One standout example featured photographers shooting with vintage graflex cameras, echoing the equipment used when Cortina last hosted the games in 1956, and our customers loved it. Combine this with our rich archive, and Getty Images provides our customers with all they needed to tell powerful editorial and commercial stories about these games. Our commercial team was on the ground, delivering best-in-class service to the International Olympic Committee and its family of partners and sponsors, including Allianz, Airbnb, Coca-Cola, Procter & Gamble, Visa, AB InBev and Samsung Electronics to name a few.

Events like the Winter Games continue to demonstrate why global partners rely on Getty Images content and solutions to support them in achieving their strategic storytelling games and why our editorial business remains a durable and essential revenue driver. In product, we remain focused on making it even easier for our customers to discover our high-quality content. As you will recall, we previously invested in machine learning capabilities that enable natural language search across our creative library. We are now extending those capabilities to our editorial offering with testing producing promising results thus far. These investments not only improve customer experience, they reinforce our long-term competitive advantage and support stable recurring revenue across our subscription and enterprise customer base.

To update on the merger, the transaction is now cleared without condition in all jurisdictions except for the U.K. In its Phase II interim report, the CMA, the U.K. regulatory body reviewing the transaction, narrowed their concern to the U.K. editorial market. We vigorously disagree that this transaction would have any negative impact on the U.K. editorial market. In fact, we believe this will benefit U.K. customers. With that said, we are pragmatic given the extremely limited importance of Shutterstock Editorial to this overall transaction. As a result, we offered the CMA remedies that we believe more than address their concerns and could be quickly executed post closing. Subsequent to our submission of proposed remedies, we were disappointed to learn the CMA was extending their time line to deliver the final report by an additional 8 weeks. We now expect a decision in June.

With all that said, we entered 2026 in our 31st year with momentum coming out of 2025. A strong pipeline of long-term deals and a continued customer demand for high-quality coverage and visual content. Our diversified revenue base, premium content and services and trusted brands position us to perform consistently even as the broader market experienced variability. We remain focused on delivering our differentiated offering, which makes Getty Images the partner of choice now and into the future. I'm more excited than ever for what lies ahead.

And with that, I'll turn the call over to Jenn to take you through the more detailed financials.

With both revenue and adjusted EBITDA landing well above the high end of our guidance, we ended 2025 with incredible momentum and a reaffirmation of the strength of our business and the value of visual content. Q4 revenue was $282.3 million, up 14.1% or 12.7% on a currency-neutral basis. Full year revenue of $981.3 million was up 4.5% or 3.8% on a currency-neutral basis.

As Craig just mentioned, this full year revenue performance is a new record. This is the highest annual reported revenue this company has seen in its over 30 years of existence, a fantastic achievement that is a testament not only to the power of our content, but also to the hard work and dedication of our employees across this business. Q4 results include approximately $40 million of revenue recognized from the 2 new multiyear licensing agreements Craig mentioned. In accordance with generally accepted accounting principles, or GAAP, these deals had heavier accelerated revenue recognition in the quarter with revenue allocated across creative, editorial and other revenue as a result of the content included in those deals.

However, these deals combined have a total deal value of approximately $65 million, spanning the multiyear life of the agreements, which creates a future revenue stream beyond Q4. These deals have combined cash impacts of $15 million in 2025, $20 million in 2026 and the balance then spread evenly across the remainder of the deal terms. Given the magnitude of these deals and the accelerated revenue recognition in Q4, there is impact across most of the financial metrics we typically comment on each quarter. I'll do my best to highlight wherever there was an especially material impact. Also included in our results are certain other impacts of revenue recognition timing, which reduced Q4 revenue growth by approximately 170 basis points, however, increased the full year growth rate by 160 basis points.

Excluding the impact of the 2 large deals and other timing elements, Q4 and full year revenue would have been down 0.7% or 2.1% currency neutral and down 1.4% or 2% currency neutral, respectively. While our agency business remains challenged as expected, both corporate and media returned to growth in the fourth quarter with good momentum as we exited the year. Corporate was particularly strong with growth over 25% in Q4, fueled by gains across most of our subindustry segments and benefiting from the impact of those 2 larger multiyear deals. Media was in low single-digit growth in Q4, including positive performance in our Broadcast and Production segment, which was the segment weakened most by the dual Hollywood strikes as well as the L.A. fires.

Geographically, the Americas region, which is where the majority of the revenue from the 2 large deals was recorded, was up 20.8% in Q4 on a currency-neutral basis. EMEA was up 6.1% and APAC was down 13% due primarily to challenges in the agency business. Annual subscription revenue grew 1% year-on-year and was essentially flat on a currency-neutral basis, with Premium Access, our largest subscription, up 4.1% in Q4 or 5.3% currency neutral. Annual subscription revenue was 48.6% of total revenue in Q4 compared to 54.9% in the prior year, with that step back due to the fact that neither of the 2 large deals are included in subscription revenue. So we see a formulaic step back here only. This is not in any way an indication of the health of our subscription basis.

In fact, excluding impact from those deals, annual subscription revenue mix was 56.6%, meaningfully up from 54.9% in Q4 '24. Active annual subscribers totaled 278,000 in the Q4 LTM period compared to 314,000 in the comparable 2024 period. The decline was driven by iStock, where we continue to see some impact from the June 2025 discontinuation of our free trial customer acquisition program. However, Getty Images annual subscriber counts remain stable, and we continue to see Unsplash+ subscriber counts grow. The annual subscription revenue retention rate was 89.9% for the Q4 LTM period compared to 92.9% in the corresponding 2024 period. The year-on-year decline primarily reflects the absence of major political sporting and certain onetime events that boosted a la carte subscriber spend in 2024.

