DOJ clears Shutterstock (NYSE: SSTK) and Getty Images merger plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Shutterstock, Inc. filed an 8-K to report that the U.S. Department of Justice has completed its review of the proposed merger of equals between Shutterstock and Getty Images Holdings, Inc., and the Hart-Scott-Rodino waiting period has expired without conditions. This unconditional U.S. antitrust clearance is a key regulatory milestone for the deal.
The companies expect the merger to generate substantial cost and investment synergies across SG&A and CAPEX after closing. Regulatory review continues in other jurisdictions, including a Phase 2 investigation by the UK Competition and Markets Authority, with a final CMA decision due by April 19.
Positive
- DOJ unconditional clearance: The U.S. Department of Justice concluded its review and allowed the Hart-Scott-Rodino waiting period to expire without conditions for the Shutterstock–Getty Images merger, removing a major U.S. antitrust hurdle.
Negative
- None.
Insights
Unconditional U.S. antitrust clearance materially advances the Shutterstock–Getty Images merger.
The U.S. Department of Justice allowed the Hart-Scott-Rodino waiting period to expire without conditions for the proposed Shutterstock–Getty Images merger of equals. This removes a major U.S. antitrust hurdle, which is often one of the most significant approvals for large, overlapping digital content platforms.
Management highlights expectations of substantial SG&A and CAPEX synergies following close, signaling a focus on cost efficiency and reinvestment. However, completion still depends on remaining approvals, notably the UK Competition and Markets Authority’s Phase 2 review with a final decision due by
Overall, the event is strategically positive because a key regulator has granted unconditional clearance, but the ultimate outcome continues to hinge on non-U.S. regulators, especially the CMA. Subsequent disclosures around those processes will determine whether the merger can proceed to closing on the terms described.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
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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) | |||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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| 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 February 23, 2026, Shutterstock, Inc. (“Shutterstock”) and Getty Images Holdings, Inc. (“Getty Images”) issued a press release (“Press Release”) announcing that the United States Department of Justice (DOJ) concluded its review of the previously announced merger and the applicable waiting period under the Hart-Scott-Rodino Act has expired, without conditions.
A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||
99.1 | Press Release issued by Shutterstock Inc. and Getty Images Holdings, Inc., dated February 23, 2026. | |||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
Cautionary Note Regarding Forward-Looking Statements
The statements in this document, and any related oral statements, 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 document relate to, among other things, obtaining applicable regulatory approvals on a timely basis or otherwise. A more fulsome discussion of the risks related to the proposed transaction has been included in the 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, in the case of Getty Images for the fiscal year ended December 31, 2024 and in the case of Shutterstock for the fiscal year ended December 31, 2025 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
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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 Shutterstock’s website at investor.shutterstock.com or by contacting Shutterstock’s Investor Relations department by email at IR@Shutterstock.com.
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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: February 23, 2026 | By: | /s/ Rik Powell | ||||||
| Rik Powell | ||||||||
| Chief Financial Officer | ||||||||
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Getty Images and Shutterstock Receive Unconditional Antitrust Clearance from U.S. Department of Justice for Proposed Merger February 23, 2026 1:30 PM EST NEW YORK, February 23, 2026 — Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images”) and Shutterstock, Inc. (NYSE: SSTK) announced today that the United States Department of Justice (DOJ) has concluded its review of the companies’ proposed merger of equals and the applicable waiting period under the Hart-Scott-Rodino Act has expired, without conditions. “We are very pleased with the DOJ’s decision in recognizing the merits of this transaction,” said Craig Peters, CEO, Getty Images. “With today’s DOJ clearance, we take a significant step forward in bringing together these two companies and unlocking opportunities to strengthen our financial foundation and invest in our future.” Added Paul Hennessy, CEO, Shutterstock, “By combining our complementary strengths, we will be able to deliver even better service and support for customers and contributors over time. We will continue to work alongside Getty Images to secure the remaining necessary approval for this transaction.” The merger transaction is expected to deliver substantial synergies across SG&A and CAPEX following close. Prior to the DOJ’s decision, in the United Kingdom, the Competition and Markets Authority (CMA) issued its interim report on