What changed in this filing

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Item 1. Business

2026-02-17 compared with 2025-02-25 · 35 added, 35 removed, 299 unchanged (19% of the section changed)

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(b) A number of shares of Getty Images common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units).

Each holder of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder:

(a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock;

Each holder of shares of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder:

(a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock (a “Mixed Election”);

(b) Cash consideration of $28.8487;

The closing of the Merger is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images’ existing debt obligations.

If no election is made by a holder, each of such holder’s shares of Shutterstock common stock shall be treated as having made a Mixed Election.

A majority of Shutterstock stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders held on June 10, 2025 (the “ Shutterstock Stockholder Approval ”).

The Merger is subject to the satisfaction of customary closing conditions, further described below, including receipt of required regulatory approvals.

Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.

The closing of the Merger is subject to the satisfaction or waiver of certain closing conditions, including:

• the Shutterstock Stockholder Approval, which condition was subsequently satisfied as described above, and the Getty Images stockholder approval, which condition was subsequently satisfied by the Getty Images stockholder written consent;

• Getty Images’ registration statement on Form S-4 to be filed in connection with the Merger having become effective and the mailing of an information statement to Getty Images stockholders at least 20 business days prior to the closing, which condition was subsequently satisfied on April 30, 2025;

• absence of any order, injunction or other order or law in certain jurisdictions prohibiting the Merger or making the closing of the Merger illegal;

• expiration of the applicable waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other regulatory approvals deemed necessary or advisable including but not limited to the U.K.

Competition and Markets Authority (the “CMA”).

On April 2, 2025, the Company and Getty Images each received a Request for Additional Information and Documentary Material from the U.S.

Department of Justice (“DOJ”) in connection with the Merger and on November 3, 2025, the Company announced that the CMA has referred the Merger to a Phase 2 review process.

The Company remains committed to the proposed Merger and will continue to engage with the DOJ and the CMA and work with Getty Images to expeditiously secure the necessary clearances;

• shares of Getty Images common stock to be issued in connection with the Merger having been approved for listing on the NYSE;

• accuracy of each party’s representations and warranties, subject to certain standards set forth in the Merger Agreement;

• performance and compliance in all material respects of each party’s agreements and covenants under the Merger Agreement;

• absence of any Getty Images material adverse effect or Shutterstock material adverse effect, as applicable and subject to the definitions thereof in the Merger Agreement;

• delivery of an opinion of tax counsel that the Second Merger and the Third Merger as defined in the Merger Agreement, taken together, will qualify as a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended;

• Getty Images having amended or otherwise refinanced its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028.

On September 18, 2025, the Company and Getty Images agreed to waive this condition such that it is no longer a condition to the Merger.

Our Content Offering

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Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial.

Envato, which was acquired by the Company on July 22, 2024, also offers a variety of digital assets and templates.

Pond5 is a video-first content marketplace which expands the Company’s content offerings across footage, image and music.

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PremiumBeat offers exclusive high-quality music tracks and provides producers, filmmakers and marketers the ability to search handpicked production music from the world’s leading composers.

Splash News and Backgrid, which was acquired on February 1, 2024, provide editorial image and video content across celebrity and red carpet events.

Splash News provides editorial image and video content across celebrity and red carpet events.

Bigstock maintains a separate content library tailored for creators seeking to incorporate cost-effective imagery into their projects.

Our Offset brand provides authentic and exceptional content for high-impact use cases that require extraordinary images, featuring work from top assignment photographers and illustrators from around the world.

Envato provides enhanced digital creative assets and templates.

For customers seeking specialized solutions, Shutterstock Studios extends our offerings by providing custom, high-quality content matched with production tools and services at scale, leveraging assets from all brands or creating new assets as required.

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Our metadata customer base ranges from large technology and media companies to smaller start-up organizations.

In 2023, we acquired Giphy, Inc.

Giphy is a content platform that allows users to personalize casual conversations with GIFs, and generates billions of monthly impressions through over 14,000 API partners.

We believe customers in all industries will look to use Giphy in marketing campaigns as another advertising outlet.

Our Data, Distribution, and Services offering also includes high-quality production and custom content at scale provided by Shutterstock Studios (“Studios”).

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We offer a whole spectrum of services at pre-production, production, live production and post-production stages.

2024 Acquisitions

Backgrid USA, Inc.

and Backgrid London LTD

On February 1, 2024, the Company completed its acquisition of all of the outstanding shares of Backgrid USA, Inc.

and Backgrid London LTD, (collectively, “Backgrid”), for approximately $20 million, subject to customary working capital adjustments.

The total purchase price was paid with existing cash on hand.

Backgrid supplies media organizations with real-time celebrity content.

The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering of editorial images and footage across celebrity, red carpet and live-events.

Envato Pty Ltd.

On July 22, 2024, the Company completed its acquisition of Envato Pty Ltd.

