Tillkännagivande • 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.

VD-lön i procent	15.02%
Anställning som VD	1.7yrs
Ägande av VD	0.09%
Ledningens genomsnittliga anställningstid	5.4yrs
Styrelsens genomsnittliga mandatperiod	8.5yrs

Datum	Total ersättning	Lön	Företagets resultat
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

Namn	Position	Anställning	Kompensation	Ägarskap
Jonathan Oringer	Founder & Executive Chairman	23.5yrs	US$1.63m	29.74% € 69.6m
Rikki Powell	Interim CEO & CFO	1.7yrs	US$3.52m	0.087% € 202.9k
Paul Hennessy	Non-Executive Advisor	no data	US$11.81m	1.16% € 2.7m
Chris Suh	Vice President of Corporate Development and Investor Relations	no data	inga uppgifter	inga uppgifter
John Lapham	Senior VP	5.4yrs	inga uppgifter	inga uppgifter
Lori Rodney	Head of Global Communications	no data	inga uppgifter	inga uppgifter
Sara Birmingham	Chief Human Resources Officer	5.8yrs	inga uppgifter	inga uppgifter
Aiden Darne	Head of Global Production	5.7yrs	inga uppgifter	inga uppgifter
Meeckel Beecher	Head of Diversity	5.3yrs	inga uppgifter	inga uppgifter
Aimee Egan	Chief Enterprise Officer	2.9yrs	inga uppgifter	inga uppgifter
Jody Vandergriff	Co-Founder & Chief Executive Officer of WebDAM	12.7yrs	inga uppgifter	inga uppgifter

Namn	Position	Anställning	Kompensation	Ägarskap
Jonathan Oringer	Founder & Executive Chairman	23.5yrs	US$1.63m	29.74% € 69.6m
Thomas Evans	Independent Presiding Director	14.3yrs	US$279.20k	0.11% € 249.2k
Deirdre Bigley	Independent Director	10.2yrs	US$254.20k	0.078% € 182.1k
Rachna Bhasin	Independent Director	6.9yrs	US$254.20k	0.088% € 206.6k
Alfonse Upshaw	Independent Director	5.6yrs	US$254.20k	0.034% € 79.5k
Jaime Teevan	Independent Director	2yrs	US$234.20k	0.038% € 88.4k

Uppgifter	Senast uppdaterad (UTC-tid)
Analys av företag	2026/07/22 09:59
Aktiekurs vid dagens slut	2026/07/22 00:00
Intäkter	2026/03/31
Årlig intjäning	2025/12/31

Paket	Uppgifter	Tidsram	Exempel US-källa
Företagets finansiella ställning	10 år	Resultaträkning Kassaflödesanalys Balansräkning	SEC Form 10-K SEC Form 10-Q
Analytikernas konsensusuppskattningar	+3 år	Prognos för finansiella poster Analytikernas prismål	Rapporter från analytiker Blue Matrix
Marknadspriser	30 år	Aktiekurser Utdelningar, splittar och åtgärder	ICE Marknadsdata SEC Form S-1
Ägarskap	10 år	Största aktieägare Insiderhandel	SEC Formulär 4 SEC Formulär 13D
Förvaltning	10 år	Ledningsgrupp Styrelse och verkställande direktörer	SEC Form 10-K SEC Form DEF 14A
Viktiga utvecklingstendenser	10 år	Företagsmeddelanden	SEC Formulär 8-K

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

Shutterstock Förvaltning

Förvaltning kriterier kontrolleras 2/4

Viktig information

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