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Risks Related to the Proposed Merger with Getty Images (the “Merger”)
−Removed: • Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger could negatively affect our business, financial condition and results of operations.
+Added: • Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger.
• Failure to complete the Merger could trigger the payment of a termination fee, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees.
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• We may be unable to retain personnel successfully while the Merger is pending or after the Merger is completed.
−Removed: • We may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
+Added: • Complaints have been filed against us and our board of directors, and we and Getty Images have received demand letters, in connection with the Merger.
+Added: In addition, we may become subject to lawsuits relating to the Merger.
Risks Related to Industry Dynamics and Competition
• The success of our business depends on our ability to continue to attract and retain customers of, and contributors to, our creative platform.
−Removed: If customers reduce or cease their spending with us, or if content contributors reduce or end their participation on our platform, our business will be harmed.
−Removed: • The industry in which we operate is highly competitive with low barriers to entry and if we do not compete effectively, our operating results could suffer.
+Added: • The industry in which we operate is highly competitive with low barriers to entry.
• Our marketing efforts to acquire new, and retain existing customers may not be effective or cost-efficient, and may be affected by external factors beyond our control.
−Removed: • If we cannot continue to innovate technologically or develop, market and offer new products and services, or enhance existing technology and products and services to meet customer requirements, our ability to grow our revenue could be impaired.
−Removed: • Unless we increase market awareness of our brand and our existing and new products and services, our revenue may not continue to grow.
−Removed: • In order to continue to attract large corporate customers, we may encounter greater pricing pressure, and increased service, indemnification and working capital requirements, each of which could increase our costs and harm our business and operating results.
−Removed: • Expansion of our operations into new products, services and technologies, including content categories, is inherently risky and may subject us to additional business, legal, financial and competitive risks.
−Removed: • The impact of worldwide economic, political and social conditions, including effects on advertising and marketing budgets, may adversely affect our business and operating results.
−Removed: • Issues relating to the use of new and evolving technologies, such as AI, in our offerings could adversely affect our business and operating results.
+Added: • Our ability to continue to innovate technologically or develop, market and offer new products and services, or enhance existing technology and products and services to meet customer requirements.
+Added: • Our ability to increase market awareness of our brand and our existing and new products and services.
+Added: • We may encounter greater pricing pressure, and increased service, indemnification and working capital requirements.
+Added: • Expansion of our operations into new products, services and technologies, including content categories, is inherently risky.
+Added: • The impact of worldwide economic, political and social conditions, including effects on advertising and marketing budgets.
+Added: • Issues relating to the development and use of AI, including generative AI, in our offerings may result in reputational harm, liability and adverse financial results.
Risks Related to Operating our Business
• We may not continue to grow our revenues at historical rates.
−Removed: • If we do not effectively manage changes to, and retain our sales force, we may be unable to add new customers or increase sales to our existing customers, and our revenue growth and business could be adversely affected.
−Removed: • We have continued to grow in recent periods and if we fail to effectively manage our growth, our business and operating results may suffer.
−Removed: • If we do not successfully make, integrate and maintain acquisitions and investments, our business could be adversely impacted.
−Removed: • We rely on highly skilled personnel and if we are unable to retain and motivate key personnel, attract qualified personnel, integrate new members of our management team or maintain our corporate culture, we may not be able to grow effectively.
+Added: • If we do not effectively manage changes to, and retain our sales force, we may be unable to add new customers or increase sales to our existing customers.
+Added: • We have continued to grow in recent periods and if we fail to effectively manage this growth, our business and operating results may suffer.
+Added: • Our ability to successfully make, integrate and maintain acquisitions and investments.
+Added: • Our ability to retain and motivate key personnel, attract qualified personnel, integrate new members of our management team and maintain our corporate culture.
• We may be exposed to risks related to our use of independent contractors.
−Removed: • The non-payment or late payments of amounts due to us from certain customers may negatively impact our financial condition.
−Removed: • We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations.
+Added: • The non-payment or late payments of amounts due to us from certain customers.
+Added: • We are subject to payment-related risks that may result in higher operating costs or the inability to process payments.
• If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
• We may need to raise additional capital in the future and may be unable to do so on acceptable terms or at all.
−Removed: • We have incurred debt which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business.
+Added: • We have incurred debt which could have a negative impact on our financing options and liquidity position.
