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Shutterstock (SSTK) agrees to $35M FTC settlement and subscription practice changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Shutterstock, Inc. has reached an agreement in principle with the Federal Trade Commission to settle an FTC enforcement action related to its subscription disclosure, enrollment and cancellation practices. The proposed Settlement Agreement, filed with a federal court, requires Shutterstock to pay $35 million and accept a permanent injunction and other relief.

The company will fund the entire payment from cash on hand in the second quarter of 2026 and will implement enhanced disclosures and changes to how customers sign up for and cancel subscriptions.

Positive

  • None.

Negative

  • Material settlement cost and injunction: Shutterstock agreed to a stipulated order requiring a $35 million payment to the FTC and a permanent injunction with other relief, representing a significant one-time cash outflow and ongoing constraints on its subscription-related practices.

Insights

Shutterstock faces a $35M FTC settlement plus mandated business practice changes.

Shutterstock agreed in principle to a Settlement Agreement with the FTC resolving allegations under Section 5 of the FTC Act and ROSCA. The agreement includes a permanent injunction, monetary judgment and other relief, indicating increased regulatory oversight of its subscription practices.

The company will pay $35 million from cash on hand during Q2 2026, creating an immediate one-time cash outflow. Shutterstock also must add disclosures and adjust enrollment and cancellation flows, which could modestly affect how it markets and structures subscriptions, though financial impact is not quantified here.

Because this resolves a federal regulatory action with a defined monetary cost and ongoing behavioral conditions, many investors are likely to view it as a materially negative but contained development, pending the court’s handling of the stipulated order.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
FTC settlement payment $35 million Monetary judgment to be paid to the FTC under the Settlement Agreement
Payment timing Q2 2026 Company intends to pay full $35 million from cash on hand during the second quarter of 2026
Complaint filing date May 13, 2026 Date FTC filed civil complaint in U.S. District Court against Shutterstock
Settlement agreement date May 13, 2026 Date parties reached agreement in principle and filed stipulated order with the Court
Civil Investigative Demand regulatory
"received a Civil Investigative Demand (a “CID”) from the Federal Trade Commission"
Section 5 of the Federal Trade Commission Act regulatory
"regarding its investigation into the Company’s disclosure and subscription enrollment and cancellation practices under Section 5 of the Federal Trade Commission Act"
Restore Online Shoppers’ Confidence Act regulatory
"under Section 5 of the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”)"
permanent injunction regulatory
"filed a stipulated order for permanent injunction, monetary judgment and other relief with the Court"
A permanent injunction is a final court order that requires a person or company to stop doing, or to do, a specific act indefinitely. Think of it like a referee issuing a long-term ban or mandate that changes what a business can sell, make, or how it operates; for investors it can alter future revenue, legal costs, asset value and the risk profile of a company, so it can materially affect stock value and investment decisions.
monetary judgment regulatory
"filed a stipulated order for permanent injunction, monetary judgment and other relief with the Court"
Understanding 8-K Material Events →
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): May 13, 2026

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 8.01
Other Events.

As previously disclosed, in August 2024, Shutterstock, Inc. (the “Company”) received a Civil Investigative Demand (a “CID”) from the Federal Trade Commission (the “FTC”) regarding its investigation into the Company’s disclosure and subscription enrollment and cancellation practices under Section 5 of the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”). The Company has cooperated throughout the investigation, and in January 2026 the FTC entered into discussions with management to resolve this matter.
 
On May 13, 2026, the FTC filed a civil complaint in the United States District Court for the Southern District of New York (the “Court”) against the Company alleging violations of Section 5 of the FTC Act and the ROSCA. Also on May 13, 2026, the parties reached an agreement in principle to settle the matter and the parties filed a stipulated order for permanent injunction, monetary judgment and other relief with the Court (the “Settlement Agreement”). The Settlement Agreement provides that the Company will pay $35 million to the FTC and the Company also agreed to provide additional disclosure regarding, and implement certain changes to, its subscription enrollment and cancellation practices. The Company intends to pay the full amount of the settlement from cash on hand during the second quarter of 2026.

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: May 14, 2026
By:
/s/ Rik Powell
 
 
Rik Powell
 
 
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Shutterstock (SSTK) disclose in its May 2026 8-K filing?

Shutterstock disclosed that the FTC filed a civil complaint alleging issues with its subscription practices and that both parties reached an agreement in principle to settle through a stipulated order for permanent injunction, monetary judgment and other relief filed with a federal court.

How much will Shutterstock (SSTK) pay under the FTC settlement?

Shutterstock agreed that the Settlement Agreement will require a payment of $35 million to the FTC. The company stated it intends to pay the full amount from cash on hand during the second quarter of 2026, making it a one-time cash outlay.

What business changes are required of Shutterstock in the FTC Settlement Agreement?

Under the Settlement Agreement, Shutterstock agreed to provide additional disclosure and implement certain changes to its subscription enrollment and cancellation practices. These updates are intended to address the FTC’s concerns about how customers are informed when signing up for and canceling subscriptions.

What laws were cited in the FTC’s complaint against Shutterstock (SSTK)?

The FTC’s civil complaint in federal court alleges violations of Section 5 of the Federal Trade Commission Act and the Restore Online Shoppers’ Confidence Act. These laws address unfair or deceptive practices and specific standards for online subscription offers and billing disclosures.

How is Shutterstock funding the $35 million FTC settlement payment?

Shutterstock stated it intends to pay the entire $35 million settlement amount from cash on hand during the second quarter of 2026. This indicates the company does not plan to raise external financing specifically for this payment, treating it as a direct cash use.

Filing Exhibits & Attachments

3 documents

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