UK Competition and Markets Authority to Refer Proposed Merger of Shutterstock and Getty Images for Phase 2 Review

Rhea-AI Summary

Shutterstock (NYSE: SSTK) received notice from the UK Competition and Markets Authority on October 20, 2025 that the CMA intends to refer the proposed merger of Shutterstock and Getty Images to a Phase 2 review unless acceptable undertakings are offered. Shutterstock said it remains committed to the proposed merger and will continue to engage with the CMA and Getty Images to secure required clearances.

The company reiterated applicable SEC filing references and urged investors to review the information statement, proxy statement/prospectus and related SEC filings.

Positive

• CMA issued formal notice on October 20, 2025
• Shutterstock affirmed commitment to complete the proposed merger

Negative

• CMA intends to refer the transaction to a Phase 2 review, raising regulatory scrutiny
• Referral could require acceptable undertakings to address CMA competition concerns

Insights

Regulatory M&A Analyst

The UK CMA intends to refer the Shutterstock–Getty Images merger to Phase 2, introducing a material regulatory hurdle as of October 20, 2025.

The CMA’s notice to refer moves the review from an initial assessment to an in-depth Phase 2 process unless acceptable undertakings are offered. That shifts the immediate business mechanism from routine clearance to a formal, extended competition review, placing the transaction squarely within regulatory scrutiny.

The outcome now depends on whether the parties propose undertakings satisfactory to the CMA and on the CMA’s Phase 2 findings; those are the explicit contingencies named. This raises execution risk and likely extends the timeline for obtaining required clearances, and it increases the chance that remedies or restrictions could be required.

Monitor whether the parties offer undertakings and the CMA’s subsequent decisions; any public filing or statement about offered remedies or a Phase 2 timeline will be the next concrete milestones to watch.

NEW YORK, Oct. 20, 2025 /PRNewswire/ -- Shutterstock, Inc. (NYSE: SSTK) ("Shutterstock") today received notice from the UK's Competition and Markets Authority ("CMA") of their intent to refer the proposed merger of Shutterstock and Getty Images Holdings, Inc. to a Phase 2 review process unless acceptable undertakings to address their competition concerns are offered. Shutterstock remains committed to the proposed merger and will continue to engage with the CMA and work with Getty Images to expeditiously secure the necessary clearances. 

About Shutterstock

Shutterstock is in the business of turning ideas into impact. Powered by a global network of millions of creators and our cutting-edge technology, we provide businesses, creatives and brand leaders with the essential, universal ingredients to make their work more effective. Shutterstock is home to the world's largest and most diverse collection of high-quality licensable assets, data and AI solutions, advertising and distribution solutions, exclusive editorial content, and full-service studio production—delivering unparalleled resources to fuel great work.

Discover our impact at www.shutterstock.com and connect with us on LinkedIn, Instagram, X, Facebook and YouTube.

Forward-Looking Statements

The statements in this press release include forward-looking statements concerning Getty Images, Shutterstock, the proposed transaction described herein and other matters. All statements, other than historical facts, are forward-looking statements. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, financings or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur or the timing thereof. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including "believes," "expects," "may," "will," "should," "could," "might," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates," "designed," or the negative of these words and phrases, other variations of these words and phrases or comparable terminology, but not all forward-looking statements include such identifying words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary. The forward-looking statements in this press release relate to, among other things, obtaining applicable regulatory approvals for the proposed transaction on a timely basis or otherwise. A more fulsome discussion of the risks related to the proposed transaction is included in the definitive proxy statement filed by Shutterstock and the definitive information statement and prospectus filed by Getty Images with the SEC on April 30, 2025 the (collectively, "Information Statement and Proxy Statement/Prospectus"). For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the section captioned "Risk Factors" in each of Getty Images' and Shutterstock's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward looking statements. While the list of factors presented here is, and the list of factors presented in the Information Statement and Proxy Statement/Prospectus is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Neither Getty Images nor Shutterstock assumes, and each hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, on March 31, 2025, Getty Images filed with the Securities and Exchange Commission (the "SEC") a preliminary registration statement on Form S-4 that includes an information statement of Getty Images and a proxy statement of Shutterstock and that also constitutes a prospectus with respect to shares of Getty Images' common stock to be issued in the proposed transaction (the "information statement and proxy statement/prospectus"). The registration statement was amended in a pre-effective amendment on Form S-4/A on April 28, 2025. The registration statement, as amended, was declared effective on April 30, 2025, and Getty Images filed a final prospectus on April 30, 2025. Each of Getty Images and Shutterstock may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the information statement and proxy statement/prospectus or any other document that Getty Images or Shutterstock has filed or may file with or furnish to the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the information statement and definitive proxy statement/prospectus and other documents containing important information about Getty Images, Shutterstock and the proposed transaction through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Getty Images are available free of charge on Getty Images' website at investors.gettyimages.com or by contacting Getty Images' Investor Relations department by email at investorrelations@gettyimages.com. Copies of the documents filed with or furnished to the SEC by Shutterstock are available free of charge on the Company's website at investor. shutterstock.com or by contacting Shutterstock's Investor Relations department by email at IR@Shutterstock.com.

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SOURCE Shutterstock, Inc.

FAQ

What did Shutterstock (SSTK) announce on October 20, 2025 about the Getty Images merger?

Shutterstock said the UK CMA intends to refer the proposed merger to a Phase 2 review unless acceptable undertakings are offered.

What is a Phase 2 review from the UK CMA for the Shutterstock and Getty Images merger?

A Phase 2 review is an in-depth CMA investigation of competition concerns identified in the proposed Shutterstock–Getty Images transaction.

How is Shutterstock responding to the CMA Phase 2 referral notice dated October 20, 2025?

Shutterstock said it remains committed to the merger and will continue to engage with the CMA and Getty Images to secure clearances.

Does the CMA referral to Phase 2 mean the Shutterstock–Getty Images deal is blocked?

The notice indicates the CMA intends to refer the deal for further review; it does not by itself constitute a final blocking decision.

Where can investors find more details about the Shutterstock and Getty Images proposed transaction (SSTK)?

Investors can review the information statement and proxy statement/prospectus and related SEC filings available on sec.gov and the companies' investor websites.