Risks Related to our Intellectual Property and Security Vulnerabilities
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• We face risks resulting from the content in our collection such as unforeseen costs related to infringement claims, potential liability arising from indemnification claims, changes to intellectual property content regulations and laws and the inability to prevent or monitor misuse.
−Removed: • Assertions by third parties of infringement of intellectual property rights related to our technology could result in significant costs and substantially harm our business and operating results.
+Added: • Assertions by third parties of infringement of intellectual property rights related to our technology.
• We collect, store, process, transmit and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, information security and data protection in many jurisdictions.
−Removed: Any cybersecurity incidents or our actual or perceived failure to comply with such legal obligations by us, or by our third-party service providers or partners, could harm our business.
• Cybersecurity incidents and improper access to or disclosure of data or confidential information we maintain, or hacking or phishing attacks on our systems, could expose us to liability, protracted and costly litigation, business interruption, and damage our reputation.
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• Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code.
−Removed: • Catastrophic events or other interruptions or failures of our information technology systems could hurt our ability to effectively provide our products and services, which could harm our reputation and brand and adversely affect our business and operating results.
+Added: • Catastrophic events or other interruptions or failures of our information technology systems.
Risks Related to our International Operations
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Risks Related to Regulatory and Tax Challenges
−Removed: • Government regulation of the internet, both in the United States and abroad, is evolving and unfavorable changes could have a negative impact on our business.
−Removed: • Action by governments to restrict access to, or operation of, our services or the content we distribute in their countries could substantially harm our reputation, business and financial results.
−Removed: • Income tax laws or regulations could be enacted or changed and existing income tax laws or regulations could be applied to us in a manner that could increase the costs of our products and services, which could harm our financial condition and results of operations.
−Removed: • We may be exposed to greater than anticipated withholding, sales, use, value added and other non-income tax liabilities, including as a result of future changes in laws or regulations, which could harm our financial condition and results of operations.
+Added: • Evolving government regulation of the internet, and regulatory inquiries and investigations, both in the United States and abroad.
+Added: • Actions by governments to restrict access to, or operation of, our services or the content we distribute in their countries.
+Added: • Income tax laws or regulations could be enacted or changed and existing income tax laws or regulations could be applied to us in a manner that could increase the costs of our products and services.
+Added: • We may be exposed to greater than anticipated withholding, sales, use, value added and other non-income tax liabilities, including as a result of future changes in laws or regulations.
Risks Related to Ownership of Our Common Stock
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This concentration of ownership may have an effect on matters requiring the approval of our stockholders, including elections to our board of directors.
−Removed: • Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves, and there can be no assurance that our share repurchase program will enhance stockholder value.
+Added: • Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves.
• If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
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• If we fail to maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or in a timely fashion, and we may not be able to prevent fraud.
−Removed: in such case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.
Risks Related to the Proposed Merger with Getty Images (the “Merger”)
Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger, could negatively affect our business, financial condition and results of operations.
−Removed: The Merger is subject to various closing conditions, such as receipt of required regulatory approval and the approval of Shutterstock’s stockholders, among other customary closing conditions.
−Removed: It is possible that the regulators may prohibit, enjoin or refuse to grant approval for the consummation of the Merger.
+Added: The Merger is subject to various closing conditions, such as receipt of required regulatory approval and other customary closing conditions.
+Added: As previously disclosed, on April 2, 2025, the Company and Getty Images each received a Request for Additional Information and Documentary Material from the U.S.
+Added: 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.
+Added: 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.
+Added: However, it is possible that the regulators may prohibit, enjoin or refuse to grant approval for the consummation of the Merger.
If any condition to the closing of the Merger is not satisfied or, if permissible, not waived, the Merger will not be completed.
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There can be no assurance that the Merger Agreement will not be terminated under the circumstances triggering these termination fee obligations.
−Removed: Furthermore, whether or not the Merger is consummated, we have incurred, and will continue to incur, significant costs, fees and expenses relating to professional services and transaction fees in connection
−Removed: with the proposed Merger.
+Added: Furthermore, whether or not the Merger is consummated, we have incurred, and will continue to incur, significant costs, fees and expenses relating to professional services and transaction fees in connection with the proposed Merger.
Payment of these costs, fees and expenses could adversely affect our business, financial condition and results of operations.
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Due to uncertainty about our future while the Merger is pending, we may lose customers or suppliers, or customers, suppliers and other parties may alter their business relationships with us.
−Removed: In addition, our employees, including key personnel, may be uncertain about their future roles and relationships with us following the completion of the Merger, which may adversely affect our ability to retain and motivate them or to hire new employees.
