Tender Offer Statement (Form SC TO-I)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

__________________________

Getty Images Holdings, Inc.
(Name of Subject Company (Issuer) and Filing Person (as Offeror))

__________________________

Options to Purchase Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

N/A
(CUSIP Number of Class of Securities)

Kjelti Kellough, Esq.
Senior Vice President, General Counsel, and Corporate Secretary
605 5th Ave S., Suite 400
Seattle, Washington 98104
(206) 925-5000

(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

__________________________

Copies of communications to:

Todd E. Freed, Esq.
Jon A. Hlafter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
395 9th Avenue
New York, New York 10001
(212) 735-3000

__________________________

Item 1. Summary Term Sheet.

The information set forth under "Summary Term Sheet - Overview" and "Summary Term Sheet - Questions and Answers" in the Offer to Exchange Eligible Options, dated March 2, 2026 (the "Exchange Offer"), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address.

Getty Images Holdings, Inc., a Delaware corporation (the "Company"), is the issuer of the securities subject to the Exchange Offer. The Company's principal executive offices are located at 605 5th Ave S., Suite 400 Seattle, Washington 98104 and the telephone number of its principal executive offices is (206) 925-5000.

(b) Securities.

This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain service providers of the Company and its affiliates, including our executive officers and non-employee directors (as further defined in the Exchange Offer, the "Eligible Optionholders"), subject to specified conditions, to exchange certain outstanding stock options for a lesser number of new stock options (as further defined in the Exchange Offer, "New Options").

Options eligible for exchange (as further defined in the Exchange Offer, an "Eligible Option") are those options, whether vested or unvested, that were granted under the 2022 Equity Plan and are held by an Eligible Optionholder, have a per share exercise price that is equal to or higher than the closing price of a share of our Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on the Closing Date (as defined in the Exchange Offer) and are outstanding and unexercised as of the start date of the Exchange Offer and as of the Closing Date. As of February 13, 2026, there were approximately 22.6 million Eligible Options outstanding.

Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant New Options on the Closing Date (as defined in the Exchange Offer), subject to the terms and conditions described in the Exchange Offer and in the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).

The information set forth in the Exchange Offer under "Summary Term Sheet - Overview" and "Summary Term Sheet - Questions and Answers" and the information set forth under Section 1 ("Eligible Optionholders; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer"), Section 5 ("Acceptance of Eligible Options for Exchange; Grant of New Options") and Section 7 ("Price Range of Our Common Stock") of the Offering Memorandum for the Exchange Offer contained in the Exchange Offer (the "Offering Memorandum") are incorporated herein by reference.

(c) Trading Market and Price.

The information set forth under Section 7 ("Price Range of Our Common Stock") of the Offering Memorandum is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address.

The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference.

The address of each executive officer and director of the Company is:

Getty Images Holdings, Inc.
605 5th Ave S., Suite 400
Seattle, Washington 98104

The directors and executive officers of the Company are set forth below:

Item 4. Terms of the Transaction.

(a) Material Terms.

The information set forth in the Exchange Offer under "Summary Term Sheet - Overview" and "Summary Term Sheet - Questions and Answers" and the information set forth in the Offering Memorandum under Section 1 ("Eligible Optionholders; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer"), Section 3 ("Procedures for Tendering Eligible Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance of Eligible Options for Exchange; Grant of New Options"), Section 6 ("Conditions of the Exchange Offer"), Section 8 ("Information Concerning Getty Images; Financial Information"), Section 10 ("Accounting Consequences of the Exchange Offer"), Section 11 ("Legal Matters; Regulatory Approvals"), Section 12 ("Material U.S. Federal Income Tax Consequences") and Section 13 ("Extension of the Exchange Offer; Termination; Amendment") are incorporated herein by reference.

(b) Purchases.

The information set forth under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company's Securities.

The information set forth under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(17) also contain information regarding agreements relating to securities of the Company.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes.

The information set forth under Section 2 ("Purpose of the Exchange Offer; Additional Considerations") of the Offering Memorandum is incorporated herein by reference.

(b) Use of Securities Acquired.

The information set forth under Section 5 ("Acceptance of Eligible Options for Exchange; Grant of New Options") of the Offering Memorandum is incorporated herein by reference.

(c) Plans.

The information set forth under Section 2 ("Purpose of the Exchange Offer; Additional Considerations") of the Offering Memorandum is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds.

The information set forth under Section 14 ("Consideration; Fees and Expenses") of the Offering Memorandum is incorporated herein by reference.

(b) Conditions.

The information set forth under Section 6 ("Conditions of the Exchange Offer") of the Offering Memorandum is incorporated herein by reference.

(d) Borrowed Funds.

Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership.

The information set forth under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference.

(b) Securities Transactions.

The information set forth under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or recommendations.

Not applicable.

Item 10. Financial Statements.

(a) Financial Information.

The information set forth under Section 8 ("Information Concerning Getty Images; Financial Information") and Section 15 ("Additional Information") of the Offering Memorandum is incorporated herein by reference.

(b) Pro Forma Information.

Not applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(1) The information set forth under Section 9 ("Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities") of the Offering Memorandum is incorporated herein by reference.

(2) The information set forth under Section 11 ("Legal Matters; Regulatory Approvals") of the Offering Memorandum is incorporated herein by reference.

(3) Not applicable.

(4) Not applicable.

(5) Not applicable.

(c) Other Material Information.

Not applicable.

Item 12. Exhibits.

(b) Filing Fee Exhibit.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.