Announcement • Jul 08

Getty Images Holdings, Inc. (NYSE:GETY) cancelled the acquisition of Shutterstock, Inc. (NYSE:SSTK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others in a merger of equals transaction.

Getty Images Holdings, Inc. (NYSE:GETY) entered into an agreement to acquire Shutterstock, Inc. (NYSE:SSTK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $1.2 billion in a merger of equals transaction on January 6, 2025. On December 10, 2024, Getty Images and Shutterstock entered into a letter agreement. Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following: (i) $28.84870 per share in cash for each share of Shutterstock common stock they own (ii) 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own; or (iii) a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own. Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share as of immediately before close and 9.17 shares of Getty Images stock per Shutterstock share as immediately before close. Based on the common shares outstanding as of the signing date, the aggregate consideration payable by Getty Images would consist of $331 million in cash and 319.4 million shares of Getty Images stock. Shutterstock equity holders with unvested RSU and PSU grants at close will only be eligible to receive the mixed consideration noted above upon vesting with respect to such grants. Shutterstock option holders will have their options and strike prices adjusted by a ratio equal to the sum of (i) 9.17 and (ii) $9.50 divided by the 10-day average closing stock price of Getty Images common stock for the period ending two (2) business days prior to the closing as quoted on NYSE. The combined company will have an enterprise value of approximately $3.7 billion will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol “GETY”. At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis. Shutterstock stockholders would receive total merger consideration (i) with an implied value of approximately $33.07 per share after giving effect to a mixed election, (ii) with an implied value of approximately $35.14 per share after giving effect to a stock election, and (iii) with a value of $28.8487 per share after giving effect to a cash election. If the Merger Agreement is terminated Shutterstock will be required to pay Getty Images a termination fee in the amount of $32.7 million. If the Merger Agreement is terminated (a) Getty Images will be required to pay Shutterstock a termination fee in the amount of $32.7 million under certain specified circumstances if Getty Images enters into a superior proposal within 12 months of termination that is thereafter consummated and (b) by Shutterstock pursuant to the Financing Termination Right, Getty Images will be required to pay Shutterstock a termination fee in the amount of $40 million. In no event will Getty Images be required to pay both termination fees. Getty Images’s Chief Executive Officer, Craig Peters, will serve as Chief Executive Officer of the combined company. The combined company will have an eleven-member Board of Directors, comprised of Getty Images Chief Executive Officer Craig Peters, six directors designated by Getty Images and four directors designated by Shutterstock, including Paul Hennessy, Shutterstock Chief Executive Officer. The Chairman of the Board of Directors of the combined company will be Mark Getty, currently Chairman of Getty Images. The transaction is subject to the shareholders of both Shutterstock and Getty Images. The transaction is subject to the regulatory approvals and the extension or refinancing of Getty Images’ existing debt obligations. The transaction is subject to Getty Images’ registration statement on Form S-4 to be filed in connection with the Transactions having becoming effective, the expiration of the applicable waiting period under the HSR Act. The transaction was unanimously approved by board of directors of both Shutterstock and Getty Images. The combined company will have expected annual cost synergies between $150 million and $200 million by year three and to be accretive to earnings and cash flow beginning in year two. The transaction is expected to close in second half of 2025. As of April 2, 2025, Getty Images and Shutterstock announced the companies have each received a Request for Additional Information and Documentary Material from the U.S. Department of Justice in connection with the Merger. As of June 10, 2025, Shutterstock’s stockholders approved the adoption of the merger agreement between Shutterstock and Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images”), with approximately 82% of the issued and outstanding shares of Shutterstock common stock voting in favor. The CMA announced the launch of its merger inquiry by notice to the Parties on 22 August 2025 and has a deadline of October 20, 2025 for its phase 1 decision. The transaction is expected to close by the end of 2025. As on November 3, 2025, UK Competition and Markets Authority Refers Proposed Merger of Shutterstock and Getty Images for Phase 2 Review. As of February 23, 2026, Shutterstock and Getty Images issued a press release announcing that the United States Department of Justice concluded its review of the previously announced merger and the applicable waiting period under the Hart-Scott-Rodino Act has expired. The transaction is expected to close in 2026. On May 15, 2026, Competition and Markets Authority (CMA) conditionally clears Getty merger with Shutterstock. CMA independent inquiry group concludes deal can proceed if Shutterstock sells its editorial business. On June 30, 2026, the Board of Directors of Getty Images unanimously resolved (a) not to proceed with the process to sell Shutterstock’s editorial business under the supervision of the CMA, and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026. Berenson & Company, LLC acted as financial advisor to Getty for a fee of $2 million, which was not contingent upon closing of the merger and also contingent upon the closing of the merger, an additional fee of $8 million. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Getty for an estimated fee of up to $5 million, $3 million of which became payable to J.P. Morgan at the time opinion is delivered and the remainder of which is payable at Getty Images’ sole discretion upon the consummation of the proposed merger. Michael J. Sheerin, Danielle Li, Steven Messina, Jon A. Hlafter and Todd E. Freed of Skadden, Arps, Slate, Meagher & Flom LLP, and Brian Lavin of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Getty. Allen & Company LLC acted as financial advisor and fairness opinion provider to Shutter for a fee of approximately $20 million, contingent upon the consummation of the merger. In addition, the engagement letter provides for a fee of $4.5 million payable to Allen & Company upon delivery of its opinion, which is creditable against the transaction fee payable upon consummation of the merger. Kimberly Petillo-Decossard, Ross Sturman, Joseph Rosati, Keith Hallam, Matthew Barnett, George Paul, Heather Greenfield, Marc Israel, Orion Berg, Henrik Patel, David Dreier, Eliza McDougall, Binoy Dharia, Yehuda Rubel and Arlene Arin Hahn of White & Case LLP acted as legal advisor to Shutter. Equiniti Trust Company, LLC acted as transfer agent to Getty Images. D.F. King & Co., Inc. acted as information agent for Shutter. Getty Images Holdings, Inc. (NYSE:GETY) cancelled the acquisition of Shutterstock, Inc. (NYSE:SSTK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others in a merger of equals transaction on July 7, 2026. The transaction was abandoned after Getty Images decided not to accept the UK competition regulator's requirement to sell Shutterstock's editorial business.

