What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-25 · 191 added, 234 removed, 1178 unchanged (27% of the section changed)

5 unchanged sentences

However, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objective.

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

The financial results of this acquisition are included in the consolidated financial statements as of and for the year ended December 31, 2024 and represent approximately 10% and 6% of total revenues and total assets, respectively.

Management is currently integrating Envato into our operations and internal control processes and, pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the Company is excluding the internal control over financial reporting of Envato from its evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024 .

Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

4 unchanged sentences

Management based its assessment on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Envato Pty Ltd., acquired in July 2024, as discussed in Note 5 to the Consolidated Financial Statements.

Based on our assessment, and subject to the foregoing, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

2 unchanged sentences

There were no changes in our internal control over financial reporting identified in connection with management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As mentioned above, the Company completed its acquisition of Envato on July 22, 2024.

The Company is in the

process of reviewing the internal control structure of Envato and, if necessary, will make appropriate changes as it integrates Envato into the Company’s overall internal control over financial reporting process.

Limitations on Controls

57 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Envato Pty Ltd.

(“Envato”) from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Envato from our audit of internal control over financial reporting.

Envato is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 6% and 10%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

6 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Content

7 unchanged sentences

These procedures also included, among others, evaluating the content revenue recognized on a sample basis by inspecting content license arrangements and evaluating the appropriateness of the revenue recognized based on the terms of each arrangement and customer download activity.

Envato - Valuation of Developed Technology and Trademark Intangible Assets

As described in Note 5 to the consolidated financial statements, on July 22, 2024, the Company completed the acquisition of Envato.

The aggregate amount paid by the Company, after customary working capital and other adjustments was $250.2 million.

The acquisition resulted in $61.0 million of developed technology and $31.0 million of trademark intangible assets being recorded.

Fair values of the trademark and developed technology were determined using the relief-from-royalty method.

Determining the fair value requires management to use significant judgment and estimates, including revenue growth rates, the royalty rate, the discount rate, and the economic life related to developed technology and revenue growth rates, the royalty rate, and the discount rate related to the trademark, among others.

The principal considerations for our determination that performing procedures relating to the valuation of the developed technology and trademark intangible assets acquired in the acquisition of Envato is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the developed technology and trademark intangible assets acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the royalty rates and the discount rates used in the valuation of the developed technology and trademark intangible assets acquired;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology and trademark intangible assets acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the developed technology and trademark intangible assets acquired;

(iii) evaluating the appropriateness of the relief-from-royalty method used by management;

(iv) testing the completeness and accuracy of underlying data used in the relief-from-royalty method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to the royalty rates and the discount rates used in the valuation of the developed technology and trademark intangible assets acquired.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the relief-from-royalty method and the reasonableness of the assumptions related to the royalty rates and the discount rates used in the valuation of the developed technology and trademark intangible assets acquired.

/s/ PricewaterhouseCoopers LLP

38 unchanged sentences

Treasury stock, at cost;

5,521 and 4,410 shares as of December 31, 2024 and December 31, 2023, respectively

5,521 shares as of December 31, 2025 and December 31, 2024

( 269,804 ) ( 269,804 )

16 unchanged sentences

General and administrative 198,010 159,136 142,646

Impairment of lease and related assets — — 18,664

Total operating expenses 914,866 866,554 806,187

2 unchanged sentences

Interest expense ( 16,826 ) ( 10,561 ) ( 1,857 )

Other income / (expense), net 4,401 5,664 ( 1,251 )

Other income, net 17,098 4,401 5,664

Income before income taxes 75,331 62,548 122,468

14 unchanged sentences

Net income $ 45,496 $ 35,932 $ 110,269

Foreign currency translation (loss) / gain ( 4,867 ) 3,465 ( 4,651 )

Other comprehensive (loss) / income ( 4,867 ) 3,465 ( 4,651 )

Foreign currency translation gain / (loss) 12,087 ( 4,867 ) 3,465

Other comprehensive income / (loss) 12,087 ( 4,867 ) 3,465

Comprehensive income $ 57,583 $ 31,065 $ 113,734

14 unchanged sentences

Cash dividends paid — — — — — — ( 38,667 ) ( 38,667 )

Other comprehensive (loss) / income — — — — — ( 4,651 ) — ( 4,651 )

Other comprehensive income — — — — — 3,465 — 3,465

Net income — — — — — — 110,269 110,269

5 unchanged sentences

Cash dividends paid — — — — — — ( 42,383 ) ( 42,383 )

Other comprehensive (loss) / income — — — — — 3,465 — 3,465

Other comprehensive loss — — — — — ( 4,867 ) — ( 4,867 )

Net income — — — — — — 35,932 35,932

3 unchanged sentences

Common shares withheld for settlement of taxes in connection with equity-based compensation ( 478 ) ( 4 ) — — ( 9,438 ) — — ( 9,442 )

Repurchase of treasury shares — — 1,111 ( 41,591 ) — — — ( 41,591 )

Cash dividends paid — — — — — — ( 46,530 ) ( 46,530 )

Other comprehensive (loss) / income — — — — — ( 4,867 ) — ( 4,867 )

Other comprehensive income — — — — — 12,087 — 12,087

Net income — — — — — — 45,496 45,496

12 unchanged sentences

Non-cash equity-based compensation 61,076 56,330 48,577

Impairment of lease and related assets — — 18,664

Loss on impairment of long-term investment 5,000 — —

Bad debt expense 713 ( 2,033 ) 1,894

12 unchanged sentences

Business combination, net of cash acquired — ( 179,071 ) ( 53,721 )