+Added: In addition, our employees, including key personnel, may be uncertain about their future roles and relationships with us following the completion of the Merger, which has in the past and may continue to adversely affect our ability to retain and motivate them or to hire new employees.
Moreover, while the Merger is pending, the potential disruption of plans or diversion of management’s attention from our ongoing business operations could adversely affect our business, financial condition and results of operations.
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The Merger Agreement subjects us to restrictions on our business activities prior to the closing of the Merger.
−Removed: For example, the Merger Agreement obligates us to generally conduct our business in the ordinary course until the closing and to use our reasonable best efforts to (i) preserve intact our current business organizations, (ii) preserve our assets and properties in good repair and condition and (iii) keep available the services of our current officers and other key employees and preserve our relationships with those having business dealings with us.
+Added: For example, the Merger Agreement obligates us to generally conduct our business in the ordinary course until the closing and to use our reasonable best efforts to (i) preserve intact our current business organizations, (ii) preserve our assets and properties in good repair and condition and (iii) keep available the services of our current officers and other key employees and preserve our
+Added: relationships with those having business dealings with us.
These restrictions could prevent us from pursuing certain business opportunities that arise prior to the closing and are outside the ordinary course of business.
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If we are unable to retain key employees, including management, who are critical to the successful completion, integration and future operation of the combined company, we could face disruption in our operations, loss of key information, expertise or know-how, or unanticipated recruiting costs, which may impact our ability to achieve our goals related to the transaction.
−Removed: We may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
−Removed: We and/or our respective directors and officers may become subject to lawsuits relating to the Merger.
+Added: Complaints have been filed against us and our board of directors, and we and Getty Images have received demand letters, in connection with the Merger.
+Added: In addition, we may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
+Added: In connection with the Merger Agreement, two complaints were filed against us and each member of our board of directors and we and Getty Images received a number of demand letters alleging that the disclosures contained in the definitive proxy statement we filed with the SEC on April 30, 2025 in connection with the Merger (the “Proxy Statement”) were deficient and sought additional disclosures to address those alleged deficiencies.
+Added: We believe that we have substantial defenses in connection with such matters and that no supplemental disclosure is required under applicable law.
+Added: However, in order to avoid the risk that the such matters may delay or otherwise adversely affect the implementation of the Merger, to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, we voluntarily supplemented the Proxy Statement in a Current Report on Form 8-K, filed with the SEC on May 30, 2025, to provide additional information to Shutterstock stockholders
+Added: We and/or our respective directors and officers may also become subject to lawsuits and additional demand letters or complaints relating to the Merger.
Such litigation is very common in connection with acquisitions of public companies, regardless of the merits of the underlying acquisition.
−Removed: we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results.
+Added: While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results.
Risks Related to Industry Dynamics and Competition
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Any decrease in the attractiveness of our platform relative to other options available to our customers and contributors could lead to decreased engagement on our platform and unfavorably impact the network effects of our platform, which could result in loss of revenue.
−Removed: If we are unable to grow our customer and contributor base, or retain our existing contributors and paying customers, or are unable to attract paying customers in a cost-effective manner, our financial performance, operating results and business may be adversely affected.
+Added: Users may engage in off-platform transactions, such as using Gen-AI content.
+Added: If we cannot convince users to continue to use our platform, or retain our existing contributors and paying customers, or are unable to attract paying customers in a cost-effective manner, our financial performance, operating results and business may be adversely affected.
The industry in which we operate is highly competitive with low barriers to entry and if we do not compete effectively, our operating results could suffer.
The industry in which we operate is intensely competitive and rapidly evolving, with low barriers to entry.
−Removed: We compete with a wide and diverse array of companies, from significant media companies to newly emerging generative artificial intelligence (“AI”) technologies to individual content creators.
+Added: We compete with a wide and diverse array of companies, from significant media companies to newly emerging generative AI technologies to individual content creators.
Our current and potential domestic and international competitors range from large established companies to emerging start-ups across different industries, including online marketplace and traditional stock content suppliers of current and archival creative and editorial imagery, photography, footage, and music;
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and newly emerging generative AI technologies.
−Removed: If our competitors use their experience and resources to provide an offering that is more attractive to customers
−Removed: across these categories, or if our competitors innovate and provide products faster than we can, we may be unable to compete effectively and our business will be harmed.
