Shutterstock (SSTK) awards CEO 375,110 RSUs worth $8.5M amid pending Getty Images deal

Rhea-AI Filing Summary

Shutterstock, Inc. reported that its Compensation Committee approved a special equity award for chief executive officer Paul J. Hennessy. The award consists of 375,110 restricted stock units (RSUs), with a total target value of $8.5 million, based on the average closing price of Shutterstock’s common stock over the 30 trading days before the December 1, 2025 grant date.

The RSUs are designed to support Mr. Hennessy’s retention through an additional service period and the closing of Shutterstock’s previously disclosed pending merger with Getty Images Holdings, Inc.. They vest on July 1, 2027, subject to his continued service, or earlier upon certain termination events, including a termination without Cause or, following a change in control that would include closing of the pending merger, a termination without Cause or resignation for Good Reason, as defined in his employment agreement.

Insights

Executive Compensation and Governance Analyst

Material one-time CEO RSU grant tied to merger structure, shifting from performance-based to time-based equity with change-in-control protections.

The filing describes a grant of 375,110 RSUs to the CEO, valued at $8.5 million, with the share count based on a 30‑day average closing price before the December 1, 2025 grant date. These RSUs vest on July 1, 2027, increasing potential future share issuance by the stated amount. The award is issued under the Amended and Restated 2022 Omnibus Equity Incentive Plan, using standard equity plan mechanics rather than a special standalone arrangement.

The award replaces performance stock units with restricted stock units “on a going forward basis” as required by the merger agreement with Getty Images Holdings, Inc., aligning the CEO’s compensation structure with that transaction. Vesting is conditioned on continued service, with additional vesting protection upon termination without Cause, and, after a change in control that would include closing of the pending merger, upon termination without Cause or resignation for Good Reason, as defined in the CEO’s employment agreement. This ties the CEO’s equity to both tenure and transaction-related events.

Points to monitor include: (1) the closing status and timing of the pending merger with Getty Images, which is referenced as a potential change in control; and (2) any future equity awards that are also converted from PSUs to RSUs under the same merger-driven requirement. The key timeframe for this grant is the vesting date of July 1, 2027, and any qualifying termination events that could trigger earlier vesting under the specified conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

Shutterstock, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35669		80-0812659
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Fifth Avenue, 20th Floor

New York, NY 10118

(Address of principal executive offices, including zip code)

(646) 710-3417

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SSTK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 25, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Shutterstock, Inc. (the “Company”) approved an award of 375,110 restricted stock units (the “RSUs”) to Paul J. Hennessy, the Company’s chief executive officer, which have a grant date of December 1, 2025 (the “Grant Date”) and vest on July 1, 2027. The number of RSUs granted was calculated by dividing $8.5 million, the total dollar value of the award, by the average of the Company’s closing price for a share of common stock on each trading day during the 30 trading-day period ending on the date immediately prior to the Grant Date. The RSUs were designed to promote Mr. Hennessy’s retention for an additional period of service and through the closing of the Company’s previously disclosed pending merger with Getty Images Holdings, Inc. (the “Pending Merger”) and were granted in lieu of performance stock units (“PSUs”) in accordance with that certain Agreement and Plan of Merger with Getty Images Holdings, Inc. that requires the Company to award RSUs in lieu of PSUs on a going forward basis. In particular, the RSUs, which were granted pursuant to the terms of the Amended and Restated 2022 Omnibus Equity Incentive Plan and applicable award agreement, vest subject to Mr. Hennessey’s continued service through the July 1, 2027 vesting date or upon a termination without Cause or, following a change in control of the Company that would include the closing of the Pending Merger, a termination without Cause or resignation for Good Reason, in each case as defined in Mr. Hennessey’s Employment Agreement, dated as of May 8, 2022 and amended as of June 18, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHUTTERSTOCK, INC.
Dated: December 2, 2025	By:	/s/ Rik Powell
		Rik Powell
		Chief Financial Officer

FAQ

What executive compensation change did Shutterstock (SSTK) announce in this 8-K?

Shutterstock’s Compensation Committee approved an award of 375,110 restricted stock units (RSUs) for chief executive officer Paul J. Hennessy, with a total dollar value of $8.5 million.

How was the $8.5 million RSU award to Shutterstock (SSTK) CEO Paul Hennessy calculated?

The 375,110 RSUs were determined by dividing $8.5 million, the total dollar value of the award, by the average closing price of Shutterstock’s common stock on each trading day during the 30 trading-day period ending on the day before the December 1, 2025 grant date.

When do the newly granted RSUs to the Shutterstock (SSTK) CEO vest?

The RSUs granted to Mr. Hennessy have a grant date of December 1, 2025 and vest on July 1, 2027, subject to his continued service or certain qualifying termination events described in his employment agreement.

How is the Shutterstock (SSTK) CEO’s RSU grant related to the pending Getty Images merger?

The RSUs were designed to promote Mr. Hennessy’s retention through the closing of Shutterstock’s previously disclosed pending merger with Getty Images Holdings, Inc. and were granted in lieu of performance stock units in accordance with the Agreement and Plan of Merger, which requires awarding RSUs instead of PSUs on a going-forward basis.

Under what conditions can the Shutterstock (SSTK) CEO’s RSUs vest without full service through July 1, 2027?

The RSUs vest if Mr. Hennessy remains in service through July 1, 2027, or upon a termination without Cause, or, following a change in control of Shutterstock that would include closing of the pending merger, upon a termination without Cause or resignation for Good Reason, as defined in his May 8, 2022 employment agreement, as amended on June 18, 2024.

Under which equity plan were the Shutterstock (SSTK) CEO’s RSUs granted?

The RSUs granted to Mr. Hennessy were issued under Shutterstock’s Amended and Restated 2022 Omnibus Equity Incentive Plan and the applicable award agreement.