Paid downloads were 92.1 million, and our video attachment rate was 15.9% in Q4 LTM, both metrics relatively flat to the prior year period. Q4 Creative revenue was $149 million, up 4.6% year-on-year and 3.1% on a currency-neutral basis. The increase was primarily driven by the impact of the accelerated revenue from the 2 larger deals, but also reflects growth across Premium Access, Unsplash+ and Custom Content. These favorable impacts outweighed a continuation of challenging agency trends, which were a drag on creative with agency declining 16% in Q4. For the full year, Creative revenue was $556.9 million, up 0.7% or 0.2% currency neutral. Q4 editorial revenue was $109.4 million, up 21.4% year-on-year and 19.9% on a currency-neutral basis.

All 4 editorial verticals, news, sport, entertainment and archive were in year-on-year growth, even while up against a challenging year-on-year compare driven by the 2024 election year. This strong editorial performance was driven in part by contribution from the 2 large deals as well as strong growth in assignments, which were up 20.1% year-on-year or 18.3% currency neutral. For the full year, editorial revenue was $369.6 million, an increase of 6.9% or 6.1% currency neutral with again growth across all 4 verticals, reflecting our outstanding coverage of more than 160,000 events annually and authentic historical visual content that only Getty Images can deliver.

Q4 other revenue was $23.9 million, an increase of $9.1 million from Q4 '24, primarily due to the impact from the 2 large deals. For the full year, other revenue was $54.8 million, up 35.2% on a reported and currency-neutral basis. Revenue less our cost of revenue as a percentage of revenue was strong at 74.8% compared with 73.5% in Q4 2024 and for the full year, 73.4%, up from 73.1% in 2024, with the year-on-year increase due largely to product mix. Q4 SG&A expense was $111.6 million, up $6.1 million year-on-year, with our expense rate decreasing to 39.5% of revenue from 42.7% last year, with the rate favorability driven by strong revenue performance.

For the full year, SG&A increased by $8.2 million to 42.4% of revenue, down from 43.4% last year. with that decrease in rate, again primarily driven by the increase in revenue. Excluding stock-based compensation, SG&A was $107.1 million in the quarter, up $6 million year-on-year due primarily to approximately $2.5 million of professional fees tied to the acceleration of our SOX compliance efforts and higher incentive compensation expense tied to strong financial performance. As a percentage of revenue, adjusted SG&A decreased to 37.9% of revenue from 40.9% of revenue in Q4 2024. For the full year, adjusted SG&A increased by $13.2 million to $399.1 million or 40.7% of revenue compared to 41.1% of revenue in the prior year.

For the full year, SG&A included $7.8 million of SOX acceleration costs as expected and $9.9 million of fees related to our ongoing AI litigation. Q4 adjusted EBITDA was $104.1 million, up 29.1% or 27.2% on a currency-neutral basis. Adjusted EBITDA margin was 36.9% compared to 32.6% in Q4 2024. For 2025, adjusted EBITDA was $320.9 million, up 6.9% reported and 5.8% on a currency-neutral basis. Adjusted EBITDA margin was 32.7% compared to 32% in 2024. Excluding the impact of accelerated SOX compliance costs and litigation costs, our full year adjusted EBITDA margin would have been 34.5%. These outstanding profitability results reflect not only our record revenue performance, but also our company's long-standing demonstrated ability to manage costs and maintain fiscal discipline.

CapEx was $13 million in Q4, a decrease of $2.1 million year-over-year. CapEx as a percentage of revenue was 4.6% compared to 6.1% in the prior year period, with that rate favorability due not only to the decreased spend, but also to strong Q4 revenue delivery. For the full year, CapEx was $59.5 million, up $2.1 million year-over-year, representing 6.1% of revenue, consistent with the last year and within our expected range of 5% to 7% of revenue. Adjusted EBITDA less CapEx was $91.1 million in Q4, up 39.1% or 38.3% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 32.3% compared to 26.5% in Q4 2024. For the full year, adjusted EBITDA less CapEx was $261.3 million, an increase of 7.6% or 7% currency neutral. Free cash flow was $7.7 million in Q4 compared to $24.6 million in Q4 2024. The decrease in free cash flow reflects higher cash interest expense of $45.1 million in Q4, an increase of $22.4 million over the prior year.

Cash taxes paid in the quarter were $11.9 million, down from $13.3 million in Q4 2024. For the full year, we generated $5.7 million in free cash flow compared with $60.9 million in 2024, with that full year decrease primarily driven by an increase in cash paid for merger-related expenses. We finished the year with $90.2 million of balance sheet cash, down $31 million from Q4 '24 and down $19.4 million from Q3 of 2025. The decrease in cash year-on-year is due to $45.7 million of merger-related expenses, including $12.5 million in Q4 as well as $36.4 million of refinancing-related fees paid during the year with $19.6 million paid in the fourth quarter.

As of December 31, we had total debt outstanding of $2.01 billion, which included $628 million of 10.5% senior secured notes issued in Q4 to fund our pending merger with the proceeds held in escrow. $540 million of 11.25% senior secured notes, $497 million term loan converted using exchange rates as of December 31, 2025, with an applicable rate of 7.94% $295 million of 14% senior unsecured notes, $40 million of USD term loan at 11.25% fixed rate and $5 million of 9.75% senior unsecured notes. We also had $150 million revolver that remains undrawn, giving us access to $240.2 million of total liquidity as of December 31.

Our net leverage was 4.0x at the end of Q4 compared to 3.97x in Q4 of 2024. Considering the foreign exchange rates, applicable interest rates and mandatory amortization on our debt balances as of December 31, our estimated cash interest for 2026, net of interest earned on cash held in escrow is $188 million. Please note, the first cash interest payment related to the $628 million of merger financing currently held in escrow is due in May of 2026, and the full year 2026 cash interest estimate includes a second payment due on the merger outside end date of October 6.