Asset acquisitions — — ( 3,417 )

Cash received related to Giphy Retention Compensation 1,605 63,971 53,657

Acquisition of content ( 6,506 ) ( 4,029 ) ( 11,096 )

Security deposit release / (payment) 176 1,489 ( 173 )

Security deposit (payment) / release ( 40 ) 176 1,489

Net cash used in investing activities $ ( 47,797 ) $ ( 166,168 ) $ ( 54,316 )

7 unchanged sentences

Payment of debt issuance costs — ( 2,200 ) —

Net cash provided by / (used in) financing activities $ 150,096 $ ( 102,704 ) $ ( 79,487 )

Net cash (used in) / provided by financing activities $ ( 59,098 ) $ 150,096 $ ( 102,704 )

Effect of foreign exchange rate changes on cash 7,202 ( 5,813 ) 1,804

11 unchanged sentences

Description of Business

Shutterstock (the “Company” or “Shutterstock”) is a leading global creative platform connecting brands and businesses to high quality content.

Shutterstock, Inc.

(the “Company” or “Shutterstock”) is a leading global creative platform connecting brands and businesses to high quality content.

The Company’s platform brings together users and contributors of content by providing readily-searchable content that customers pay to license and by compensating contributors as their content is licensed.

14 unchanged sentences

Customers can generate images by entering a description of their desired content into model prompts.

On February 1, 2024, the Company acquired Backgrid USA, Inc.

and Backgrid London, Ltd.

(collectively “Backgrid”).

Backgrid supplies media organizations with real-time celebrity content.

On July 22, 2024, the Company acquired Envato Pty Ltd.

Envato offers digital creative assets and templates.

See Note 5 Acquisitions.

SHUTTERSTOCK, INC.

7 unchanged sentences

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;

(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 Merger is subject to the satisfaction of customary closing conditions, further described below, 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:

• adoption of the Merger Agreement by Shutterstock stockholders (the “ Shutterstock Stockholder Approval ”) 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,

• 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;

• 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,

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;

1 unchanged sentence

• 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 definition 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, and

• 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 (the “ Existing Debt Modifications ”).

• 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;

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• 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.

(3) Summary of Significant Accounting Policies

17 unchanged sentences

No other customer accounted for or exceeded 10% of the accounts receivable balance.

As of December 31, 2023, two customers accounted for 29 % of the accounts receivable balance.

As of December 31, 2024, one customer accounted for 17 % of the accounts receivable balance.

Cash, Cash Equivalents

10 unchanged sentences

and Level 3 - unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions regarding what market participants would use in pricing.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable and Allowance for Doubtful Accounts

1 unchanged sentence

The Company determines its allowance for doubtful accounts based on an evaluation of (i) the aging of its accounts receivable considering historical receivables loss rates, (ii) on a customer-by-customer basis, where appropriate, and (iii) the economic environments in which the Company operates.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the changes in the Company’s allowance for doubtful accounts (in thousands):

2 unchanged sentences

Balance, beginning of period $ 3,101 $ 6,335 $ 5,830

(Less) / Add:

bad debt (recovery) / expense ( 2,033 ) 1,894 3,697

(Less) / Add:

Add / (Less):

bad debt expense / (recovery) 713 ( 2,033 ) 1,894

write-offs, net of recoveries and other adjustments ( 383 ) ( 1,201 ) ( 1,389 )

1 unchanged sentence

For certain Data, Distribution, and Services transactions, the Company has $ 53.4 million of unbilled receivables of which $ 34.1 million are recorded in Accounts Receivable and $ 19.3 million are recorded in Other Assets.

We have certain customer arrangements that contain financing elements.

Interest income earned from these financing receivables is recorded on the effective interest method and is included within interest income on the Consolidated Statements of Operations.

As of December 31, 2025 and December 31, 2024, approximately $ 9.8 million and $ 13.3 million of financing receivables, respectively, were included in accounts receivable and other assets on the Consolidated Balance Sheets.

Property and Equipment

9 unchanged sentences

Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred.

The amounts capitalized include employee’s payroll and payroll-related costs directly associated with the development activities as well as external direct costs of services used in developing internal-use software.

The amounts capitalized include employee payroll and payroll-related costs directly associated with the development activities as well as external direct costs of services used in developing internal-use software.

The Company’s policy is to amortize capitalized costs using the straight-line method over the estimated useful life, which is currently three years , beginning when the software is substantially complete and ready for its intended use.

5 unchanged sentences

The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

In 2022, the Company recorded an impairment charge related to a portion of its right-of-use assets and property and equipment triggered by the Company’s decision to cease using certain office spaces.

See Note 6, Property and Equipment and Note 17, Leasing for further discussion.

There were no long-lived asset impairment charges in 2024 or 2023.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill and Intangible Assets

2 unchanged sentences

Since inception through December 31, 2025, the Company has not had any impairment of goodwill.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition

23 unchanged sentences

These allowances are based off historical trends when available.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cost of Revenue

1 unchanged sentence

Costs of revenue also includes employee compensation, including non-cash equity-based compensation, bonuses and benefits associated with the maintenance of the Company’s creative platform and cloud-based software platform.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contributor Royalties and Internal Sales Commissions

3 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company deferred $ 2.0 million, $ 3.4 million and $ 3.9 million, respectively, in royalty advances and amortized $ 2.0 million, $ 3.7 million and $ 4.0 million, respectively, in royalty advance expense which is included in cost of revenue.