+Added: If our competitors use their experience and resources to provide an offering that is more attractive to customers across these categories, or if our competitors innovate and provide products faster than we can, we may be unable to compete effectively and our business will be harmed.
+Added: In addition, new competitors may enter our market, including those that rely on generative AI technologies, and we expect to face more competition as AI continues to advance and be integrated into the markets in which we compete.
+Added: Our competitors or other third parties may develop AI solutions more rapidly or successfully, including but not limited to different data training strategies or proprietary access to data and, as a result, other AI solutions may achieve greater and faster adoption and deliver content more easily or affordably.
+Added: For example, we face increasing competition from companies offering generative and agentic AI solutions, including but not limited to prompt-based and multi-modal creation and editing.
Many of our competitors have or may obtain significantly greater financial, marketing or other resources or greater brand awareness than we have.
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If competitors offer higher royalties or more favorable royalty earning potential, easier submission workflows, or less rigorous vetting processes or incentivize contributors to distribute their content on an exclusive basis, contributors may choose to stop distributing new content with us or remove their existing content from our collection.
−Removed: Further, as technology advances or other market dynamics make creating, sourcing, archiving, indexing, reviewing, searching or delivering content easier or more affordable, our existing and potential competitors may also seek to develop new products, technologies or capabilities that could render many of the products, services and content types that we offer obsolete or less competitive.
+Added: Further, as technology advances, including AI and generative AI technologies, or other market dynamics make creating, sourcing, archiving, indexing, reviewing, searching or delivering content easier or more affordable, our existing and potential competitors may also seek to develop new products, technologies or capabilities that could render many of the products, services and content types that we offer obsolete or less competitive.
For any of these reasons, we may not be able to compete successfully against our current and future competitors.
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Many external factors, including our technology and personnel costs and our competitors’ pricing and marketing strategies, could significantly impact our pricing strategies and we could fail to meet our customers’ pricing expectations.
−Removed: Increased competition and pricing pressures may result in reduced sales, lower margins, losses or the failure of our product and services to maintain and grow their current market share, any of which could harm our business.
+Added: Increased competition and pricing pressures may result in downward pressure on pricing and reduced sales, lower margins, losses or the failure of our product and services to maintain and grow their current market share, any of which could harm our business.
Our marketing efforts to acquire new, and retain existing customers may not be effective or cost-efficient, and may be affected by external factors beyond our control.
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Financial difficulties experienced by our customers, third-party resellers, vendors and strategic partners due to economic volatility or unfavorable changes could result in these companies scaling back operations, exiting businesses, merging with other businesses or filing for bankruptcy protection and potentially ceasing operations, all of which could adversely affect our business, financial condition and results of operations.
−Removed: Issues relating to the use of new and evolving technologies, such as AI, in our offerings could adversely affect our business and operating results.
−Removed: Issues relating to the use of new and evolving technologies such as AI in our offerings may result in brand or reputational harm, competitive harm, legal liability, or new or enhanced governmental or regulatory scrutiny, and may cause us to incur additional costs to resolve such issues.
+Added: Issues relating to the development and use of AI, including generative AI, in our offerings may result in reputational harm, liability and adverse financial results.
+Added: Issues relating to the use of new and evolving technologies such as AI, including generative AI, in our offerings may result in brand or reputational harm, competitive harm, legal liability, or new or enhanced governmental or regulatory scrutiny, and may cause us to incur additional costs to resolve such issues.
We are increasingly building AI into many of our offerings.
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Our business may be disrupted if any of the third-party AI services we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.
−Removed: Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development efforts.
+Added: Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development
If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability.
−Removed: Potential litigation or government regulation related to AI may also increase the burden and cost of
−Removed: research and development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability.
+Added: Jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI.
+Added: For example, the U.S.
+Added: AI regulatory framework remains in development and has been introduced at the federal level through executive orders and legislation has been introduced and enacted at the state level.
+Added: Additionally, the EU AI Act has gone into effect and will continue to be implemented in phases through 2030, and other jurisdictions have passed or are considering similarly focused legislation.
+Added: These regulations and the evolving AI regulatory environment may, among other impacts, result in inconsistencies among AI regulations and frameworks across jurisdictions, increase our compliance, governance and research and development costs, increase our exposure to claims related to our AI models and increase liability related to the use of AI by our customers or users that are beyond our control.
+Added: While we believe we have taken a responsible approach to the development and use of AI there can be no guarantee that future AI regulations will not adversely impact us or conflict with our approach to AI, including affecting our ability to make our AI offerings available without costly changes.