In summary, we are incredibly proud to have closed the year with a financial performance that meaningfully exceeded our guidance and reflects the value we continue to provide for our customers. We look forward to building on this momentum in 2026 with the added tailwind of a strong editorial events calendar, which culminated with us doing what we do best at the Winter Olympics. With that, let's turn to our full year outlook for 2026. We anticipate revenue of $948 million to $988 million, down 3.4% to up 0.6% year-over-year and down 4.5% to 0.5% currency neutral. Embedded in this guidance is an assumption for FX rates with the euro at 1.17 and the GBP at 1.34, which implies a tailwind on revenue of $11.2 million, of which approximately $7.5 million is expected in the first quarter.

We expect adjusted EBITDA of $279 million to $295 million, down 12.9% to 8.1% year-over-year and down 13.9% to 9.1% currency neutral. Included in the adjusted EBITDA expectations is a similar cadence for estimated FX impact with an approximate $3.6 million tailwind in 2026, of which approximately $2.2 million is expected in the first quarter. Please note the anticipated decline in revenue and adjusted EBITDA is entirely attributable to the timing of revenue recognition for the 2 large multiyear licensing agreements signed in Q4 of 2025. This accelerated revenue impact creates a challenging comparison for 2026, especially in Q4 and more than offsets the anticipated tailwind from the even year editorial calendar.

Excluding the $40 million of accelerated revenue recognized in Q4, our full year 2026 revenue outlook would reflect expected growth, up 0.7% to 4.9% year-over-year or down 0.5% to up 3.7% currency neutral. And our adjusted EBITDA would be down 2.4% to up 2.9% or down 3.6% to up 1.7% currency neutral. So the emphasis here is that absent the impact of those challenging year-on-year comps, our core business is indeed expected to be in growth. On the cost side, our guidance includes approximately $5.6 million in one-off increases in SG&A for continued SOX compliance acceleration efforts.

Please note, all other merger-related costs are excluded from this guidance as they are considered onetime in nature and therefore, are excluded from adjusted EBITDA. Finally, any potential broader impacts, which may result from global macroeconomic conditions remain unknown and may not be fully reflected in this guidance.

With that, operator, please open the call for questions.

[Operator Instructions]

We'll take our first question from Ron Josey with Citi.

Maybe Craig and Jennifer talk to us a little bit more about the licensing deals. Clearly, these had a lot of impact on the quarter, pretty exciting to hear about who you're partnering with. So I would love to hear more insights on just the business applicability of it and how you're thinking about these licensing deals longer term? Should we expect more to come?

And then on the subscription side of the business, Jenn, you laid out some great examples as to why subscribers did what they did. But can you just help us a little bit more on how active annual subs declined as much as they did and then a little bit more on retention rates, please?

Great. I'll take the first, Ron, and then pass to Jenn on the subs question. So on the deals, I can't go into -- obviously, there's confidentiality associated with those agreements. So I can't give you much more detail here. But what I think is interesting to me is it speaks to really 2 elements is the relevance of our content on social media and that being a driver of one of those deals, both on the creative and the editorial side of things and the relevance of our content through large language models, again, both creative and editorial.

And so as this world continues to evolve and move forward, it reinforces something I've said for a long time, which people are still going to need high-quality pre-shot content. They're still going to need a window into the world that we cover on an editorial basis. They're still going to care about what's happened and celebrate the past. And they're going to continue to reach audiences in an impactful way in an authentic way. So we'll be talking probably a little bit more about some of these deals in the future. I would say I continue to see a lot of opportunity across those 2 spheres. And we're focused in on delivering more deals within those 2 spaces, again. And we know that there's demand for our content within those spaces.

So yes, I think we will see more of that as we go forward. Hopefully, we won't put Jenn through too many gyrations on having to speak to with and without those numbers given the acceleration, but they're good things to have at the foundation of this business, and they speak to the long-term demand.

Jenn, do you want to pick up on the sub side of things?

Yes, sure. So for the step back in active annual subscribers, that's almost entirely due, Ron, you might recall, we ended our free trial client acquisition program back in June of 2025. So we're still sort of cycling through the impact of exiting that program. So that decline is really attributable to that change and ceasing that program.

On the revenue retention rate, step back there is sort of a few different individually smaller items that are really driving that decrease. So there's a difference year-on-year just in terms of the editorial event revenue. And when you get some of those big events that those are cycles where you see subscriber spend outside of their subscription. So the decrease in that editorial event revenue has an impact on that expansion of subscription spend outside of the subscription that's driving a bit of a decline there.

There are several sort of events, one-off events, some of them in the entertainment space where we would have gotten one-off licensing deals that again drive that spend outside of a subscription for an annual subscriber. So that is a bit of a drag there year-on-year. And then to the extent we still have growth in our smaller e-commerce subscriptions, which we do even with that free trial program being ended, those do come with lower revenue retention rates. So that continues to be sort of a bit of a downward impact on that annual revenue retention rate.

So there's a few items in there. We still believe that this rate will come back into the low to mid-90s, as we've said. When that will be, it's likely to be -- we'll start seeing that once we fully cycle through the 1-year anniversary of that free trial exit. So call that sometime Q2, Q3 more likely is when we really should fully cycle out of that impact.

Thanks, Jenn. I would just add to Jenn's comments that the renewals that we're seeing, Ron, both from a volume and a revenue renewal rate are entirely consistent. So you're just seeing some mix changes within the business and then some spend outside of the subscriptions. But the retention rate of these customers across Unsplash and iStock and Getty Images has been really consistent and predictable. And so that's another real positive sign for the business.

We will move next to Alex Lavigne with Benchmark.

This is Alex on for Mark. For 2026 revenue guidance, can you qualify the mix of data licensing for training purposes relative to licensing display for LLMs and whether it's recurring revenue from deals struck in 2025 or converting net new deals in the pipeline and essentially whether those -- whether either of those are baked into the 2026 guide?