As of December 31, 2024 and 2023, the Company has deferred contributor royalties of $ 0.3 million and $ 0.6 million, respectively, which is included in prepaid expenses and other current assets in the Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the Company has deferred contributor royalties of $ 0.3 million, which is included in prepaid expenses and other current assets in the Consolidated Balance Sheets.

Internal sales commissions are generally paid in the month following collection or invoicing of the commissioned receivable and is reported in sales and marketing expense on the Consolidated Statements of Operations.

19 unchanged sentences

Certain of the Company’s leases include options to extend or terminate the lease.

An option to extend the lease is considered in connection with determining the ROU asset and lease liability when the Company is reasonably certain that the option will be exercised.

An option to terminate is considered unless the Company is reasonably certain the option will not be exercised.

An option to extend the lease is considered in connection with determining the ROU asset and lease liability

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

when the Company is reasonably certain that the option will be exercised.

An option to terminate is considered unless the Company is reasonably certain the option will not be exercised.

Equity-Based Compensation

76 unchanged sentences

The Company adopted the ASU 2023-07 disclosure requirements in its December 31, 2025 consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-08 (“ASU 2023-08”), Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):Accounting for and Disclosure of Crypto Assets to enhance the valuation and disclosure of crypto assets held by an entity.

ASU 2023-08 is effective for annual periods beginning after December 15, 2024 and the interim periods therein.

Upon adoption, a cumulative-effect adjustment to the opening balance of retained earnings is to be made as of the beginning of the annual period in which the entity adopts the amendments.

Early adoption is permitted.

The adoption of this accounting standard is not expected to impact the Company’s operations, financial position or cash flows.

The Company does not hold any Crypto Assets as of December 31, 2024.

In December 2023, the FASB issued ASU No.

2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

2 unchanged sentences

Early adoption is permitted.

Shutterstock is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

Company adopted the ASU 2023-07 disclosure requirements in its December 31, 2025 consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

5 unchanged sentences

Shutterstock is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Topic 350-40):

Targeted Improvements”.

This ASU provides updated guidance clarifying the capitalization of costs related to internal-use software, including enhanced guidance on cloud computing arrangements.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

Early adoption is permitted.

The Company is currently assessing the impact of this standard on its accounting for internal-use software development costs.

SHUTTERSTOCK, INC.

11 unchanged sentences

However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at its fair value.

See Note 17, Leasing for further discussion.

Long-Term Investments

4 unchanged sentences

The Company used the measurement alternative and the investment in ZCool was reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments.

On March 27, 2024, ZCool was acquired by Meitu, and the Company’s Preferred Shares in ZCool were exchanged for $ 18.4 million of Meitu common shares, resulting in an investment carrying value increase of $ 3.4 million, which is recorded in Other income / (expense), net in the Consolidated Statement of Operations.

Meitu’s primary business is the provision of online advertising and other internet value added services in the PRC, and its common shares are publicly traded on the Main Board of The Stock Exchange of Hong Kong Limited.

This investment is recorded at fair value on a recurring basis, with changes in fair value being recorded in Other income / (expense), net in the Consolidated Statement of Operations.

Its fair value level hierarchy and amount at December 31, 2024 are as follows (in thousands):

As of December 31, 2024

Hierarchy Level:

This investment is recorded at fair value on a recurring basis, with changes in fair value being recorded in Other income, net in the Consolidated Statement of Operations.

The investment is subject to a contractual sale restriction that limits the sale or transfer of the investment for a period of 3 years, ending March 2027.

Its fair value level hierarchy and amount are as follows (in thousands):

As of December 31, 2025 As of December 31, 2024

Level 1 $ 40,021 $ 17,290

3 unchanged sentences

In connection with its Data, Distribution, and Services business, the Company may receive equity instruments in addition to cash for revenue contract consideration.

As of December 31, 2024, the Company has $ 24.0 million recorded in Other Assets in the Consolidated Balance Sheet from equity instruments received.

The Company held no customer equity instruments as of December 31, 2023.

As of December 31, 2025 and 2024, the Company had $ 30.5 million and $ 24.0 million, respectively, recorded in Other Assets in the Consolidated Balance Sheet from equity instruments received.

The Company estimated the value of these equity instruments based on issuers’ recent market transactions.

The Company will use the measurement alternative for fair value since the equity instruments do not have a readily determinable fair value and will report the instruments at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments.

As of December 31, 2024 and December 31, 2023, the Company also had a long-term investment in an equity security with no readily determinable fair value totaling $ 5.0 million.

As of December 31, 2024, the Company also had a long-term investment in an equity security with no readily determinable fair value totaling $ 5.0 million.

The Company uses the measurement alternative for fair value and the investment’s carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments.

In the second quarter of 2025, the issuer of this security raised additional capital at a valuation that would result in the Company not recovering its investment in a liquidation event.

Accordingly, as of June 30, 2025, the Company concluded this investment was fully impaired and recorded a $ 5.0 million impairment charge in the three-month period ended June 30, 2025.

(5) Acquisitions

18 unchanged sentences

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

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The identifiable intangible assets, trademark and developed technology, have useful lives of approximately 10 years and 5 years, respectively.