+Added: Potential litigation or government regulation related to AI may also increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability.
Failure to address perceived or actual technical, legal, compliance, privacy, security, ethical or other issues relating to the use of AI by us or others in our industry could undermine public confidence in AI, which could slow our customers’ adoption of our products and services that use AI.
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The future profitability of our business depends in part on our continued ability to grow our revenues.
−Removed: In future periods, our revenue could grow more slowly than in recent periods or further decline for many reasons, including any increase in competition, reduction in demand for our products, inability to introduce new products or enhance our existing product offerings, pricing pressures, contraction of our overall market or our failure to capitalize on growth opportunities.
+Added: In the last several years, while revenue from our organic Content business has declined, our total reported consolidated revenues have grown as a result of Content business acquisitions and growth in our Data, Distribution and Services business.
+Added: In future periods, our revenue could grow more slowly than in recent periods or decline for many reasons, including any increase in competition, reduction in demand for our products, inability to introduce new products or enhance our existing product offerings, pricing pressures, contraction of our overall market or our failure to capitalize on growth opportunities.
A significant decrease in our historical rate of growth may adversely impact our results of operations and financial condition.
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If we have not structured our sales organization or compensation for our sales organization properly, if we fail to make changes in a timely fashion, if we are unable to hire and train a sufficient number of effective sales leadership and personnel, if our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, or if we do not effectively manage changes in our sales force and sales strategy, our business and results of operations could be adversely affected.
−Removed: We have continued to grow in recent periods and if we fail to effectively manage our growth, our business and operating results may suffer.
−Removed: In the last several years, we have continued to experience revenue growth and may continue to experience such growth in the future.
−Removed: For example, our revenues increased from $827.8 million in 2022 to $874.6 million in 2023 and to $935.3 million in 2024.
−Removed: Our continued growth has placed significant demands on our management and our administrative, operational and financial infrastructure, and our success will depend in part on our ability to manage this growth efficiently.
+Added: We have continued to grow in recent periods and if we fail to effectively manage this growth, our business and operating results may suffer.
+Added: In the last several years, while revenue from our organic Content business has declined, our total reported consolidated revenues have grown as a result of Content business acquisitions and growth in our Data, Distribution and Services business.
+Added: This growth has placed significant demands on our management and our administrative, operational and financial infrastructure, and our success will depend in part on our ability to manage this growth efficiently.
Specifically, as our operations have grown in size, scope and complexity, we have made and expect to continue to make significant expenditures and allocate valuable management resources to improve and upgrade our technology, customer service, sales and marketing infrastructure and product offerings, including new product offerings, and to continue developing or acquiring new and relevant content and product offerings.
−Removed: Growth may also strain our ability to maintain reliable operation of our platform, enhance our operational, financial and management controls and reporting systems and recruit, train and retain highly skilled personnel.
+Added: This growth may also strain our ability to maintain reliable operation of our platform, enhance our operational, financial and management controls and reporting systems and recruit, train and retain highly skilled personnel.
If we fail to effectively allocate our limited resources within our organization as it grows and do not successfully implement improved technology and infrastructure, our business, operating results and financial condition may suffer.
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Future acquisitions or investments could also result in potential dilutive issuances of equity securities, use of significant cash balances or the incurrence of debt, any of which could adversely affect our stock price, financial condition and results of operations.
−Removed: Further, our acquisitions or investments could result in significant impairments related to goodwill and amortization expenses related to other intangible assets and exposure to undisclosed or potential liabilities of the acquired companies.
+Added: Further, our acquisitions or investments could result in significant impairments related to goodwill and amortization expenses related to other intangible assets and exposure to undisclosed or potential liabilities of the acquired
To the extent that the goodwill arising from the acquisitions carried on the financial statements does not pass a goodwill impairment test, excess goodwill will be impaired and will reduce future earnings.
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The loss of any key engineering, product development, marketing or sales personnel and our inability to implement a succession plan or find suitable replacements for any of these individuals could disrupt our operations and have an adverse effect on our business.
−Removed: Our continued and future success is also dependent, in part, on our ability to identify, attract, retain and motivate highly skilled technical, managerial, product development, marketing, content operations and customer service personnel and to
−Removed: preserve the key aspects of our corporate culture.
+Added: Our continued and future success is also dependent, in part, on our ability to identify, attract, retain and motivate highly skilled technical, managerial, product development, marketing, content operations and customer service personnel and to preserve the key aspects of our corporate culture.