Jenn, do you want to pick up Alex's question?

Yes, I can take that. So I think, first, just to make sure we're clear here, the 2 large deals that we talked about quite a bit with and without on this call, those are not the pure data licensing deals that you might be thinking of some that we've mentioned in prior quarters. So I just want to make that clear that there is a mix there. We cannot quantify going forward in 2026, where we would see that revenue land, whether it's data licensing, display, broader licensing.

So that's just not something we've baked into guidance with any specificity at this point. Broadly speaking, when we think about that bucket of other revenue where the traditional data licensing "deals" we still expect that to be low single-digit percentages of total revenue. We've got a pipeline, as Craig mentioned at the top, there'll be more of, hopefully, these types of deals that we see in Q4 into 2026, but nothing meaningfully baked in there for specific new deals going forward. We do have -- we mentioned for those 2 large deals that we recognized $40 million in Q4. The total deal value across the 2 of those is $65 million. So there will be an impact in 2026, roughly $10 million of recurring revenue just from those deals.

And then we have a bit of revenue carry forward from some of the other deals we booked smaller deals in 2025 and 2024 as well.

Super helpful. And then last question. Just roughly what percent of your exclusive editorial content remains untouched by LLMs for training purposes?

I wish I could really answer that, Alex. We don't license out our editorial content in any way, shape or form with respect to training. So that's a decision that we've made within the editorial business. I won't go into all the details of why that's the case. But as an editorial outlet, we feel it's within our rights to cover the world and -- but not necessarily be licensing the likeness of other individuals and property and IP out into the AI space. So -- but that said, as we've referenced before, our site has been scraped by AI entities that are trying to obfuscate that from us.

And there are third-party data sets that have been constructed around our imagery. And our imagery sits all over the Internet. demonstrated by that large social media licensing. Our content is everywhere, and so it can be picked up even away from our site where we don't have visibility. So I can't give you that answer in a level of specificity. But what I can say is that we are seeing more AI entities that are looking to do the right thing by licensing content.

Again, that's not our editorial content. That is our creative content. But we're really enthusiastic about the large language models looking to leverage our content in their product experience, and we're excited about social media looking to do the same.

And this concludes our Q&A session. I will now turn the meeting back to Stephen Kanner for closing comments.

Thank you again for joining us today and for your continued interest in our company. As always, our team is available to follow up on 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 rest of your day.

Thank you. Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.

Good afternoon, and welcome to Getty Images Third Quarter 2025 Earnings Conference Call. Today's call is being recorded. We have allocated 1 hour for prepared remarks and Q&A. At this time, I'd like to turn the conference over to Steven Kanner, VP of Investor Relations, Treasury at Getty Images. Thank you. You may begin.

Good afternoon, and welcome to the Getty Images Third Quarter 2025 Earnings Call. Joining me on today's call are Craig Peters, Chief Executive Officer; and Jenn 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 and 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 results 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'll 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'll begin with a high-level view of the quarter after which Jenn 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 0.2% and and 2% 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 link bags. 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 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 U.K.'s Competition and Markets Authority, the CMA, has referred the proposed merger of Getty Images and Shutterstock to a Phase 2 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, and we offered comprehensive remedies to avoid a Phase II 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 U.K. and U.S. to secure the necessary approvals.

However, the realities of this process push any close into 2026. Elsewhere on the legal front, we received the judgment for our U.K. litigation against Stability AI which ruled in favor of getting images on our trademark infringement claim, confirming that inclusion of our trademarks and AI-generated outputs infringe those trademarks and that the responsibility for infringing output rest with stability versus the end user. This is a win for rights holders everywhere. While we are 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 copyright-protected works were used to train stable diffusion. We will be taking forward these findings of fact into our U.S. case where we refiled our case to California due to delays in Delaware, and the court is now reviewing motions. We are also evaluating an appeal in the U.K. And with that, I will turn it over to Jenn 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 '24, 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 the broadcast and production business that has yet to return to its pre Hollywood Stripe 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 410 basis points to Q3 growth. Also, as expected, we saw the comparison to a very strong editorial event calendar in Q3 of 2024, impact some of our reported year-on-year results and metrics this quarter, and I'll 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 1/3 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 upside in scope and terms 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% and over the comparable 2024 LTM period. Annual subscriber growth was driven by Unsplash+ 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 onetime events that boosted a la carte subscribers sent 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%. Creator 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+ 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 a 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 archives. Other revenue was $5.8 million, down from $14.1 million in Q3 '24 and 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 and 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% and in Q3 of 2024, with that year-on-year slight variability due largely to product mix. SG&A expense was $101 million, up $0.9 million 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 Q3 of 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 stock 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 spend. 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 Q3 of 2024.

We finished the quarter with $109.5 million of balance sheet cash, down $0.3 million from the Q3 '24 ending balance and down $0.7 million from Q2 of 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% and senior secured notes. $503 million of euro term loans converted using exchange rates as of September 30, 2025, and with an applicable rate of 7.94%, $40 million of USD term loan at 11.25% fixed rate and $300 million of 9.75% senior unsecured notes. Our net leverage was 4.3x at the end of Q3 and compared to 4.2x 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 12-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 of 2027 with new 14% senior unsecured notes now due in March of 2028. The new notes are prepayable at par until the original maturity date or for 6 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 stand-alone 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 of 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 GDP at 1.32 compared to the euro at 1.10, and the GDP at 1.30 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 over versus even year editorial event calendar comparisons largely impacting the second half of 2025 and as well as some continued lag in a return to pre Hollywood strike 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 fourth quarter of 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 onetime 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.

[Operator Instructions] We'll move first to Ron Josey with Citi.