1 unchanged sentence

The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Envato and Backgrid transactions were accounted for using the acquisition method and, accordingly, the results of the acquired businesses have been included in the Company’s results of operations from the respective acquisition dates.

1 unchanged sentence

The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

For the year ended December 31, 2024, revenues of $ 90.5 million and $ 15.9 million were included in the Consolidated Statements of Operations related to Envato and Backgrid, respectively.

The results of the operations of Envato and Backgrid have been included in the Consolidated Statements of Operations since the date of acquisitions.

The aggregate purchase price for the Envato and Backgrid acquisitions have been allocated to the assets acquired and liabilities assumed as follows (in thousands):

11 unchanged sentences

Intangible assets 106,200 1,200 107,400

Goodwill 167,572 19,843 187,415

169,161 19,843 189,004

Deferred tax asset 36,956 — 36,956

13 unchanged sentences

The Envato Obligations would not have been incurred had the acquisition not closed, and are presented “on-the-line” because they are not reflected in either the acquirer’s or acquiree’s statement of operations.

2 In the first quarter of 2025 , the Company updated its preliminary allocation of the Envato purchase price to the assets acquired and liabilities assumed.

This resulted in (i) a $ 1.6 million increase to goodwill, (ii) a $ 0.4 million decrease to Deferred tax assets, and (iii) a $ 1.2 million increase to Other liabilities.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 Acquisition

7 unchanged sentences

The Company believes its acquisition of Giphy extends Shutterstock’s audience touchpoints beyond primarily professional marketing and advertising use cases and expands into casual conversations.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January 2023, the United Kingdom Competition and Markets Authority (the “CMA”) issued its final order requiring Meta to divest its ownership of Giphy, which Meta acquired in 2020.

21 unchanged sentences

The Giphy transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business has been included in the Company’s results of operations from the acquisition date.

For the year ended December 31, 2023, revenue of $ 10.5 million was included in the Consolidated Statements of Operations related to the Company’s acquisition of Giphy.

The fair value of consideration transferred in this business combination has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the excess of the fair value of the net assets acquired over the net consideration received recorded as a bargain purchase gain.

The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

The results of operations of Giphy

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

have been included in the Consolidated Statements of Operations since the date of the acquisition.

The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

21 unchanged sentences

$ 1.0 million and $ 0.2 million are included within Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheet.

2022 Acquisitions

On May 11, 2022, the Company completed its acquisition of all of the outstanding shares of Pond5, for approximately $ 218.0 million.

The total purchase price was paid with existing cash on hand as well as a $ 50 million drawdown on a newly established revolving credit facility (See Note 9).

In connection with the acquisition, the Company incurred approximately $ 4.0 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Pond5 is a New York based company that operates a video-first content marketplace for royalty-free and editorial video.

The Company believes its acquisition of this video-first content marketplace provides expanded offerings across footage, image and music.

The identifiable intangible assets, which include customer relationships, developed technology and trade names have weighted average useful lives of approximately 14.2 years, 5 years and 10 years, respectively.

The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On May 28, 2022, the Company completed its acquisition of all of the outstanding shares of Splash News, for approximately $ 6.3 million.

The total purchase price was paid with existing cash on hand in the three months ended June 30, 2022.

In connection with the acquisition, the Company incurred approximately $ 0.3 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Splash News is a United Kingdom based entertainment news network and is a source for image and video content across celebrity, red carpet and live events.

The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering for access to premium exclusive content.

The identifiable intangible asset, developed technology, has a useful life of approximately 4 years.

The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

The Pond5 and Splash News transactions were accounted for using the acquisition method and, accordingly, the results of the acquired businesses have been included in the Company’s results of operations from the respective acquisition dates.

For the twelve months ended December 31, 2022, revenue of $ 36.7 million was included in the Consolidated Statements of Operations related to these acquired companies.

The fair value of consideration transferred in these business combinations has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill.

The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method.

The fair value of the trade name was determined using the relief-from-royalty method, and the fair value of the developed technology was determined using the relief-from-royalty and the cost to recreate methods.

Determining the fair value of the customer relationships intangible assets requires management to use significant judgment and estimates, including estimates of future revenue growth rates for existing customers, the discount rate, earnings before interest, taxes and amortization (“EBITA”) margins and the customer attrition rate, among others.

The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets acquired and liabilities assumed (in thousands):

Pond5 Splash News Total

Cash and cash equivalents $ 11,675 $ 180 $ 11,855

Accounts receivable 1,273 500 $ 1,773

Other assets 1,102 525 1,627

Right of use asset 1,674 — 1,674

Intangible assets:

Customer relationships 34,900 — 34,900

Trade name 5,300 — 5,300

Developed technology 27,600 1,263 28,863

Intangible assets 67,800 1,263 69,063

Goodwill 158,957 5,565 164,522

Total assets acquired $ 242,481 $ 8,033 $ 250,514

Accounts payable, accrued expenses and other liabilities ( 9,304 ) ( 1,528 ) ( 10,832 )

Contributor royalties payable ( 3,039 ) ( 3,039 )

Deferred revenue ( 3,705 ) — ( 3,705 )

Deferred tax liability ( 6,381 ) ( 189 ) ( 6,570 )

Lease liability ( 2,038 ) — ( 2,038 )

Total liabilities assumed ( 24,467 ) ( 1,717 ) ( 26,184 )

Net assets acquired $ 218,014 $ 6,316 $ 224,330

Pro-Forma Financial Information (unaudited)

The following unaudited pro forma consolidated financial information (in thousands) reflects the results of operations of the Company for the twelve months ended December 31, 2024 and 2023, as if the Backgrid and Envato acquisitions had been completed on January 1, 2023, and as if the Giphy acquisition had been completed on January 1, 2022, after giving effect to certain purchase accounting adjustments, primarily related to bargain purchase gain, Giphy Retention Compensation - non-recurring, intangible assets and transaction costs.