Competition for qualified personnel is intense in our industry and we may be unsuccessful in offering competitive compensation packages to attract and retain personnel.
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Our ability to meet expenses and debt service obligations will depend on our future performance, which could be affected by financial, business, economic and other factors.
−Removed: In addition, a breach of any of the covenants in our outstanding debt
−Removed: agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility.
+Added: In addition, a breach of any of the covenants in our outstanding debt agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility.
If an event of default occurs, our creditors could elect to declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable and/or require us to apply all of our available cash to repay borrowings.
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Because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all.
−Removed: In addition, we have entered into service level agreements with some of our larger
−Removed: customers and strategic partners.
+Added: In addition, we have entered into service level agreements with some of our larger customers and strategic partners.
Technological interruptions could result in a breach of such agreements and subject us to considerable penalties and could cause our customers to believe our service is unreliable, causing harm to our business, reputation and financial condition.
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Our content is licensed from copyright owners such as photographers, illustrators, videographers and composers who contribute content to our collection and, subject to our licenses with our contributors, we typically offer customers a perpetual, royalty-free license to use the content for their editorial or commercial needs.
−Removed: Although we have implemented measures to review the content that we accept into our collection, we cannot guarantee that each contributor holds the rights or releases he or she claims or that such rights and releases are adequate, which in turn affects the licenses granted to our customer.
+Added: Although we have implemented measures to review the content that we accept into our collection, we cannot guarantee that each contributor holds the rights or releases he
+Added: or she claims or that such rights and releases are adequate, which in turn affects the licenses granted to our customer.
As a result, we and our customers have been, and in the future will likely be, subject to third-party claims, including intellectual property infringement claims, related to our customers’ use of our content.
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entities who had self-certified under the Privacy Shield program.
−Removed: While the CJEU upheld the adequacy of E.U.-specified standard contractual clauses as an adequate mechanism for cross-border transfers of personal data, it made clear that reliance on them alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws in and the right of individuals afforded by, the destination country.
+Added: While the CJEU upheld the adequacy of E.U.-specified standard contractual clauses as an adequate mechanism for cross-border transfers of personal data, it made clear that reliance on them alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws in and the right of individuals
+Added: afforded by, the destination country.
The CJEU went on to state that, if the competent supervisory authority believes that the standard contractual clauses cannot be complied with in the destination country and the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend or prohibit that transfer unless the data exporter has already done so itself.
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The CCPA requires, among other things, companies that collect personal information about California residents to make new disclosures to those residents about their data collection, use and sharing practices, allows residents to exercise certain rights regarding their personal information (including the right to opt out of certain data sharing with third parties), and provides a private right of action for data breaches.
−Removed: In addition, the California Privacy Rights Act
−Removed: (“CPRA”), which came into effect on January 1, 2023 (with a look back to January 2022), amends and expands the CCPA to add additional disclosure obligations (including an obligation to disclose retention periods or criteria for categories of personal information), grant consumers additional rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and establishes a privacy enforcement agency known as the California Privacy Protection Agency (“CPPA”).
+Added: In addition, the California Privacy Rights Act (“CPRA”), which came into effect on January 1, 2023 (with a look back to January 2022), amends and expands the CCPA to add additional disclosure obligations (including an obligation to disclose retention periods or criteria for categories of personal information), grant consumers additional rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and establishes a privacy enforcement agency known as the California Privacy Protection Agency (“CPPA”).
The CPPA will serve as California’s chief privacy regulator, which will likely result in greater regulatory activity and enforcement in the privacy area.
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In addition, a significant cybersecurity breach or cyber-attack could result in payment networks prohibiting us from processing transactions on their networks.
−Removed: Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage, disruption or unauthorized access are a high priority for us, because the techniques used to attack, damage, disrupt or obtain unauthorized access are constantly evolving in sophisticated ways to avoid detection and often are not recognized until launched against a target, our efforts may not be enough to anticipate or prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the confidential or personal information of our employees, customers and contributors and / or our networks.
−Removed: If an actual or perceived breach of our security occurs, the market perception
−Removed: of the effectiveness of our security measures could be harmed and we could lose users and customers.
+Added: Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage, disruption or unauthorized access are a high priority for us, because the techniques used to attack, damage, disrupt or obtain unauthorized access are constantly evolving in sophisticated ways to avoid detection, including through the use of emerging technologies, such as AI and machine learning, and often are not recognized until launched against a target, our efforts may not be enough to anticipate or prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the confidential or personal information of our employees, customers and contributors and / or our networks.
