SSTKHIGH SIGNALREGULATORY10-K

Shutterstock's proposed merger with Getty Images faces significant regulatory scrutiny with DOJ requests for additional information and UK CMA Phase 2 review, while the company shows strong operational improvement with 410% operating cash flow growth.

The merger approval process has become more complex with both U.S. and UK regulators conducting deeper investigations, creating uncertainty about deal completion timing and potential conditions. However, stockholder approval was secured in June 2025, and the company's underlying business performance has strengthened significantly during the regulatory review period.

Comparing 2026-02-17 vs 2025-02-25View on EDGAR →
FINANCIAL ANALYSIS

Shutterstock delivered exceptionally strong financial performance with operating cash flow surging 410% to $166.7M, demonstrating much improved cash generation capabilities. The balance sheet strengthened across key metrics with cash increasing 60% to $178.2M and stockholders' equity growing 12% to $581M, while net income rose 26.6% to $45.5M. This comprehensive financial improvement suggests the underlying business is performing well despite the merger uncertainty, providing investors with confidence in standalone value creation.

FINANCIAL STATEMENT CHANGES
Operating Cash Flow
Cash Flow
+410.6%
$32.6M$166.7M

Operating cash flow surged 410.6% — exceptional cash generation, highest quality earnings signal.

Cash & Equivalents
Balance Sheet
+60.2%
$111.3M$178.2M

Cash position surged 60.2% — strong cash generation or capital raise providing significant financial cushion.

Current Assets
Balance Sheet
+32.3%
$256.0M$338.6M

Current assets grew 32.3% — improving short-term liquidity or inventory/receivables build.

Net Income
P&L
+26.6%
$35.9M$45.5M

Net income grew 26.6% — bottom-line growth signals improving overall business health.

Accounts Receivable
Balance Sheet
+18.3%
$95.2M$112.6M

Receivables grew 18.3% — monitor days sales outstanding for collection efficiency.

Stockholders Equity
Balance Sheet
+12.1%
$518.4M$581.0M

Equity base grew 12.1% — retained earnings accumulation or equity issuance strengthening the balance sheet.

LANGUAGE CHANGES
NEW — 2026-02-17
PRIOR — 2025-02-25
ADDED
On February 13, 2026, 35,546,755 shares of the registrant s common stock were outstanding.
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.
On April 2, 2025, the Company and Getty Images each received a Request for Additional Information and Documentary Material from the U.S.
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REMOVED
On February 21, 2025, 34,893,659 shares of the registrant s common stock were outstanding.
The closing of the Merger is subject to the satisfaction of closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images existing debt obligations.
Our Content is distributed to customers under the following brands: Shutterstock; Envato; Pond5; TurboSquid; PicMonkey; PremiumBeat; Splash News; Backgrid; Bigstock; and Offset.
Envato, which was acquired by the Company on July 22, 2024, also offers a variety of digital assets and templates.
Pond5 is a video-first content marketplace which expands the Company s content offerings across footage, image and music.
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