CEO salary percentage	15.02%
CEO tenure	1.7yrs
CEO ownership	0.09%
Management average tenure	5.4yrs
Board average tenure	8.5yrs

Date	Total Compensation	Salary	Company Earnings
Mar 31 2026	n/a	n/a	-US$21m
Dec 31 2025	US$4m	US$529k	US$45m
Sep 30 2025	n/a	n/a	US$60m
Jun 30 2025	n/a	n/a	US$64m
Mar 31 2025	n/a	n/a	US$38m
Dec 31 2024	US$1m	US$211k	US$36m

Name	Position	Tenure	Compensation	Ownership
Jonathan Oringer	Founder & Executive Chairman	23.5yrs	US$1.63m	29.74% $ 83.1m
Rikki Powell	Interim CEO & CFO	1.7yrs	US$3.52m	0.087% $ 242.3k
Paul Hennessy	Non-Executive Advisor	no data	US$11.81m	1.16% $ 3.2m
Chris Suh	Vice President of Corporate Development and Investor Relations	no data	no data	no data
John Lapham	Senior VP	5.4yrs	no data	no data
Lori Rodney	Head of Global Communications	no data	no data	no data
Sara Birmingham	Chief Human Resources Officer	5.8yrs	no data	no data
Aiden Darne	Head of Global Production	5.7yrs	no data	no data
Meeckel Beecher	Head of Diversity	5.3yrs	no data	no data
Aimee Egan	Chief Enterprise Officer	2.9yrs	no data	no data
Jody Vandergriff	Co-Founder & Chief Executive Officer of WebDAM	12.7yrs	no data	no data

Name	Position	Tenure	Compensation	Ownership
Jonathan Oringer	Founder & Executive Chairman	23.5yrs	US$1.63m	29.74% $ 83.1m
Thomas Evans	Independent Presiding Director	14.3yrs	US$279.20k	0.11% $ 297.6k
Deirdre Bigley	Independent Director	10.2yrs	US$254.20k	0.078% $ 217.5k
Rachna Bhasin	Independent Director	6.9yrs	US$254.20k	0.088% $ 246.7k
Alfonse Upshaw	Independent Director	5.6yrs	US$254.20k	0.034% $ 95.0k
Jaime Teevan	Independent Director	2yrs	US$234.20k	0.038% $ 105.5k

Data	Last Updated (UTC time)
Company Analysis	2026/07/17 20:02
End of Day Share Price	2026/07/17 00:00
Earnings	2026/03/31
Annual Earnings	2025/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Nitin Bansal	BofA Global Research
Youssef Squali	Cantor Fitzgerald & Co.
Andrew Boone	Citizens JMP Securities, LLC

Shutterstock Management

Management criteria checks 2/4

Key information

Recent management updates

Shutterstock, Inc. Announces CEO Changes, Effective July 13, 2026

Shutterstock, Inc., Annual General Meeting, Dec 22, 2025

Shutterstock, Inc. Appoints Matt Furlong to Lead Its Marketplace Division as Chief Marketplace Officer on January 13, 2025

Shutterstock, Inc. Announces Executive Changes

Shutterstock, Inc. Appoints Jaime Teevan to Its Board of Directors

CEO & Director recently bought US$480k worth of stock

Recent updates

Shutterstock, Inc. Announces CEO Changes, Effective July 13, 2026

Shutterstock, Inc. to Report Q2, 2026 Results on Aug 06, 2026

Getty Images Holdings, Inc. (NYSE:GETY) cancelled the acquisition of Shutterstock, Inc. (NYSE:SSTK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others in a merger of equals transaction.