+Added: If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose users and customers.
We may also be required to expend significant capital and other resources to protect against such cybersecurity incidents to alleviate problems caused by such incidents.
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These risks may make it impossible or prohibitively expensive to expand to new international markets, delay entry into such markets, or require us to enter into commercial arrangements with local partners, all of which may affect our ability to grow our business.
−Removed: As international e-commerce and other online and web services grow, competition is expected to intensify
−Removed: and local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer.
+Added: As international e-commerce and other online and web services grow, competition is expected to intensify and local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer.
If we do not effectively enter new international markets, our competitive advantage may be harmed.
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Risks Related to Regulatory and Tax Challenges
−Removed: Government regulation of the internet, both in the United States and abroad, is evolving and unfavorable changes could have a negative impact on our business.
+Added: Government regulation of the internet, both in the United States and abroad, is evolving and we have previously been and may in the future become subject to regulatory inquiries, investigations and other actions, which could have a negative impact on our business.
The adoption, modification or interpretation of laws or regulations relating to the internet, e-commerce or other areas of our business could adversely affect how we conduct our business or the overall popularity and growth of internet use.
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For example, automatic contract or subscription renewal, credit card fraud and processing, sales, advertising, taxation, tariffs, data privacy, management and storage, cybersecurity, pricing, content, copyrights, distribution, electronic contracts, consumer protection, outsourcing, broadband residential internet access, internet neutrality and the characteristics and quality of products or services, and intellectual property ownership and infringement are all subject to jurisdictional laws and regulations.
−Removed: In certain countries, including European jurisdictions in particular, certain of these laws may be more restrictive than in the United States.
+Added: In the United States, our operations are subject to federal and state consumer protection laws, including the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”).
+Added: We are currently under investigation by the FTC regarding our disclosure and subscription enrollment and
+Added: cancellation practices under Section 5 of the FTC Act and the ROSCA.
+Added: We have cooperated throughout the investigation, and in January 2026 the FTC entered into discussions with us to resolve this matter.
+Added: If we cannot resolve this matter, the FTC would refer the case to the Department of Justice (the “DOJ”) to file a civil complaint against us in the United States District Court for the Southern District of New York seeking injunctive relief, monetary relief, civil penalties, and other relief.
+Added: The defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on our financial results and operations.
+Added: There can be no assurance that we will be successful in reaching a favorable resolution of this matter.
+Added: Any costs, penalties, remedies or compliance requirements could adversely affect our ability to operate our business or have a materially adverse impact on our financial results.
+Added: For further information, see Note 18 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
+Added: In addition, certain countries, including European jurisdictions in particular, certain of these laws may be more restrictive than in the United States.
It is not clear how some existing laws governing issues such as property ownership, sales and other taxes, data privacy and security apply to the internet and e-commerce as many of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce.
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Several other states have adopted, or are considering the adoption of, consumer protection policies or legal precedents that purport to void or substantially limit the automatic renewal provisions of consumer contracts or free or discounted trial incentives, as well.
−Removed: Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in litigation, damage to our reputation, lost business and proceedings or actions against us by governmental entities or others, which could impact our operating results.
+Added: Any proceedings, actions, claims, investigations or inquiries initiated by or against us, whether successful or not, or any failure, or perceived failure, by us to comply with any of these laws or regulations could result in litigation, damage to our reputation, lost business and proceedings or actions against us by governmental entities or others, which could result in damage awards, consent decrees, injunctive relief or increased costs of business, require us to change our business practices or products, or otherwise harm our business and operating results.
Compliance with new regulations or legislation or new interpretations of existing regulations or legislation could cause us to incur additional expenses, make it more difficult to renew subscriptions automatically, require us to display specific disclaimers, require us to obtain consent from users for certain activities, make it more difficult to attract new customers, require us to implement costly security or other measures before users can utilize our services, or otherwise require us to alter our business model, or cause us to divert resources and funds to address government or private investigatory or adversarial proceedings.
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Any of these outcomes could have a material adverse effect on our business, financial condition or results of operations.
+Added: The legal and regulatory landscape and industry standards surrounding the use of data and artificial intelligence technologies are rapidly evolving and remains uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy, or use artificial intelligence technologies.