(“Envato”) pursuant to a Share Purchase Agreement (the “Purchase Agreement”) entered into on May 1, 2024, to acquire all of the issued and outstanding capital stock of Envato.

The aggregate consideration paid by the Company, after customary working capital and other adjustments in accordance with the terms of the Purchase Agreement, was approximately $250 million.

The addition of Envato has:

• Complemented Shutterstock’s existing offering with Envato Elements, a leading unlimited multi-asset subscription offering,

• Expanded Shutterstock’s reach within faster growing audiences such as freelancers, hobbyists, small businesses and agencies,

• Increased Shutterstock’s Content revenue from video, audio, graphics, fonts and templates, and

• Further diversified Shutterstock into new content types including code & web themes, product mock-ups, fonts and templates (e.g.

Slides, PowerPoint, Keynote, WordPress, video, designs for social posts, gaming, podcasts and print-on-demand).

Our Marketplace

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We also maintain an API driven infrastructure, enabling integration of our content platform with various other software tools and services, which enables businesses, and their customers, to gain access to our content without leaving their platform.

We also develop and continuously invest in contributor-facing web properties, which operate in 29 languages and enable individuals and creative professionals to become contributors, upload and tag content, receive feedback on their submissions from our review team, see reports on earnings and payouts, and participate in online discussion forums with other contributors, among other activities.

We also develop and continuously invest in contributor-facing web properties, which operate in 23 languages and enable individuals and creative professionals to become contributors, upload and tag content, receive feedback on their submissions from our review team, and see reports on earnings and payouts, among other activities.

We have also developed proprietary tools to enable our contributors to improve their success on our web properties, including our keyword trends tool that allows contributors to see what terms customers are searching for and how those search terms are trending over time, which, in turn, allows contributors to anticipate demand and generate content that customers may want to license.

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• The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations.

• The European Union General Data Protection Regulation (“GDPR”), which governs how we can collect and process the personal data of, primarily, European Union residents.

• The California Consumer Privacy Act of 2018 (“CCPA”), which governs how we can collect and process the personal data of California residents.

• The European Union General Data Protection Regulation (“EU GDPR”) and UK General Data Protection Regulation or (“UK GDPR”), which governs how we can collect and process the personal data of, primarily, European Union residents.

The EU GDPR and UK GDPR are herein collectively referred to as GDPR.

• The California Consumer Privacy Act of 2018 (“CCPA”), and other US state data privacy laws, which governs how we can collect and process the personal data of residents in California and other states.

• The EU AI Act of 2024, which will be implemented in phases from August 2026 through December 2030, and other jurisdictions that are considering similar legislation.

In particular, we are subject to U.S.

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In addition, from a taxation perspective, there are applicable and potential government regulatory matters that may impact us.

In particular, certain provisions of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) have had and will continue to have a significant impact on our financial position and results of operations.

In particular, certain provisions of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) and “One Big Beautiful Bill Act”, or “OBBBA” have had and will continue to have a significant impact on our financial position and results of operations.

The TCJA continues to be subject to further regulatory interpretation and technical corrections by the U.S.

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brand recognition and reputation;

the effective use of current and emerging technology;

the effective use of current and emerging technology, including artificial intelligence (“AI”) and generative AI;

the global nature of our interfaces and marketing efforts, including the degree of localization;

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Some of our currently and potentially significant competitors include:

• other online platforms that feature marketplaces for stock content such as Getty Images and its iStockphoto offering, AdobeStock, Freepik and Storyblocks;

• other online platforms that feature marketplaces for stock content such as Getty Images and its iStockphoto offering, AdobeStock, Freepik, 123RF, Dreamstime and Storyblocks;

• specialized visual content companies that are established in local, content or product-specific market segments, such as Visual China Group;

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• websites focused on providing creative workflow tools such as Adobe, Canva, Picsart and Bending Spoons;

• AI companies and generative AI tools, including Midjourney, Dall-E, Stable Diffusion, and Gemini, among others;

• websites focused on image search and discovery such as Google Images;

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• commissioned photographers and photography agencies.

In addition, we compete with the alternative of creating one’s own content or choosing not to consume licensed content due to price considerations or because the user is not aware of how to access licensed content.

In addition, we compete with the alternative of creating one’s own content (including customer’s in-house solutions) or choosing not to consume licensed content due to price considerations or because the user is not aware of how to access licensed content.

Human Capital

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Our Total Rewards program focuses on developing and implementing policies and programs that support our business goals, maintain competitiveness, promote shared fiscal responsibility among the Company and our employees, strategically align talent within our organization and reward performance, while also managing the costs of such policies and programs.

Through our Total Rewards program, we provide our employees with competitive fixed and/or variable pay, and for eligible employees we currently provide access to medical, dental and life insurance benefits, disability coverage, a 401(k) plan, equity-based compensation and employee assistance programs, among other benefits.

other benefits.

We encourage employee engagement through regular employee events, productive communication, our global recognition program and by creating a culture of belonging.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business