These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period.

19 unchanged sentences

There was no loss on disposal for the years ended December 31, 2025, 2024 and 2023, respectively.

In 2022, the Company recorded an impairment charge of $ 2.8 million primarily related to certain of its leasehold improvements triggered by the Company’s decision to cease using certain office spaces.

See Note 17, Leasing for further discussion.

Capitalized Internal-Use Software

10 unchanged sentences

Balance as of December 31, 2024 $ 569,668

Goodwill related to acquisitions 187,415

Envato measurement period adjustment 1,588

Foreign currency translation adjustment 3,358

34 unchanged sentences

As of December 31, 2025 and December 31, 2024, compensation-related accrued expenses included amounts due to Giphy employees for compensation earned pre-acquisition and severance costs associated with workforce optimizations.

For the year ended December 31, 2024, the Company recognized $ 9.5 million of severance costs associated with workforce optimizations, of which $ 1.1 million is reported in Cost of Revenues, $ 4.3 million in Sales and Marketing, $ 2.5 million in Product Development, and $ 1.6 million in General and Administrative expenses for the year ended December 31, 2024 .

Of this amount, approximately $ 5.8 million is included within accrued expenses as of December 31, 2024 and is expected to be paid to employees over the next 12 months.

Approximately $ 1.5 million and $ 5.8 million of severance costs associated with workforce optimization is included within accrued expenses as of December 31, 2025 and December 31, 2024, respectively and expected to be paid to employees over the next 12 months.

On May 6, 2022, the Company entered into a five-year $ 100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders.

19 unchanged sentences

Current Debt:

Revolver - Credit Facility — 30,000

Revolver - A&R Credit Agreement 155,000 155,000

22 unchanged sentences

As of December 31, 2022, the Company had fully utilized its authorization for repurchases under the 2015 and 2017 Share Repurchase Programs.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In June 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”), providing authorization to repurchase up to $ 100 million of its common stock.

During 2024 and 2023, the Company repurchased approximately 1.1 million and 635,000 shares of its common stock, respectively, at an average per share cost of $ 37.42 and $ 44.45 , respectively.

During 2025, the Company did not repurchase any shares of common stock.

During 2024, the Company repurchased approximately 1.1 million shares of its common stock, at an average per share cost of $ 37.42 .

As of December 31, 2025, the Company had $ 30.2 million of remaining authorization for purchases under the 2023 Share Repurchase Program.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company expects to fund repurchases through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate.

22 unchanged sentences

Total Revenues $ 989,925 $ 935,262 $ 874,587

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred revenue reported on the balance sheet represents unfulfilled performance obligations for which the Company has either received payment or has outstanding receivables.

1 unchanged sentence

$ 224.1 million of total revenue recognized for the year ended December 31, 2025 was reflected in deferred revenue as of December 31, 2024.

In addition, as of December 31, 2024, the Company has approximately $ 36.4 million of contracted but unsatisfied performance obligations relating primarily to our data offerings, which are not included as a component of deferred revenue and that the Company expects to recognize over a five year period.

In addition, as of December 31, 2025, the Company has approximately $ 35.3 million of

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

contracted but unsatisfied performance obligations relating primarily to our data offerings, which are not included as a component of deferred revenue and that the Company expects to recognize over a five year period.

In certain of the Company’s data deal contracts, the Company has provided customers with the right to cancel.

As of December 31, 2024, the total refund reserve related to these contracts is $ 7.3 million and $ 5.7 million and is recorded in Other current liabilities and Other non-current liabilities, respectively.

As of December 31, 2025, the Company does not have a refund reserve liability.

As of December 31, 2024, the total refund reserve related to these contracts was $ 13.0 million, of which $ 7.3 million and $ 5.7 million and was recorded in Other current liabilities and Other non-current liabilities, respectively.

Should these cancellation rights not be exercised, this refund reserve would convert to revenue.

23 unchanged sentences

The maximum aggregate number of shares that may be issued under the 2022 Plan is 4,000,000 shares of our common stock and is subject to adjustment in connection with changes in capitalization, reorganization and change in control events.

Shares subject to Awards granted

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

under the 2022 Plan that expire unexercised or are forfeited, will become available for future grant under 2022 Plan.

Shares subject to Awards granted under the 2022 Plan that expire unexercised or are forfeited, will become available for future grant under 2022 Plan.

However, shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant under the 2022 Plan.

Awards granted subsequent to June 2, 2022 were granted under the 2022 Plan.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Amended and Restated 2022 Omnibus Equity Incentive Plan

10 unchanged sentences

Options outstanding at December 31, 2024 299 $ 34.14

Options exercised — —

Options canceled or expired ( 35 ) 42.96

2 unchanged sentences

Intrinsic value of stock options is calculated as the excess of market price of the Company’s common stock over the strike price of the stock options, multiplied by the number of stock options.