This is Jay [indiscernible] on for Ron Jose. First, Craig, could you take a step back and unpack for us Getty's key AI initiatives in the quarter and how they tie back to your overall AI strategy and potential impacts to 26 revenue? In particular, we'd really like to better understand the structure and benefits of the perplexity partnership? And 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 my second -- and then I have a follow-up. So let's just start there.

Okay. Thanks, Jay. Well, obviously, I can't get into the specifics of the Perplexity deal. It's confidential in nature. But it is a licensing deal, very similar to other licensing deals that we've done traditionally with technology platforms that leverage our content within our product offering. So we think it's one of many that are out there, as I mentioned. We did multiple dose in the quarter. And given the volume an investment that's 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, yes, 1 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 preset content.

And that's what we've been observing in terms of their utilization of our AI capabilities prior to that bundling. That is a strategy that is ultimately focused in 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're 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-shop content is the primary driver. But we'll see how that evolves over time. But it's too early to give you anything with respect to [indiscernible] but those are the 2 primary kind of fundamentals of our kind of AI strategy with respect to customer facing. Clearly, we continue to do some level of data licensing for AI training to our third-party platforms, and that continues. So that's kind of the third revenue leg of the AI. And then obviously, we're deploying AI within our within our cost base and within our functions across the business to better operationalize the business and drive efficiency.

That's helpful. And then just quickly, Jenn, on the results. In terms of the customer segments, you gave good details on agency 22%, 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're 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've mentioned corporate retention rates in the past have been north of 100. So I just want to get a sense of the health of those 2 segments.

Yes. So Jake, so within media in Q3, media was in decline about 3%. But broadly speaking, within media itself, the only segments, there's many subsegments within media. The only subsegments within media that were in decline, we're still those sort of broadcast and production segment. So we're still seeing those production 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 the dual strike period. But they're not back, certainly not back to pre-strike levels. And in this quarter, we did see them in decline. So that's what we're referencing there. Corporate this quarter, we did see in a slight decline. But broadly speaking, that remains a growth segment for us by far, the largest portion of our revenue base approaching 60%. That is the portion of the business where we see both SMBs and enterprise.

You are correct. When we think about those enterprise customers, we still see those customers in the close to 100% retention level. So a very, very healthy portion of our business.

We'll take our next question from Mark Zgutowicz with Benchmark.

Question on premium access subscription retention. Just curious what that was in 3Q versus 2Q and -- and how does the rest of the subscription business compared? And I had a follow-up.

Mark, this is Craig. It's not a statistic that we offer out into the market. But our premium access is our -- first of all, it's our largest subscription offering that we have out in the market, it represents roughly about 1/3 of the company revenue. And the retention rates on that are our highest levels across all of the subscriptions that we offer -- and that's held consistent over time. So we haven't seen any variability within this year, Q2 to Q3 nor have we seen any variability 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 Unsplash, we see higher levels of churn there. Obviously, they're focusing in on small businesses and freelancers to 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 Jen referenced in her remarks, we're continuing to see high utilization of the subscriptions as demonstrated through the paid download side of things and we continue to see retention really strong with historical kind of benchmarks across each and every subscription, but that premium access one is the strongest at the top [indiscernible]. Jen, anything that you would add?

No. You just broke up a bit for me there, Mark. I wasn't sure, were you asking Premium Access or the annual subscription revenue retention rate overall compared to last quarter?

Craig covered it there. So or the -- maybe 1 follow-up, if I could -- just in terms of creative, what cost covered drove the sequential recovery there? And how should we think about fourth quarter compares either sequentially or year-over-year?

Both Jenn and I touched on this, and I wouldn't read too much into the creative growth within Q3. It's -- last year -- I don't 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, the allocation of premium access revenues to creative went down. And that creative a bit more of a negative impact on creative. Well, the reversal of that this year, right? We don't have a Paris Olympics and it isn't creating that level of consumption shift. So we benefit on a year-over-year compare basis. But as both Jen and I referenced, 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 I'd say, consistent to where on an event adjusted basis because, again, we do generate some agency business as a result of things like the Olympics, where sponsors do activation on an event that's been fairly consistent. So we're seeing the business kind of continue as it did in Q2 on the creative side of things, which is a bit soft, and that softness focused in on the agency portion of the business.

Yes. And I'm 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's about 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's just sort of that business kind of rightsizing back between creative and editorial. So that's about half of that growth coming from that normalization slipping back. And then we mentioned we had a deal hit creative this quarter, which is a great deal for creative that came with some really healthy upfront revenue recognition and that a little less than half of Creative's growth came from that. So 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 probably puts us back to very, very low single-digit growth for creative in Q4 when you think about those agency drags continuing into Q4.

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 follow up on 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.

This does conclude today's program. Thank you for your participation. You may disconnect at any time, and have a wonderful afternoon.

Good afternoon, and welcome to the Getty Images Holdings, Inc. Second Quarter 2025 Earnings Call. Today's call is being recorded. We have allocated 1 hour for prepared remarks and Q&A.

At this time, I'd like to turn the conference over to Steven Kanner, VP of Investor Relations and Treasury at Getty Images. Thank you. You may begin.

Good afternoon. And welcome to the Getty Images Second Quarter 2025 Earnings Call. Joining me on today's call are Craig Peters, Chief Executive Officer; and Jenn 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 status of the merger with Shutterstock or the Q2 2025 Shutterstock operating results. We appreciate your understanding, and we'll share updates as soon as we are able.

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 and 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 results 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'll 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'll begin with a high-level view of the quarter, after which Jenn will dive into the details of our performance.

Second quarter revenue for 2025 was $234.9 million, representing reported growth of 2.5% and 1.8% on a currency-neutral basis. Adjusted EBITDA was $68 million for the quarter, down 1.2% reported and 2.2% on a currency-neutral basis. We continue to see growth in our annual subscription business with gains across premium access and Unsplash+ and strong demand for video, news and sport content. We saw an acceleration in corporate growth as well as a return to growth in media despite some continuing build back in production and entertainment. As expected, the agency business continues to be soft in light of ad industry's challenges and macro pressures.

