STOCK TITAN
  1. Home
  2. Sec-filings
  3. SSTK
  4. [8-K] Shutterstock, Inc. Reports Material Event

Shutterstock (NYSE: SSTK) ends Getty Images merger after U.K. CMA conditions

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

Rhea-AI Filing Summary

Shutterstock, Inc. disclosed that its previously announced merger with Getty Images Holdings, Inc. has been terminated. The companies had entered into a Merger Agreement on January 6, 2025. The U.K. Competition and Markets Authority required a sale of Shutterstock’s editorial business as a condition for clearance.

On June 30, 2026, Getty Images announced its board had unanimously resolved not to proceed with a sale of Shutterstock’s editorial business under CMA supervision and to terminate the Merger Agreement following the passage of the Second Extended End Date on July 6, 2026, absent any material change. The Merger Agreement was formally terminated on July 7, 2026.

Positive

  • None.

Negative

  • Termination of planned Getty Images merger: The Agreement and Plan of Merger dated January 6, 2025 was terminated on July 7, 2026 after Getty Images’ board declined to pursue the CMA-required sale of Shutterstock’s editorial business, removing a previously anticipated strategic transaction.

Insights

Shutterstock’s planned merger with Getty Images has been terminated after U.K. regulatory conditions proved unacceptable.

The disclosure shows that Shutterstock and Getty Images could not complete their Agreement and Plan of Merger dated January 6, 2025. The U.K. Competition and Markets Authority required a sale of Shutterstock’s editorial business as a condition for clearing the transaction.

On June 30, 2026, Getty Images’ board unanimously resolved not to pursue that sale under CMA supervision and to terminate the Merger Agreement after the Second Extended End Date on July 6, 2026, assuming no change in circumstances. The agreement was ultimately terminated on July 7, 2026.

This is a material change versus the prior expectation that Shutterstock would combine with Getty Images. Future disclosures in company filings may outline any standalone strategic or financial implications for Shutterstock following the termination.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Merger Agreement date January 6, 2025 Date Shutterstock and Getty Images entered the Agreement and Plan of Merger
Second Extended End Date July 6, 2026 Contractual end date referenced for potential termination
Merger termination date July 7, 2026 Date the Merger Agreement between Shutterstock and Getty Images was terminated
Getty board resolution date June 30, 2026 Date Getty Images’ board resolved not to pursue the CMA-supervised sale
Filing signature date July 8, 2026 Date CFO Rik Powell signed the report for Shutterstock
Material Definitive Agreement regulatory
"Item 1.02 Termination of a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Competition and Markets Authority regulatory
"the U.K. Competition and Markets Authority (the “CMA”) conditioned its required clearance"
The Competition and Markets Authority is an independent government regulator that enforces rules to keep markets competitive, reviews mergers, and investigates unfair business practices. Think of it as a referee for the economy: its decisions can block or change deals, impose fines, or force companies to change how they operate, which can directly affect a company’s value, deal certainty, and investors’ expectations about future profits.
Second Extended End Date financial
"following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026"
editorial business financial
"upon a sale of the Company’s editorial business."
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What did Shutterstock (SSTK) announce regarding its merger with Getty Images?
Shutterstock reported that its Merger Agreement with Getty Images, originally signed on January 6, 2025, has been terminated. The decision followed Getty Images’ board resolving not to pursue a required sale of Shutterstock’s editorial business under U.K. regulatory supervision.

Why was the Shutterstock (SSTK) and Getty Images merger terminated?
The U.K. Competition and Markets Authority conditioned approval on a sale of Shutterstock’s editorial business. Getty Images’ board unanimously resolved on June 30, 2026 not to proceed with that sale under CMA supervision, leading to termination of the Merger Agreement on July 7, 2026.

When did Shutterstock’s Merger Agreement with Getty Images end?
The Merger Agreement, entered into on January 6, 2025, was terminated on July 7, 2026. Getty Images had indicated it would terminate the deal after the Second Extended End Date of July 6, 2026, absent any material change in circumstances before July 7, 2026.

What role did the U.K. Competition and Markets Authority play in the Shutterstock merger outcome?
The U.K. Competition and Markets Authority reviewed the proposed merger and conditioned clearance on selling Shutterstock’s editorial business. Getty Images chose not to proceed with that sale under CMA supervision, and this decision led directly to termination of the Merger Agreement.

What board decision did Getty Images make affecting Shutterstock (SSTK)?
On June 30, 2026, Getty Images announced its board unanimously resolved not to pursue the CMA-supervised sale of Shutterstock’s editorial business and to terminate the Merger Agreement after July 6, 2026, assuming no material change, resulting in termination on July 7, 2026.

Who signed Shutterstock’s report on the merger termination?
The report was signed on behalf of Shutterstock by Chief Financial Officer Rik Powell. The signature block shows Rik Powell executing the document for the company, dated July 8, 2026, consistent with standard practice for authorized officer signatures on such disclosures.
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 7, 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. ☐
 
1
 
Item 1.02
Termination of a Material Definitive Agreement.
 
As previously announced, on January 6, 2025, Shutterstock, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Getty Images Holdings, Inc. (“Getty Images”), the Company and certain other parties. After reviewing the proposed merger, the U.K. Competition and Markets Authority (the “CMA”) conditioned its required clearance of the transactions contemplated by the Merger Agreement upon a sale of the Company’s editorial business.
 
On June 30, 2026, Getty Images filed a Current Report on Form 8-K announcing that its Board of Directors unanimously resolved (a) not to proceed with the process to sell the Company’s editorial business under the supervision of the CMA, and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026.
 
On July 7, 2026, the Merger Agreement was terminated.
 
2
 
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: July 8, 2026 By:
/s/ Rik Powell
   
Rik Powell
   
Chief Financial Officer
 
 
 
0001549346 false 0001549346 2026-07-07 2026-07-07

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents