[8-K] SHUTTERSTOCK, INC. Reports Material Event

Rhea-AI Filing Summary

Houlihan Lokey (HLI) Form 4: Co-Chairman Paul Eric Siegert reported two related transactions dated 18 Jul 2025. He was granted 2,818 performance shares of Class B common stock at a price of $0 under the 2016 Incentive Award Plan. The shares convert to Class A on a 1-for-1 basis and vest in four equal annual instalments if stated revenue-growth goals are met; any tranche that misses the target is forfeited.

Immediately after the grant, the same 2,818 Class B shares were deposited into the HL Voting Trust (Code “Z”). Siegert retains full investment and dispositive power over the trust assets. Post-transaction ownership stands at 2,818 Class B shares held directly and 424,657 Class B shares held indirectly through the Voting Trust.

No shares were sold and no cash changed hands, indicating a routine incentive-compensation event with negligible impact on Houlihan Lokey’s share count or control structure.

Positive

• Performance-based share grant strengthens alignment between executive compensation and revenue growth targets.
• Centralised voting via HL Voting Trust may support consistent governance while the executive retains economic rights.

Negative

• Additional 2,818 shares marginally increase potential dilution, though impact is minimal.
• Vesting is contingent; unmet performance goals could lead to forfeiture, adding uncertainty to ultimate share count.

Insights

Securities Analyst

TL;DR: Small, performance-based grant to Co-Chairman; aligns incentives, adds immaterial shares, neutral for valuation and control.

The filing documents a 2,818-share Class B award to Paul Eric Siegert at no cost, vesting over four years contingent on revenue growth. The simultaneous deposit into the HL Voting Trust centralises voting power, yet Siegert maintains investment control. Total indirect Class B holdings rise to 424,657, while direct holdings start at 2,818. Given Houlihan Lokey’s multi-million-share float, the incremental issuance is immaterial. With no sales, no cash, and no change to senior leadership, the disclosure is best viewed as routine incentive alignment rather than a signal of fundamental change.

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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):			July 21, 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, 20st 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 8.01 Other Events.

On July 21, 2025, the Board of Directors of the Company declared a cash dividend of $0.33 per common share for shareholders of record as of September 4, 2025, payable on September 18, 2025.

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SIGNATURE

 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: July 21, 2025			By:			/s/ Rik Powell
						Rik Powell
						Chief Financial Officer

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FAQ

How many shares did HLI Co-Chairman Paul Eric Siegert acquire on July 18 2025?

He received 2,818 performance shares of Class B common stock.

What is the conversion ratio for Houlihan Lokey Class B to Class A shares?

Class B shares convert to Class A on a one-for-one basis with no expiration date.

What are the vesting conditions for the newly granted shares?

Shares vest in four equal annual instalments if specified revenue-growth targets are met; missed targets result in forfeiture.

How many Class B shares does Siegert now hold through the HL Voting Trust?

He holds 424,657 Class B shares indirectly via the Voting Trust.

Did the Form 4 report any cash transactions or share sales?

No; the transactions were equity grants and a trust deposit at a price of $0.