Item 4 — Purpose of Transaction
Item 4 of the Original Statement is hereby amended and supplemented as follows: As disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on January 7, 2025, on January 6 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Grammy Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub 2"), Grammy Merger Sub 3, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Merger Sub 3"), Shutterstock, Inc., a Delaware corporation ("Shutterstock"), Grammy HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Shutterstock ("HoldCo"), and Grammy Merger Sub One, Inc., Delaware corporation and a direct wholly owned subsidiary of HoldCo ("Merger Sub 1"), pursuant to which, subject to the terms and conditions set forth therein, (a) Merger Sub 1 will be merged with and into Shutterstock, with Shutterstock surviving such merger as a wholly owned subsidiary of HoldCo (the "First Merger"), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the "LLC Conversion"), (b) Merger Sub 2 will be merged with and into Holdco (the "Second Merger"), with HoldCo surviving the Second Merger as a wholly owned subsidiary of the Issuer and (c) immediately after the Second Merger, HoldCo will be merged with and into Merger Sub 3 (the "Third Merger", together with the First Merger, the LLC Conversion and the Second Merger, the "Transactions"), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of the Issuer. The Issuer's board of directors (the "Board") unanimously approved and declared advisable the Merger Agreement, the Transactions and the other transactions contemplated thereby and resolved to recommend that Issuer's stockholders approve the issuance (the "Getty Images Stock Issuance") of shares of the Class A Common Stock in connection with the Transactions. Delivery of Written Consent Following execution of the Merger Agreement, on January 7, 2025, each of the Reporting Persons and Koch Icon Investments, LLC (the "Koch Investor") executed and delivered to the Issuer a written consent, approving the Getty Images Stock Issuance. The Reporting Persons and the Koch Investor collectively own a majority of the outstanding shares of Class A Common Stock. No further approval of the Issuer's stockholders, including under NYSE rules, is required to approve the Getty Images Stock Issuance or the Transactions. Significant Stockholder Agreement Concurrently with the execution of the Merger Agreement, on January 6, 2025, the Reporting Persons, the Koch Investor and Jonathan Oringer entered into a Significant Stockholder Agreement (the "Significant Stockholder Agreement"). Pursuant to the Significant Stockholders Agreement, the Reporting Persons, the Koch Investor and Mr. Oringer agreed, among other things, to certain restrictions on transfers of their shares of Class A Common Stock following the closing of the Transactions (the "Closing"), including (a) any transfers during the 90 days following the Closing or (b) thereafter, to any direct competitor of the Issuer or any activist shareholder, in each case subject to certain exceptions (including in sales through open market transactions). These restrictions generally terminate based on certain beneficial ownership thresholds, as further described in the Significant Stockholders Agreement. Pursuant to the Significant Stockholder Agreement, the Reporting Persons and the Koch Stockholder are entitled, among other things, to certain rights to designate directors to the Board. Following the Closing, the Significant Stockholders Agreement provides (a) Getty Investments with the right to designate for nomination two individuals to the Board to serve in Class I and Class III, respectively, if the Reporting Persons beneficially own at least 12.5% of the voting power of the Issuer's securities, one individual to serve in either Class I or Class III if they beneficially own at least 5% but less than 12.5% of the voting power of the Issuer's securities, and no directors if they beneficially own less than 5% of the voting power of the Issuer's securities and (b) the Koch Investor with the right to designate for nomination one individual to the Board to serve in Class II if the Koch Investor beneficially owns at least 5% of the voting power of the Issuer's securities and no directors if the Koch Investor beneficially owns less than 5% of the voting power of the Issuer's securities. Additionally, for so long as Getty Investments is entitled to designate for nomination two individuals to the Board, it will be entitled to designate the Chairman of the Issuer's Board. The foregoing description of the Significant Stockholder Agreement does not purport to be complete and is qualified in its entirety by the Significant Stockholder Agreement, a copy of which is filed as Exh