+Added: New EU laws related to the use of data, including the EU Regulation on a Single Market for Digital Services (2022/2065) (“DSA”), the EU Regulation (2023/2854) on fair access to and use of data (“EU Data Act”), and the EU AI Act, which entered into force in August 2024, may impose additional rules and restrictions on the use of the data in our products.
+Added: If we were required to change our business activities or revise or eliminate services, or to implement burdensome compliance measures, our business and results of operations could be harmed.
+Added: We may be subject to fines, penalties, and potential litigation, including class action lawsuits, if we fail to comply with applicable privacy, data security, or AI-specific laws, regulations, standards, and other requirements.
+Added: The costs of compliance with, and other burdens imposed by, evolving data-related and AI-related laws, regulations, and standards may limit the use and adoption of our products and reduce overall demand.
Action by governments to restrict access to, or operation of, our services or the content we distribute in their countries could substantially harm our reputation, business and financial results.
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There are substantial uncertainties regarding interpretation of foreign laws and regulations that may limit content available through our platform and we may be forced to significantly change or discontinue our operations in such markets if we were to be found in violation of any new or existing law or regulation.
−Removed: If access to our services is restricted, in whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
+Added: If access to our services is restricted, in
+Added: whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
Income tax laws or regulations could be enacted or changed and existing income tax laws or regulations could be applied to us in a manner that could increase the costs of our products and services, which could harm our financial condition and results of operations.
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In October 2023, the OECD released the Multilateral Convention to Implement Amount A of Pillar One (the “MLC”).
−Removed: Since various jurisdictions
−Removed: have already enacted or are considering enacting digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes as a result of the profit allocation rule under Pillar One, the MLC would require the removal of existing digital services taxes and prohibit the introduction of new digital services taxes.
+Added: Since various jurisdictions have already enacted or are considering enacting digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes as a result of the profit allocation rule under Pillar One, the MLC would require the removal of existing digital services taxes and prohibit the introduction of new digital services taxes.
Until the MLC is adopted, however, countries that had previously enacted a digital services tax, may continue to impose their tax.
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To assist in the implementation of Pillar Two, the OECD published the Global Anti-Base Erosion Model Rules, a detailed model legislation in December 2021, and related commentary in March 2022, with the latest update to the commentary in December 2023.
−Removed: The OECD has released additional administrative guidance on the global minimum income tax in February, July and December of 2023 and in June 2024.
+Added: The OECD has released additional administrative guidance on the global minimum income tax in February, July and December of
+Added: 2023 and in June 2024.
Certain members of the European Union have already adopted domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with the “under-taxed profit rule” expected to take effect for periods beginning on or after December 31, 2024, pursuant to the European Union’s minimum tax directive, unanimously agreed by the member states in 2022.
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Given the OECD’s continued release of guidance regarding Pillar Two, that only certain jurisdictions have currently or just recently enacted laws to give effect to Pillar Two, and that jurisdictions may interpret such laws in different manners, the overall implementation of Pillar Two (and in particular, the adoption of the “under-taxed profit rule” by certain countries in which we and our affiliates do business) remain uncertain and subject to change, possibly on a retroactive basis, and could increase our global effective tax rate and have a material effect on our financial position and results of operations.
+Added: One Big Beautiful Bill Act ("OBBBA"), which was signed into law on July 4, 2025, introduced significant changes to U.S.
+Added: OBBBA has multiple effective dates and certain provisions became effective in fiscal 2025 while others will be phased in through fiscal 2028.
We may be exposed to greater than anticipated withholding, sales, use, value added and other non-income tax liabilities, including as a result of future changes in laws or regulations, which could harm our financial condition and results of operations.
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Upon completion of the merger, each of our stockholders who receives shares of Getty Images common stock will become a stockholder of Getty Images with a percentage ownership of Getty Images that is smaller than the their current percentage ownership of us.
−Removed: It is expected that Getty Images stockholders will hold approximately 54.7%, and our stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger, without giving effect to any shares of Getty Images common stock held by our stockholders prior to the completion of the merger.
+Added: Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the Merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and our stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger, without giving effect to any shares of Getty Images common stock held by our stockholders prior to the completion of the merger.
Consequently, even if all of our former stockholders voted together on all matters presented to Getty Images stockholders from time to time following the merger, our former stockholders would exercise significantly less influence over Getty Images after the completion of the merger relative to their influence over us prior to the completion of the merger, and thus would have a less significant impact on the approval or rejection of future Getty Images proposals submitted to a stockholder vote.
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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.