It was another strong quarter for our sport coverage. Our specialist motorsport team delivered exclusive imagery of the Formula 1 75th anniversary season, including iconic races in Miami, Silverstone and Monaco as well as coverage of the F1 Academy and Formula E seasons. Our golf photographers were on the green at the PGA Championship, while our football photography teams were crisscrossing Europe for the UEFA Champions League and here in the U.S. for the FIFA Club World Cup.

In entertainment, our team once again demonstrated why we are the trusted partner for the world's most prestigious events. As the exclusive photography partner, we delivered stunning imagery and seamless operation at Coachella Valley Music & Arts Festival, the Met Gala, BAFTA Television Awards and the Tribeca Film Festival. This commitment to high quality and service is why the British Film Institute just named Getty Images as its official photography partner. It's also why our designated Royal photographer, Chris Jackson, was selected to take portraits of the U.K.'s King and Queen to commemorate their 20th wedding anniversary in the Queen's birthday portrait.

On the news front, we expanded our Bloomberg partnership to include Bloomberg video content in our offering.

While still behind peak activity in 2023, our production business continues to support producers with our premium archival footage and stills featured in a range of recent scripted and unscripted film and television production, including the Fantastic 4: The First Steps, Captain America, F1: The Movie, the Billy Joel documentary and the Drive to Survive series 7. These productions highlight the enduring value of our archive and the strength of our relationships across the production industry.

Our insights platform, VisualGPS, continues to be a strategic differentiator by providing data-backed guidance to customers across industries, helping them drive engagement by aligning their visual storytelling with evolving consumer expectations. Our latest insights, launched this quarter, help customers navigate evolving consumer sentiment around sustainability messaging in their visual narratives.

In Q2, we upgraded our AI suite of services to generate even higher quality outputs with better prompt adherence, still based on the foundational model only trained from licensed creative content that respects the rights of IP holders and artists. And based on the utilization of the model for pre-shot modifications, representing over 70% of the usage, we launched bundles of these AI capabilities directly into our image subscriptions on iStock so customers can access our pre-shot creative library and our clean suite of AI services to use in concert with those images in one simple plan.

In terms of the proposed merger with Shutterstock, within the quarter, Shutterstock shareholders approved the adoption of the merger agreement between Shutterstock and Getty Images. We continue to work with regulators in the U.S. and the U.K. to obtain the necessary approvals and expect the transition to close by the end of 2025. We have no other active regulatory review of the transaction. I'm excited for the close of the transaction and for the second half of the year.

And with that, I'll turn it over to Jenn to take you through the more detailed financials.

Q2 marked our fifth consecutive quarter of top line growth with continued expansion of our subscription business and healthy key performance metrics. We executed a solid quarter, navigating through ongoing macroeconomic uncertainty and continued headwinds in our agency business.

While agency continues to be a challenge, we saw good performance from both our corporate and our media business, which represent roughly 58% and 29% of total revenue, respectively. Corporate was strong with high single-digit growth, fueled by good performance in technology, business services, sport and fashion as well as benefits from creative content deals that include some level of AI rights. Media was a low single-digit growth with broadcast and production performance still not fully returned to 2023 levels.

Q2 revenue was $234.9 million, with year-on-year growth of 2.5% or 1.8% on a currency-neutral basis. Included in these results are certain impacts of the timing of revenue recognition, which contributed approximately 70 basis points to Q2 growth.

Annual subscription revenue was 53.5% of total revenue, up from 52.9% in Q2 of last year. In total, subscription revenue grew by 3.7% or 3% on a currency-neutral basis, driven primarily by growth in our premium access offering.

We added 39,000 active annual subscribers to reach 321,000 in the Q2 LTM period, representing growth of approximately 14% over the comparable 2024 LTM period. Annual subscriber growth continued to be driven by our e-commerce businesses, iStock and Unsplash+. Out of the 321,000 annual subscribers in the period, 52% were brand-new customers and 26% were customers in our growth markets across EMEA, APAC and LatAm.

The annual subscription revenue retention rate was 93.4% in the Q2 LTM period, up 400 basis points from 89.4% in the corresponding 2024 period and also up from 92.7% in the Q1 LTM period. This metric is continuing to normalize as we lap the adverse impacts from the dual Hollywood strikes, see the benefits from the acceleration in our corporate business, as well as the anticipated impacts from the leveling off of the growth rate of smaller e-commerce subscribers, which have lower revenue retention rates. We should continue to see stabilization in this metric relative to 2024 as we navigate through the balance of 2025.

Paid downloads were down slightly at 93 million, while our video attachment rate continues to steadily grow, rising to 16.7% from 15.6% in the prior-year period.

Creative revenue was $130.8 million, down 5.1% year-on-year and 5.7% on a currency-neutral basis. This decline is primarily driven by continued macro challenges impacting our agency business, which sits entirely within creative and was down 10% in Q2. Outside of agency, we see steady momentum in creative across premium access, video and our Unsplash+ subscription.

Editorial revenue was $88.3 million, growing 5.6% year-on-year and 4.6% on a currency-neutral basis. Strong demand for news and sport was primarily driven by our outstanding coverage, as Craig noted, of major events such as FIFA's Club World Cup and Formula 1 racing as well as global news events, such as the election of Pope Leo the Fourteenth.

Other revenue was $15.7 million, an increase of $8.1 million from Q2 '24, driven primarily by three new multiyear creative content deals that included some level of AI rights. As with other similar agreements signed over this past year, these deals carry heavier upfront revenue recognition.

