Getty Images Finalizes Stock Option Exchange Program to Re-incentivize Employees

summarizeSummary

Getty Images Holdings, Inc. has finalized a stock option exchange program, approved by majority shareholders, to replace approximately 22.6 million underwater options with 7.5 million new options, aiming to boost employee retention and motivation.

check_boxKey Events · Financing and Capital Events · GETY

• Stock Option Exchange Program Finalized

  The company has finalized a program to exchange approximately 22.6 million underwater stock options for 7.5 million new options with reset exercise prices. This definitive filing follows a preliminary information statement on February 20, 2026.

• Shareholder Approval Secured

  The program was approved by written consent from the Getty Family Stockholders and KED Icon Holdings, LLC, who collectively own approximately 74% of the outstanding Class A common stock, eliminating the need for a general shareholder meeting.

• Aims to Boost Employee Retention

  The primary goal of the exchange is to re-incentivize and retain eligible employees and directors whose existing options had lost motivational value due to being "underwater."

• Potential Future Dilution

  While the total number of options outstanding will decrease by 15.1 million, the 7.5 million new options are more likely to be exercised, representing potential future dilution of approximately 1.8% of current outstanding shares.

auto_awesomeAnalysis · GETY · Trade & Services

This definitive information statement details the stock option exchange program previously announced in a preliminary filing. The program addresses the issue of substantially all outstanding employee stock options being "underwater" (exercise price above current stock price), which had diminished their incentive and retention value. By allowing eligible employees and directors to exchange approximately 22.6 million old options for 7.5 million new options with reset exercise prices, the company aims to re-align employee incentives with shareholder value creation. While the program results in fewer total options outstanding, the new options are more likely to be exercised, representing potential future dilution of approximately 1.8% of current outstanding shares. The program is a strategic move to retain key talent and is not expected to incur incremental accounting compensation expense.