The intrinsic value of the Company’s stock options is as follows (in thousands):

As of December 31,

Stock options outstanding $ — $ 4,232

Stock options exercisable $ — $ 4,232

Stock options vested and expected to vest $ — $ 4,232

There were no stock options exercised for the year ended December 31, 2024, For the years ended December 31, 2023 and 2022, the intrinsic value of stock options exercised was approximately $ 33 thousand and $ 1.1 million, respectively.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The intrinsic value of the Company’s outstanding stock options was zero at both December 31, 2025 and December 31, 2024.

There were no stock options exercised for the years ended December 31, 2025 and 2024.

No stock option awards were granted during the years ended December 31, 2025, 2024 and 2023.

9 unchanged sentences

As of December 31, 2025, the total unrecognized compensation charge related to the restricted stock units is approximately $ 66.4 million, which is expected to be recognized through fiscal 2029.

(13) Other Income / (Expense), net

The following table presents a summary of the Company’s other income / (expense) activity included in the accompanying Consolidated Statements of Operations (in thousands):

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(13) Other Income, net

The following table presents a summary of the Company’s other income activity included in the accompanying Consolidated Statements of Operations (in thousands):

Year Ended December 31,

1 unchanged sentence

Foreign currency (loss) / gain $ ( 2,463 ) $ ( 1,831 ) $ 879

Interest income and other 6,232 4,785 87

Other income / (expense), net $ 4,401 $ 5,664 $ ( 1,251 )

Impairment of a long-term asset ( 5,000 ) — —

Interest income, unrealized gain on investments, and other 24,561 6,232 4,785

Other income, net $ 17,098 $ 4,401 $ 5,664

(14) Income Taxes

5 unchanged sentences

Income before income taxes $ 75,331 $ 62,548 $ 122,468

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the consolidated provision for income taxes (in thousands):

10 unchanged sentences

Provision for income taxes $ 29,835 $ 26,616 $ 12,199

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The provision for income taxes differs from statutory income tax rate as follows:

1 unchanged sentence

2025 2024 2023

income tax at federal statutory rate 21.0 % 21.0 % 21.0 %

Tax credits ( 10.8 ) ( 4.2 ) ( 3.3 )

State and local taxes, net of federal benefit 2.9 2.2 1.6

Income before income taxes $ 75,331 $ 62,548 $ 122,468

Federal Statutory Tax Rate 15,828 21.0 % 13,132 21.0 % 25,719 21.0 %

Domestic Federal Tax Effects

Research credits ( 310 ) ( 0.4 ) ( 5,898 ) ( 9.4 ) ( 4,889 ) ( 4.0 )

Withholding taxes ( 4,679 ) ( 6.2 ) ( 3,995 ) ( 6.4 ) ( 3,789 ) ( 3.1 )

Nontaxable and Non-deductible Items

Equity-based compensation 3,104 4.1 4,204 6.7 3,170 2.6

Foreign rate differential 11.5 0.4 0.8

Foreign-derived intangible income deduction ( 8.5 ) ( 6.4 ) ( 8.2 )

Uncertain tax positions ( 0.7 ) 0.9 3.4

Valuation allowance 2.1 1.3 1.2

Capital loss — — ( 1.7 )

Bargain purchase gain — — — — ( 10,555 ) ( 8.6 )

Capitalized transaction costs 2.2 — —

Transaction costs — — 1,399 2.2 334 0.3

Cross-border Tax Laws

GILTI 2,717 3.6 — — 4 —

BEAT 8,113 10.8 — — — —

FDII ( 362 ) ( 0.5 ) ( 5,339 ) ( 8.5 ) ( 7,889 ) ( 6.4 )

US taxation of foreign disregarded entity 294 0.4 995 1.6 319 0.3

Other 16 — 188 0.3 ( 138 ) ( 0.1 )

Shortfall tax expense on share-based payments 4,368 5.8 2,431 3.9 576 0.5

Equity-based compensation award expiration — — 6,354 10.2 — —

Non-deductible—other 1.1 — 0.2

Total provision for income taxes 42.6 % 10.0 % 16.4 %

Changes in Valuation Allowance 1,001 1.3 — — — —

Domestic state and local income taxes, net of federal effect 1,859 2.5 1,825 2.9 2,672 2.2

Foreign Tax Effects

United Kingdom

Statutory income tax rate differential 751 1.0 ( 26 ) — ( 182 ) ( 0.1 )

Changes in Valuation Allowance ( 3,839 ) ( 5.1 ) 1,328 2.1 1,621 1.3

Other ( 214 ) ( 0.3 ) — — 93 0.1

Statutory income tax rate differential ( 754 ) ( 1.0 ) ( 1,198 ) ( 1.9 ) ( 998 ) ( 0.8 )

Other 483 0.6 ( 41 ) ( 0.1 ) 248 0.2

Statutory income tax rate differential 538 0.7 ( 516 ) ( 0.8 ) 7 —

Foreign rate differential on acquired intangibles ( 1,911 ) ( 2.5 ) 5,454 8.7 — —

Other ( 147 ) ( 0.2 ) 662 1.1 ( 79 ) ( 0.1 )

Canada 531 0.7 960 1.5 825 0.7

Other Foreign Jurisdictions 726 1.0 461 0.7 199 0.2

Withholding taxes 4,691 6.2 5,572 8.9 3,806 3.1

Worldwide changes in unrecognized tax benefits ( 2,969 ) ( 3.9 ) ( 1,336 ) ( 2.1 ) 1,125 0.9