Across our major geographies, we posted currency-neutral revenue growth of 7.2% in the Americas with growth across corporate and media, including some of the creative content with AI rights deals in the quarter. While EMEA was down 6% as the prior year benefited from revenue from a large nonrecurring assignment, and APAC was down 1.1%.

Revenue less our cost of revenue as a percentage of revenue remained strong at 72.1%, compared with 72.5% in Q2 of 2024. SG&A expense was $105.1 million, up $3.8 million year-on-year, with our expense rate increasing to 44.7% of revenue from 44.2% last year. Excluding stock-based compensation, SG&A increased to $101.3 million in the quarter or 43.1% of revenue, up from $97.2 million or 42.4% of revenue in Q2 of 2024.

This increase in SG&A relates primarily to professional fees tied to the acceleration of our SOX compliance efforts and for the ongoing litigation with Stability AI with the trial portion of the U.K. lawsuit in Q2.

Adjusted EBITDA was $68 million for the quarter, down 1.2% or 2.2% on a currency-neutral basis. Adjusted EBITDA margin was 28.9% compared to 30% in Q2 2024.

CapEx was $16.1 million, up $0.7 million year-over-year. CapEx as a percentage of revenue was 6.9%, compared to 6.7% and in the prior-year period, still well within our expected range of 5% to 7% of revenue. This year-on-year increase reflects the timing of payments for routine CapEx spend.

Adjusted EBITDA less CapEx was $51.9 million, down $1.5 million year-over-year, representing a decrease of 3% or 2% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 22.1%, compared to 23.3% in Q2 of 2024.

Free cash flow was negative $9.6 million, compared to positive $31.1 million in Q2 2024, primarily due to the impact of cash outflows tied to merger and legal-related expenses and an increase in cash taxes paid. Free cash flow is stated net of cash interest expense of $17.5 million and cash taxes paid of $18.9 million.

We finished the quarter with $110.3 million of balance sheet cash, down $11.4 million from the Q2 2024 ending balance, and down $4.3 million from Q1 '25. The lower cash balance relative to Q2 of 2024 primarily reflects the impacts of voluntary debt paydowns, quarterly amortization payment on our euro term loan and fees related to the refinancing transactions, all of this partially offset by the positive impact from FX.

In May, we completed a voluntary loan-to-bond exchange, replacing $540 million of the 11.25% USD term loan with equivalent 11.25% senior notes maturing in February 2030.

As of June 30, we had total debt outstanding of $1.39 billion, which includes $540 million of 11.25% senior notes; $510 million of euro term loan, converted using exchange rates as of June 30, 2025, with an applicable rate of 7.94%; $40 million of USD term loan at 11.25% fixed rate; and $300 million of 9.75% senior notes. We have a $150 million revolver that remains undrawn.

Our net leverage was 4.3x at the end of Q2, compared to 4.2x in Q2 2024. That slight uptick in net leverage primarily reflects the impact of the weaker dollar on the value of our euro term loan. We continue to assess market conditions with respect to any potential refinancing or redemption of the $300 million of bonds, which are set to mature in March of 2027.

Considering the foreign exchange rates and applicable interest rates on our debt balance as of June 30 and factoring in the quarterly amortization payment on the euro term loan, our estimated cash interest expense for 2025 is $123.1 million. This reflects approximately a $10 million reduction from the Q1 earnings call estimate due to the timing impact of the loan-to-bond exchange, which shifted a portion of interest payments from monthly or quarterly payments to semiannual payments, effectively moving some payments from 2025 into 2026.

In summary, we feel good about financial performance this quarter, and we will continue to emphasize execution, fiscal discipline and momentum building into the back half of this year.

Turning to our outlook for the full year 2025, which with respect to year-on-year currency-neutral performance, remains unchanged from the guidance provided in Q1 2025. Taking into consideration the impact of the weaker dollar and assuming full year 2025 FX rates with the euro at $1.10, and the GBP at $1.30, we anticipate revenue of $931 million to $968 million, down 0.9% to up 3.1% year-on-year. On a currency-neutral basis, this represents a decrease of 1% to an increase of 3%.

As we think about cadence, we expect tougher year-on-year comparisons to flatten growth in the second half of 2025. In addition, our guidance reflects a $1 million impact from FX, inclusive of the $2.5 million headwind in the first half, which will be offset by a benefit for the rest of 2025, including an estimated $2 million in the third quarter.

We expect adjusted EBITDA of $277 million to $297 million, down 7.6% to 1.2% year-on-year, and down 7.9% to 1.4% currency neutral. Included in the adjusted EBITDA expectations is a similar cadence for the estimated FX impact, with an approximate $0.5 million tailwind in 2025, inclusive of a $0.9 million headwind from the first half of 2025, offset by a tailwind across the remainder of the year, including an estimated $0.7 million in the third quarter.

Please note this guidance reflects the anticipated impacts of the odd year versus even year editorial events calendar comparisons, largely impacting the second half of 2025 as well as the impact from disruptions in production activity due to the Los Angeles fires and some continued lag in a return to pre-Hollywood strike production levels. The Hollywood strikes will also present tougher year-on-year comparisons in the second half of 2025 as year-on-year growth in the second half of 2024 benefited from the comps to a strike-impacted 2023.

On the cost side, our guidance continues to include approximately $8 million in one-off increases in SG&A for SOX acceleration efforts, which were previously disclosed in our Q4 earnings call. These are largely concentrated in the Q2 through Q4 period with approximately $5.5 million expected in the second half of 2025.

Please note, all other merger-related costs are excluded from this guidance as they are considered onetime 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.

[Operator Instructions] We'll take our first question from Mark Zgutowicz with Benchmark.

Jenn, just a couple of top line questions. One, it looks like we've been witnessing sort of an economy in past couple of quarters between weakening creative and strengthening data licensing. And I was hoping you could maybe rectify comments that you made in terms of strength in corporate and media relative to the subscription results that you saw in the quarter? And then what's implied in the second half for creative and data licensing in your '25 guide? And then I just had one quick follow-up.

