Every 8-K that SHUTTERSTOCK, INC. (SSTK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SSTK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SSTK filings page.
Shutterstock, Inc. (SSTK) reports that its board of directors has appointed three new independent directors, Timothy Adams, Matthew Salzberg, and Michael Thompson, effective September 8, 2026. Adams and Salzberg are joining as Class II directors with terms expiring at the 2026 annual meeting of stockholders, while Thompson is joining as a Class III director with a term expiring at the 2027 annual meeting of stockholders.
The company states that each new director meets independence standards under SEC rules and NYSE listing requirements. The three bring backgrounds in public-company finance, venture and hedge fund investing, and technology and AI-focused businesses, including Salzberg’s role in building Blue Apron to approximately $910 million in annual revenue and more than 5,000 employees. The new directors will receive the same compensation as other non-employee directors, and Shutterstock will enter into its standard indemnification agreements with them.
Shutterstock, Inc. reported second-quarter 2026 revenue of $221.8 million, down 17% from a year earlier, with Content revenue of $165.7 million and Data, Distribution and Services revenue of $56.1 million. The company posted a net loss of $155.9 million (‑$4.25 per diluted share) versus net income of $29.4 million, largely due to a non‑cash $173.7 million goodwill impairment after the terminated merger, lower revenue, and charges related to investments, merger costs, legal contingencies and workforce optimization.
On a non‑GAAP basis, adjusted net income was $30.0 million or $0.82 per diluted share, and adjusted EBITDA was $65.1 million with a 29.3% margin, both below prior‑year levels. Cash and cash equivalents were $133.2 million, after a $35.0 million FTC settlement payment; adjusted free cash flow improved to $28.5 million. Subscribers fell to 951,000 and paid downloads to 98.7 million, while average revenue per customer rose to $292. Management highlighted over $70 million of annualized cost reductions already taken and is targeting an additional $60 million by year‑end, and it will not host the planned August 6 earnings call or issue guidance for the remainder of 2026 pending a strategic update.
Shutterstock, Inc. reported that Chief Accounting Officer Steven Ciardiello has decided to resign, effective August 28, 2026, following a transition period. The company states that his resignation is not due to any disagreement regarding operations, policies or practices, and it has begun a search for a successor.
The Board of Directors resolved at its July 20, 2026 meeting to suspend future quarterly cash dividends. The Board cites an ongoing review of capital-allocation priorities and a focus on deploying capital for long-term value, including reducing debt, minimizing interest expense and strengthening financial flexibility. Any future dividends will be at the Board’s discretion, based on operating results, financial condition, capital needs, contractual restrictions, law and other relevant factors.
Shutterstock, Inc. reported that Paul J. Hennessy has stepped down as Chief Executive Officer and as a member of the Board, effective immediately, with the company stating his departure is not due to any disagreement over operations, policies, or practices. He will remain in a non-executive advisory role through August 7, 2026 to support the transition.
The Board appointed Rik Powell, currently Chief Financial Officer, as Interim Chief Executive Officer while he continues in the CFO role. For this interim assignment, he will receive $75,000 in additional cash compensation per month and a one-time grant of restricted stock units valued at $450,000, which will cliff vest six months after his appointment if he remains employed and is not terminated for cause or a voluntary leaver before that date.
The Board plans to begin a search for a permanent CEO and is planning to engage a strategic advisor to help define its go-forward strategy following termination of the merger agreement with Getty Images. The company highlighted these changes in a press release and noted its second quarter 2026 earnings call is scheduled for August 6, 2026 at 8:30 a.m. ET.
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.
Shutterstock, Inc. reports that Getty Images’ board has decided not to continue the U.K. Competition and Markets Authority–supervised process to sell Shutterstock’s editorial business, which had been required for regulatory clearance of their previously announced merger.
Getty Images also stated in its own disclosure that its board unanimously resolved to terminate the Agreement and Plan of Merger following the passage of the Second Extended End Date on July 6, 2026, assuming no material change in circumstances before July 7, 2026. Shutterstock’s CEO Paul Hennessy emphasized the company’s history as a standalone business, citing strong cash resources, modest leverage and robust free cash flow as support for continued investment in products, customers and employees. Shutterstock plans to share further details on its business and strategic plans in its second-quarter earnings release.
Shutterstock, Inc. reports that the UK Competition and Markets Authority has issued its final report in the Phase 2 review of Shutterstock’s proposed merger with Getty Images Holdings, Inc. The filing mainly provides extensive cautionary language about forward-looking statements related to the transaction and regulatory approvals.
It also reminds investors that detailed information about the merger, including risks, is contained in Getty Images’ effective Form S-4 registration statement and the joint information statement and proxy statement/prospectus, as well as each company’s Form 10-K for the year ended December 31, 2025.
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.
Shutterstock, Inc. reported a weak first quarter of 2026, with revenue falling 18% year over year to $199.2 million. The company swung from net income of $18.7 million a year earlier to a net loss of $47.6 million, or $1.34 per diluted share, as revenue declined while operating costs did not fall at the same pace.
Adjusted results also softened: adjusted net income dropped to $20.7 million and adjusted EBITDA to $42.7 million, with margin compressing to 21.4%. Content revenue decreased 12% to $178.1 million, while Data, Distribution, and Services revenue fell 47% to $21.0 million.