Effective Tax Rate 29,835 39.6 26,616 42.6 12,199 10.0

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The income taxes paid by the Company are as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Federal 9,056 16,072 22,400

State 3,702 5,171 6,517

Foreign 7,404 12,790 4,150

Total 20,162 34,033 33,067

From the above amounts, income taxes paid (net of refunds) exceeds 5% of taxes paid in the following jurisdictions:

Year Ended December 31,

2025 2024 2023

Canada 3,663 2,693 3,715

Ireland 1,343 4,373 * below 5%

Australia * below 5% 4,672 * below 5%

California * below 5% 2,201 2,371

New York 1,068 * below 5% * below 5%

The tax effect of the Company’s temporary differences that give rise to deferred tax assets and liabilities are presented below (in thousands):

14 unchanged sentences

Net deferred tax assets $ 60,155 $ 68,808

The non-cash equity-based compensation for the Company included a deferred tax asset of $ 6.2 million in 2023 associated with the performance-based grant of stock options and restricted stock units to the Company’s Founder and Executive Chairman.

The performance targets were not met in the second quarter of 2024, and the deferred tax asset was reversed.

In addition, the $ 8.8 million valuation allowance relates to certain foreign net operating loss carryforwards, where the Company has determined that there is sufficient uncertainty regarding the future realization of these net operating losses.

In addition, the valuation allowance of $ 4.8 million relates to certain foreign net operating loss carryforwards, and $ 1.7 million relates to certain US Federal and State tax attributes, where the Company has determined that there is sufficient uncertainty regarding the future realization of these net operating losses.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes changes to the Company’s unrecognized tax benefits as follows (in thousands):

5 unchanged sentences

Gross reductions for tax positions of prior years — ( 6,983 ) ( 958 )

Gross expirations ( 3,708 ) — —

Balance of unrecognized tax benefits at December 31 $ 9,104 $ 12,296 $ 13,516

8 unchanged sentences

Internal Revenue Service closed the audit for tax years 2017 through 2021 with $ 0.9 million of additional tax and interest assessed.

The Company is currently under examination by the state of California for

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the tax years 2021 through 2022.

During the tax year ending December 31, 2025 the state of California closed the audit for tax years 2021 and 2022 with no changes.

The Company is currently under examination by the state of New York for the tax years 2022 and 2023.

The Company is no longer subject to U.S.

2 unchanged sentences

and foreign tax jurisdictions which are available to reduce future income taxes and the majority of this amount relates to jurisdictions with an indefinite carryforward period.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(15) Net Income Per Share

14 unchanged sentences

Anti-dilutive shares excluded from the calculation 1,539 1,551 944

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(16) Segment and Geographic Information

5 unchanged sentences

The following table reconciles the company’s revenues and significant operating expense categories used to evaluate the business and allocate resources to Net income:

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

11 unchanged sentences

182,424 143,074 128,868

Impairment of lease and related assets — — 18,664

Total operating expenses 914,866 866,554 806,187

2 unchanged sentences

Interest expense ( 16,826 ) ( 10,561 ) ( 1,857 )

Other income / (expense), net 4,401 5,664 ( 1,251 )

Other income, net 17,098 4,401 5,664

Income before income taxes 75,331 62,548 122,468

26 unchanged sentences

Included in Europe is Ireland, which comprised 23 % and 20 % of total long-lived tangible assets as of December 31, 2025 and 2024, respectively.

Included in Rest of the world is Australia, which comprised 20 % of total long-lived tangible assets as of December 31, 2025.

No other country accounts for more than 10% of the Company’s long-lived tangible assets in any period presented.

4 unchanged sentences

In addition, for the years ended December 31, 2025 and 2024, the Company recorded right-of-use assets of $ 0.8 million and $ 2.9 million, respectively, which were obtained in exchange for lease obligations.

For the years ended December 31, 2024 and 2023, the Company’s operating leases have a weighted average remaining lease term of 4.1 years and 4.8 years, respectively, and a weighted average discount rate of 6.5 % and 6.3 %, respectively.

For the years ended December 31, 2025 and 2024, the Company’s operating leases have a weighted average remaining lease term of 3.3 years and 4.1 years, respectively, and a weighted average discount rate of 6.5 %.

Balance sheet information for the Company’s leases as of December 31, 2025, is as follows:

16 unchanged sentences

The Company is also party to a letter of credit as a security deposit for this leased facility, in the amount of $ 1.3 million.

Impairment of Lease and Related Assets

In the fourth quarter of 2022, the Company completed an analysis of leased-office usage and (i) ceased using certain of its office space, including two floors of its headquarters in New York City as well as (ii) abandoned certain other smaller office spaces.

This triggered the recognition of an $ 18.7 million impairment charge, of which $ 15.9 million and $ 2.8 million relates to right-of-use assets and property and equipment, respectively.

The Company calculated the fair value of the right-of-use asset and property and equipment for the impacted office spaces based on estimated future discounted cash flows using significant unobservable inputs.

These inputs include (i) the length of time necessary to market the office space and commence receiving sub-lease income, (ii) the anticipated amount of sub-lease income and tenant improvement allowances, and (iii) a discount rate incorporating risks associated with these projected cash flows.

This fair value measurement is classified as Level 3 in the fair value hierarchy.

