STOCK TITAN

Shutterstock (SSTK) chair exercises PSUs, 49,987 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shutterstock, Inc. executive chairman Jonathan Oringer reported a series of equity compensation transactions. He exercised performance-based restricted stock units into 143,700 shares of common stock, reflecting previously granted awards tied to adjusted EBITDA margin and revenue growth performance thresholds.

The company withheld 49,987 shares of common stock at $16.51 per share to cover tax obligations associated with these equity awards, and Oringer’s direct common stock holdings reported after the transactions were 10,925,568 shares. He also received a grant of 15,197 new restricted stock units that are scheduled to vest on April 1, 2027, subject to his continued employment.

Positive

  • None.

Negative

  • None.
Insider Oringer Jonathan
Role EXECUTIVE CHAIRMAN
Type Security Shares Price Value
Exercise Performance-based Restricted Stock Unit 18,900 $0.00 --
Exercise Performance-based Restricted Stock Unit 37,789 $0.00 --
Exercise Performance-based Restricted Stock Unit 87,011 $0.00 --
Exercise Common Stock 18,900 $0.00 --
Tax Withholding Common Stock 4,625 $16.51 $76K
Exercise Common Stock 37,789 $0.00 --
Tax Withholding Common Stock 11,123 $16.51 $184K
Exercise Common Stock 87,011 $0.00 --
Tax Withholding Common Stock 34,239 $16.51 $565K
Grant/Award Restricted Stock Unit 15,197 $0.00 --
Holdings After Transaction: Performance-based Restricted Stock Unit — 0 shares (Direct); Common Stock — 10,850,755 shares (Direct); Restricted Stock Unit — 15,197 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. RSU award granted on April 1, 2026 that vests April 1, 2027, subject to the Reporting Person's continued employment on such vesting date. Each Performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock. PSU award granted on April 3, 2023 that vests in three equal annual installments beginning April 1, 2024, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement. PSU award granted on April 1, 2024 that vests in three equal annual installments beginning April 1, 2025, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement. PSU award granted on April 1, 2025 that vests April 1, 2026, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
PSU exercises 143,700 shares Performance-based RSUs converted into common stock on April 2, 2026
Tax-withholding shares 49,987 shares Common stock withheld at $16.51 per share for tax obligations
Tax-withholding price $16.51 per share Price applied to F-code tax-withholding dispositions
Post-transaction holdings 10,925,568 shares Direct Shutterstock common stock held after April 2, 2026 transactions
New RSU grant 15,197 units RSUs granted April 1, 2026, vesting April 1, 2027
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance-based RSU financial
"Each Performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock."
Performance-based RSUs are promises to deliver company stock to employees only if the firm or the individual meets preset financial or operational targets; they convert into actual shares when those goals are achieved. For investors, they matter because they link pay to results—shaping management incentives, affecting future share count and earnings reports, and signaling how confident leadership is about hitting measurable milestones (think of a bonus that only pays out if sales or profit goals are reached).
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
adjusted EBITDA margin financial
"contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Compensation Committee confirmation financial
"Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Oringer Jonathan

(Last)(First)(Middle)
C/O SHUTTERSTOCK, INC.
350 FIFTH AVENUE, 20TH FLOOR

(Street)
NEW YORK NEW YORK 10118

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Shutterstock, Inc. [ SSTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
EXECUTIVE CHAIRMAN
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/02/2026M18,900A$010,850,755D
Common Stock04/02/2026F4,625D$16.5110,846,130D
Common Stock04/02/2026M37,789A$010,883,919D
Common Stock04/02/2026F11,123D$16.5110,872,796D
Common Stock04/02/2026M87,011A$010,959,807D
Common Stock04/02/2026F34,239D$16.5110,925,568D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/01/2026A15,19704/01/2027 (2)Common Stock15,197$015,197D
Performance-based Restricted Stock Unit(3)04/02/2026M18,90004/01/2026 (4)Common Stock18,900$00D
Performance-based Restricted Stock Unit(3)04/02/2026M37,78904/01/2026 (5)Common Stock37,789$036,407D
Performance-based Restricted Stock Unit(3)04/02/2026M87,01104/01/2026 (6)Common Stock87,011$00D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. RSU award granted on April 1, 2026 that vests April 1, 2027, subject to the Reporting Person's continued employment on such vesting date.
3. Each Performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
4. PSU award granted on April 3, 2023 that vests in three equal annual installments beginning April 1, 2024, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
5. PSU award granted on April 1, 2024 that vests in three equal annual installments beginning April 1, 2025, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
6. PSU award granted on April 1, 2025 that vests April 1, 2026, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
/s/ John Lapham, Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)