Getty Images Holdings, Inc. (NYSE:GETY) cancelled its acquisition of Shutterstock, Inc. (NYSE:SSTK) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others.

New minor risk - Share price stability

Upcoming dividend of US$0.36 per share

New major risk - Revenue and earnings growth

First quarter dividend of US$0.36 announced

New major risk - Revenue and earnings growth

First quarter 2026 earnings released: US$1.34 loss per share (vs US$0.54 profit in 1Q 2025)

Shutterstock, Inc. announces Quarterly dividend, payable on June 18, 2026

Shutterstock Inc Launches AI Video Generator

Shutterstock Inc. Launches Licensed Content App in ChatGPT

Shutterstock Inc Announces Major Expansion of Licensed Training Datasets

New minor risk - Dividend sustainability

Third quarter 2025 earnings released: EPS: US$0.38 (vs US$0.50 in 3Q 2024)

Investor sentiment deteriorates as stock falls 18%

Third quarter dividend increased to US$0.36

Shutterstock, Inc. Declares A Cash Dividend on Common Share , Payable on March 19, 2026

Upcoming dividend of US$0.33 per share

Third quarter dividend of US$0.33 announced

New major risk - Revenue and earnings growth

Shutterstock, Inc., Annual General Meeting, Dec 22, 2025

Third quarter 2025 earnings released: EPS: US$0.38 (vs US$0.50 in 3Q 2024)

UK Competition and Markets Authority Refers Proposed Merger of Getty Images and Shutterstock for Phase 2 Review

Shutterstock, Inc. Receives Notice from the UK's Competition and Markets Authority of Their Intent to Refer the Proposed Merger of Shutterstock and Getty Images Holdings, Inc

Investor sentiment improves as stock rises 15%

Shutterstock, Inc. Launches Suite of AI Services for Model Training and Evaluation

Upcoming dividend of US$0.33 per share

New minor risk - Earnings quality

Second quarter 2025 earnings released: EPS: US$0.83 (vs US$0.10 in 2Q 2024)

First quarter dividend of US$0.33 announced

Shutterstock, Inc. Declares Dividend, Payable on September 18, 2025

Shutterstock, Inc.(NYSE:SSTK) dropped from Russell 2000 Growth-Defensive Index

Upcoming dividend of US$0.33 per share

First quarter 2025 earnings released: EPS: US$0.54 (vs US$0.45 in 1Q 2024)

Fourth quarter dividend of US$0.33 announced

Shutterstock, Inc. Declares Cash Dividend on Common Share, Payable on June 19, 2025

Investor sentiment deteriorates as stock falls 15%

New major risk - Share price stability

Upcoming dividend of US$0.33 per share

Third quarter 2024 earnings released: EPS: US$0.50 (vs US$0.79 in 3Q 2023)

Investor sentiment deteriorates as stock falls 16%

Third quarter dividend increased to US$0.33

Shutterstock, Inc. Declares Cash Dividend, Payable on March 20, 2025

Shutterstock, Inc. to Report Q4, 2024 Results on Feb 25, 2025

Getty Images Holdings, Inc. (NYSE:GETY) entered into an agreement to acquire Shutterstock, Inc. (NYSE:SSTK) for $1.2 billion in a merger of equals transaction.

Shutterstock, Inc. Appoints Matt Furlong to Lead Its Marketplace Division as Chief Marketplace Officer on January 13, 2025

Investor sentiment improves as stock rises 21%

Upcoming dividend of US$0.30 per share

Third quarter dividend of US$0.30 announced

New major risk - Dividend sustainability

Shutterstock, Inc. Updates Earnings Guidance for the Year 2024

Third quarter 2024 earnings released: EPS: US$0.50 (vs US$0.79 in 3Q 2023)

Shutterstock, Inc. Declares Cash Dividend, Payable on December 13, 2024

Shutterstock, Inc. to Report Q3, 2024 Results on Oct 29, 2024

Shutterstock, Inc. Announces Executive Changes

Upcoming dividend of US$0.30 per share

Second quarter 2024 earnings released: EPS: US$0.10 (vs US$1.39 in 2Q 2023)

Investor sentiment deteriorates as stock falls 17%

Shutterstock, Inc. Updates Earnings Guidance for the Year 2024

Shutterstock, Inc. Launches First Ethical Generative 3D API

First quarter dividend of US$0.30 announced

Investor sentiment improves as stock rises 15%

Shutterstock, Inc. to Report Q2, 2024 Results on Aug 06, 2024

Shutterstock, Inc. Appoints Jaime Teevan to Its Board of Directors

CEO & Director recently bought US$480k worth of stock

Upcoming dividend of US$0.30 per share

Shutterstock, Inc. Increases Earnings Guidance for 2024