The Company fully impaired the Right-of-use assets and Property and equipment associated with the abandoned smaller office spaces.

(18) Commitments and Contingencies

5 unchanged sentences

Legal Matters

From time to time, the Company may become party to litigation in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation.

The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable.

In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss.

A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter.

The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters.

Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows.

Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The Company currently has no material active litigation matters and, accordingly, no material reserves related to litigation.

Although we are not currently a party to any material pending litigation (except as described below), from time to time, third parties assert claims against us regarding intellectual property rights, employment matters, privacy issues and other matters arising during the ordinary course of business.

Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows.

In addition, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims.

Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Except as described below, the Company currently has no material active litigation matters and, accordingly, no material reserves related to litigation.

SHUTTERSTOCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Since the definitive proxy statement filed with the SEC on April 30, 2025 (the “Proxy Statement”), two complaints have been filed against Shutterstock and each member of Shutterstock’s board of directors (the “Individual Defendants”).

The two complaints are captioned as follows:

Shutterstock, Inc., et al., 682860/2025 (filed in the Supreme Court of the State of New York, County of New York, Commercial Division (the “Johnson Action”) and Weiss v.

Shutterstock, Inc., et al., 652853/2025 at ECF No.

1, filed in the Supreme Court of the State of New York, County of New York, Commercial Division (the “Weiss Action”, and together with the Johnson Action, the “Stockholder Actions”).

The Stockholder Actions allege that, among other things, the Proxy Statement contains false and misleading and/or incomplete information regarding the Merger.

The Stockholder Actions assert claims for (i) negligent misrepresentation and concealment, and (ii) negligence in connection with the filing of the allegedly false and misleading Proxy Statement.

The Stockholder Actions seek an injunction enjoining the consummation of the Merger unless and until the Individual Defendants disclose the allegedly omitted material information, in the event that the Merger are consummated, rescission of the Merger and awarding actual and punitive damages to plaintiff, and an award of attorneys’ and experts’ fees.

The Company currently does not expect the outcome of pending legal proceedings to have a material effect on its consolidated results of operations, financial position or cash flows.

In addition to the Stockholder Actions, beginning on April 25, 2025, certain purported stockholders of Shutterstock and Getty Images sent demand letters (the “Demand Letters”, and together with the Stockholder Actions, the “Matters”) alleging similar deficiencies regarding the disclosures made in the Proxy Statement and seeking additional disclosures to address those alleged deficiencies.

Shutterstock believes it has substantial defenses in connection with the Matters and no supplemental disclosure is required under applicable law.

However, in order to avoid the risk that the 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, Shutterstock has determined to voluntarily supplement the Proxy Statement as described in the Current Report on Form 8-K filed with the SEC on May 30, 2025, to provide additional information to Shutterstock stockholders.

Nothing in said Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth therein or in the Proxy Statement.

To the contrary, Shutterstock denies all allegations in the Matters that any additional disclosure was or is required.

In August 2024, the Company received a Civil Investigative Demand (a “CID”) from the Federal Trade Commission (the “FTC”) regarding its investigation into the Company’s disclosure and subscription enrollment and cancellation practices under Section 5 of the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”).

The Company has cooperated throughout the investigation, and in January 2026 the FTC entered into discussions with management to resolve this matter.

The defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on the Company’s financial results and operations.

There can be no assurance that the Company will be successful in reaching a favorable resolution of this matter.

Any costs, penalties, remedies or compliance requirements could adversely affect the Company’s ability to operate its business or have a materially adverse impact on its financial results.

As of December 31, 2025, a possible range of loss cannot be reasonably estimated and the Company did not record any material legal contingency accrual associated with this matter.

Customer Indemnifications

104 unchanged sentences

10-Q 001-35669 10.4 November 5, 2019

10.22 § Employment Agreement, dated November 7, 2019, by and between the Company and Jarrod Yahes

8-K 001-35669 10.1 November 18, 2019

10.21 § Employment Agreement, dated May 8, 2022, by and between the Company and Paul J.

8-K 001-35669 10.2 May 11, 2022

10.25 § Employment Agreement, dated January 12, 2023, by and between the Company and John Caine

8-K 001-35669 10.1 January 17, 2023

10.22 Credit Agreement, dated as of May 6, 2022, by and among Shutterstock, Inc., as borrower, certain subsidiary guarantors, certain financial institutions, as lenders, and Bank of America, N.A., as administrative agent for such lenders.

2 unchanged sentences

10-Q 001-35669 10.2 October 25, 2022

10.28 §** Employment Agreement, dated January 13, 2025, by and between the Company and Matthew Furlong

10-K 001-35669 10.1 February 25, 2025

10.24 § Shutterstock Inc.

7 unchanged sentences

10.27 §** Shutterstock, Inc.

Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement for Paul J.

10.28 § Shutterstock, Inc.

Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement

2 unchanged sentences

10-Q 001-35669 10.1 July 22, 2024

10.34 § Transition Agreement by and between Jarrod Yahes and Shutterstock, Inc., dated October 31, 2024.

10-Q 001-35669 10.1 November 1, 2024

10.30 § Employment Agreement by and between Rik Powell and Shutterstock, Inc., dated October 30, 2024.

5 unchanged sentences

19.0 Insider Trading Policy

10-K 001-35669 19.0 February 25, 2025

21.1 ** List of Subsidiaries.

46 unchanged sentences

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 9A. Controls and Procedures