Yes. So I think creative decline of about 5%, fairly consistent with what we saw in Q1. Drivers there are really going to be the same as what we talked about in Q1. So it's predominantly going to be agency impacting that creative performance for us in these 2 quarters so far year-to-date, our agency sits entirely within that creative number.

Editorial, last year, as you know, we had a pretty hefty event calendar year. We have some events that are falling into the first half of this year, but certainly to a lesser degree. So as we mentioned in the prepared remarks, as we get into that second half, you're going to start to see a more challenging year-on-year comp on the editorial side of the business.

That other revenue, you're right, that continues to be a good performance for us, about $16 million this quarter, I think that's the highest we have seen for that other revenue bucket, although we've come close in prior quarters. Those are deals with existing customers, for the most part, who sit in that corporate space and those are going to be content licensing deals with some expansion into AI rights. So there's a little bit of a convergence there between creative, other, corporate all sitting within our ability to get those bigger other deals done. Not expecting anything different than what we've said in the past in terms of that other revenue bucket in 2025 being very low single digits in terms of percentage of total revenue. So no change there from prior comments.

Creative, agency, we'll see what happens there. I think if you listen to, and I know you do, Mark, and follow some of those bigger agency performances, it's a challenge, and we are certainly seeing that there. But I think we continue to see good momentum outside of agency and creative, and that is, again, on the corporate side of the business and subscriptions, right? We're seeing those subscriptions continue to grow. A good majority of those do sit in that corporate space.

Okay. And Jenn, maybe just on the flip side of that, you talked about agency weakness, but you also saw some really strong growth on the non-subscription side or a la carte side. So can you perhaps rectify the comment on just overall seeing agency weakness, but yet seeing relatively good a la carte strength?

I don't think I said we saw good a la carte performance. As the agency business is practically all a la carte, so as agency goes largely, so does a la carte on the creative side of things. Editorial a la carte, that continues to perform well, but that agency impact is felt pretty materially in that it creative a la carte number. So I don't think I said a la carte performed well.

Okay. I was just looking at your -- backing out your non-subscription revenue, which I assume most of it is a la carte. And overall, that was at a healthy uptick in the June quarter by a good, I don't know, $15 million or so.

Yes. Yes. We can work through that, Mark, perhaps in the post-call follow-up, but I think that creative a la carte, that definitely wasn't in growth.

We'll take our next question from Ron Josey with Citi.

This is Jake on for Ron. First, I wanted to ask about the subscription mix shift. You saw a nice uptick in the subscription mix shift and the retention rate ticking back up to, I think, 93.4%. So first, just really wanted to dig into the key drivers of that uptick.

And then second question on the litigation with Stability AI, understood, can't really get into specifics, but with Getty dropping the copyright infringement claims in the U.K., really just wanted to better understand the strategic differences between the jurisdictions and whether there's anything you could share about your confidence level in the U.S. case.

Sure, Jake. And we hope Ron is somewhere nice, on a beach somewhere. Jenn, do you want to take the first and I'll take the second.

Yes. So on the subscription side of things, that continues to be us tracking to continue to inch that higher and higher over the 50% mark. So we saw that again this quarter, really seeing that growth come largely from our e-commerce subscriptions. So on the iStock side of things, continuing to see good momentum on the Unsplash+ subscription, which is the newest of our subscription offering, so to speak. And premium access, our largest subscription, just about 1/3 of our revenue. That continues to grow nicely as well.

So it's a bit of a continuation of the story there on the creative side of things, that corporate growth that we're seeing this quarter that certainly underpins that subscription momentum.

And on revenue retention. So yes, this was a good uptick for us to see, and I think we've been hinting out seeing this metric start to come back. So it's good to see those numbers sit where they are. So at about 93%; prior-year period, same time, about 89%. And we cited some of the drivers there. Certainly, seeing us lapping the impact from those Hollywood strikes, that corporate growth. And as we see that growth in subscriber count on those smaller e-commerce subs start to stabilize, they come with a lower revenue retention rate. So that will help that mix.

But I think an interesting thing here you might know, Jake, you've been following us for a while, we have seen this metric be 100% plus in our history. So seeing that dip below 90% was quite unusual. But when we look in this number in this quarter, premium access, again, our largest subscription, we actually got that revenue retention for premium access back up over 100%. Premium access revenue retention hasn't been over 100% since 2023. So that's where you can really see some of those production impacts, strike impacts, right, those big enterprise customers seeing that revenue retention rate really start to come back. That's a very good sign for us.

Great. Thanks, Jenn. And on the litigation front, Jake, we -- it's one of the -- the world is not transparent with respect to the models and what they're training on. And so when we launched litigation against Stability, we launched it in two markets, the U.S. and the U.K. What we found through discovery in the U.K. as that case progressed -- we found that there were clear indications that Stability did train on our material. However, that training, we did not have clear facts that, that training happened in the U.K.

So that was a primary item that we dropped in the U.K. suit because obviously, given the law there, we didn't have the facts in order to support that. But we did ultimately get visibility to where that training did take place. So we dropped it in the U.K. We continue in the U.S. That claim will come into play within the U.S. And we're hopeful to get a positive outcome in the U.K. on other aspects of that, but really pursuing the training itself within the U.S.

I know that's a bit -- it can be a bit complex. And believe me, as the CEO, and Jenn as the CFO of a company who has to spend in order to pursue these cases in two markets, it's less than ideal. But that's the state of our world where there aren't transparency requirements against these model providers. So we have to kind of go on a hunting expedition in order to get it and spend money in order to do that.

[Operator Instructions] I'm showing no additional questions at this time. This will now conclude our Second quarter Getty Images Holdings, Inc. 2025 Earnings Call. You may now disconnect.