February 19 as part of the ongoing Phase 2 review. Getty Images and Shutterstock are actively engaged with the CMA ahead of the CMA’s final decision due by April 19, to further the CMA’s understanding of the Editorial market and how the merger enhances the combined company’s ability to serve customers, contributors, and partners in a highly competitive marketplace. Based on the merits of the transaction and market realities, Getty Images and Shutterstock remain hopeful that the CMA will reach a conclusion consistent with the DOJ and other regulators around the globe. ENDS About Getty Images Getty Images (NYSE: GETY) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. Getty Images works with almost 600,000 content creators and more than 355 content partners to deliver this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with millions of images dating back to the beginning of photography. Through its best-in-class creative library and Custom Content solutions, Getty Images helps customers elevate their creativity and entire end-to-end creative process to find the right visual for any need. With the adoption and distribution of generative AI technologies and tools trained on permissioned content that include indemnification and perpetual, worldwide usage rights, Getty Images and iStock customers can use text to image generation to ideate and create commercially safe compelling visuals, further expanding Getty Images capabilities to deliver exactly what customers are looking for. For Getty Images news and announcements, visit Getty Images’ Newsroom. 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 one of the world's largest and most diverse collections 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. Forward-Looking Statements The statements in this press release, and any related oral statements, 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 on a timely basis or otherwise. A more fulsome discussion of the risks related to the proposed transaction has been included in the 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, in the case of Getty Images for the fiscal year ended December 31, 2024 and in the case of Shutterstock for the fiscal year ended December 31, 2025 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 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 Shutterstock’s website at investor.shutterstock.com or by contacting Shutterstock’s Investor Relations department by email at IR@Shutterstock.com. About Shutterstock, Inc. 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. Press Contact Lori Rodney press@shutterstock.com 917-563-4991
FAQ
What did the DOJ decide about Shutterstock (SSTK) and Getty Images’ proposed merger?
The U.S. Department of Justice completed its review of the Shutterstock–Getty Images merger and allowed the Hart-Scott-Rodino waiting period to expire without conditions. This means the DOJ granted unconditional U.S. antitrust clearance, a key step toward potentially closing the proposed merger of equals.
How significant is DOJ clearance for the Shutterstock and Getty Images merger?
DOJ clearance is highly significant because it removes a primary U.S. antitrust obstacle to combining Shutterstock and Getty Images. The waiting period under the Hart-Scott-Rodino Act expired without conditions, which supports management’s expectation of realizing substantial SG&A and CAPEX synergies after the transaction closes, subject to remaining approvals.
What regulatory reviews still remain for the Shutterstock–Getty Images merger?
Regulatory review continues outside the United States, including a Phase 2 investigation by the UK Competition and Markets Authority. The CMA issued an interim report on February 19 and has a final decision deadline of April 19, which remains a crucial milestone for the proposed merger’s completion.
What synergies do Shutterstock and Getty Images expect from their proposed merger?
The companies state that the merger transaction is expected to deliver substantial synergies across SG&A and CAPEX following close. These efficiencies are intended to strengthen the combined company’s financial foundation and support future investments, though actual results depend on execution and successful completion of all remaining regulatory steps.
What prior SEC filings relate to the Shutterstock–Getty Images merger?
In connection with the merger, Getty Images filed a registration statement on Form S-4 on March 31, 2025, later amended on April 28, 2025. The registration was declared effective on April 30, 2025, and Getty Images filed a final prospectus the same day, forming the information statement and proxy statement/prospectus.
Where can investors find more detailed information about the Shutterstock–Getty Images transaction?
Investors can access the information statement and proxy statement/prospectus and related filings on the SEC’s website at www.sec.gov. Getty Images’ documents are also available via investors.gettyimages.com, while Shutterstock’s filings can be found at investor.shutterstock.com or requested from each company’s investor relations contacts.
Filing Exhibits & Attachments
4 documents
Shutterstock Inc
NYSE:SSTK
SSTK Rankings
SSTK Latest News
SSTK Latest SEC Filings
Feb 19, 2026
[8-K] Shutterstock, Inc. Reports Material Event
Feb 17, 2026
[10-K] Shutterstock, Inc. Files Annual Report
Feb 17, 2026
[8-K] Shutterstock, Inc. Reports Material Event
Jan 27, 2026
[8-K] Shutterstock, Inc. Reports Material Event
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