The company recorded $15.3 million of unrealized losses on its Meitu investment, $28.0 million of legal contingency expenses, and $6.1 million of workforce optimization costs. Cash and equivalents were $162.5 million as of March 31, 2026, down $15.7 million from year-end, after paying a quarterly dividend of $0.36 per share.
Shutterstock also updated its pending merger with Getty Images. U.S. antitrust review under the HSR Act has been cleared without conditions, but the U.K. CMA has provisionally found a potential “substantial lessening of competition” in U.K. editorial content and indicated that divesting the Rex Features, Backgrid and Splash News businesses would likely address its concerns. The CMA’s statutory deadline for a final report is June 14, 2026, and Shutterstock reiterated its commitment to pursuing the merger.
Shutterstock, Inc. announced that its Board of Directors declared a cash dividend of $0.36 per common share. The dividend will be paid on June 18, 2026 to shareholders who are on record as of June 4, 2026. This continues the company’s practice of returning cash to shareholders through regular dividends.
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.
Shutterstock describes how the UK Competition and Markets Authority has issued a provisional decision on its proposed merger with Getty Images. The authority does not expect the deal to create competition issues in the global stock content market but has provisionally found possible harm in the UK editorial market.
The company states it disagrees with the CMA’s concerns about a “substantial lessening of competition” in UK editorial content and argues the analysis does not reflect actual market conditions or alternatives for customers. Shutterstock plans to respond within the CMA’s timeline and continues to cooperate with the U.S. Department of Justice as its separate review of the merger progresses.
Shutterstock, Inc. reported full-year 2025 revenue of $989.9 million, up 6% from 2024, with net income of $45.5 million and adjusted EBITDA of $271.8 million, reflecting a 27.5% margin. Growth was driven by its Data, Distribution, and Services business and a full-year contribution from Envato.
Results weakened in the fourth quarter: revenue fell 12% year over year to $220.2 million, and the company posted a net loss of $16.0 million, while adjusted EBITDA declined 21% to $46.8 million. Subscriber revenue and paid downloads also trended lower versus the prior year.
Cash and cash equivalents increased to $178.2 million at December 31, 2025, supported by $166.7 million of net cash from operating activities and adjusted free cash flow of $149.5 million. Shutterstock paid $0.33 per share in quarterly dividends in Q4 and has declared a $0.36 per-share dividend payable in March 2026. The company continues to pursue its previously announced merger of equals with Getty Images, which remains subject to regulatory approvals and other customary closing conditions.
Shutterstock, Inc. announced that its Board of Directors has declared a cash dividend of $0.36 per common share. The dividend will be paid on March 19, 2026 to shareholders who are on record as of March 5, 2026. This payment provides direct cash returns to holders of Shutterstock’s common stock on those key dates.
Shutterstock, Inc. held its Annual Meeting of Stockholders on December 22, 2025, with a quorum present as 31,293,114 of 35,520,353 outstanding common shares were represented in person or by proxy as of the November 19, 2025 record date.
Stockholders elected three Class III directors — Jonathan Oringer, Rachna Bhasin, and Jaime Teevan — to serve until the 2028 Annual Meeting of Stockholders or until earlier departure events. Support ranged from about 28.3 million to 29.0 million votes “for” each nominee, with broker non-votes of 2,131,887 on each director proposal.
Stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, with 24,891,023 votes for, 4,240,770 against, 29,434 abstentions, and 2,131,887 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 31,007,244 votes for, 280,835 against, and 5,035 abstentions.
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.
Shutterstock, Inc. scheduled its 2025 annual meeting of stockholders for December 22, 2025, with a record date of November 19, 2025. The company set November 16, 2025 (5:00 p.m. ET) as the deadline for stockholder proposals under Rule 14a-8, as well as the cutoff for other bylaw proposals and director nominations, including notices intended for use with a universal proxy card. Further details on attendance and format will appear in the proxy statement.
The Board also declared a cash dividend of $0.33 per common share, payable on December 18, 2025 to shareholders of record as of December 4, 2025. These actions outline key governance timelines and a routine capital return ahead of the meeting.
Shutterstock, Inc. furnished a Form 8‑K announcing it issued a press release with financial results for the fiscal period ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference.
Per General Instruction B.2 of Form 8‑K, the information (including Exhibit 99.1) is furnished and not deemed filed, and is also referenced under Item 7.01.
Shutterstock (SSTK) reported a regulatory update on its merger with Getty Images. The UK Competition and Markets Authority has referred the proposed combination to a Phase 2 review. Getty Images had offered comprehensive remedies to avoid this step. The company expressed disappointment with the decision but remains committed to the merger and will continue engaging with the CMA alongside Getty Images to secure the necessary clearances.
The communication also notes prior procedural milestones: Getty Images’ registration statement on Form S-4, which includes the information statement and proxy statement/prospectus, was declared effective on April 30, 2025. Investors can access these materials and related documents via the SEC and both companies’ investor relations websites.
Shutterstock, Inc. notified investors that it has waived a financing-related closing condition in its proposed merger with Getty Images. The companies agreed on September 18, 2025 to remove the requirement that Getty Images amend or refinance certain existing term loans and senior notes to maturities no earlier than February 19, 2028, so that this condition is no longer required to close the merger.
The filing also notes that in February 2025 Getty Images refinanced its term loans by incurring a new $580 million five-year U.S. dollar term facility and a new €440 million five-year euro term facility. The report reiterates forward-looking risk disclosures about regulatory approvals, integration risks, financing risks and other factors that could affect completion of the merger.