10-K/A: Shutterstock Files 2025 Annual Report Amendment

Shutterstock, Inc. has filed an amendment to its 2025 annual report on Form 10-K, primarily to include Part III information regarding directors, executive compensation, and corporate governance.

Summary

• This filing is an amendment (Amendment No. 1) to Shutterstock, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment is being filed to include previously omitted information required by Part III of Form 10-K, specifically concerning Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accountant Fees and Services.
• The original Form 10-K was filed on February 17, 2026.
• New certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included as exhibits.
• The filing details the company's board of directors and executive officers as of March 31, 2026, including their backgrounds and roles.
• It also provides extensive information on the company's executive compensation philosophy, structure, and specific awards for fiscal year 2025, including base salaries, bonuses, and long-term incentive awards (RSUs).
• Details on director compensation, including cash retainers and equity awards, are also provided.
• The filing reiterates the pending merger with Getty Images Holdings, Inc.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the procedural nature of the amendment and the inclusion of detailed governance and compensation information. While financial metrics show growth, the pending merger introduces uncertainty regarding the company's future as a standalone entity.

Positives

• The company has a robust board of directors with diverse expertise, including individuals with significant experience in technology, media, and finance.
• Executive compensation is designed to align with corporate performance and stockholder interests, with a significant portion being performance-based and at-risk.
• The company maintains strong corporate governance practices, including an independent Compensation Committee and adherence to ethical codes.
• Director compensation includes equity awards, aligning their interests with long-term stockholder value.
• The company has a clawback policy in place to recover erroneously awarded incentive-based compensation.
• The filing confirms the company's commitment to transparency by providing detailed information on executive and director compensation, and security ownership.

Negatives

• The departure of Matthew Furlong as Chief Marketplace Officer in September 2025, with his unvested equity awards forfeited.
• The compensation structure for the Executive Chairman, Jonathan Oringer, includes a nominal base salary of $1, with compensation heavily weighted towards long-term stock performance.
• The pending merger with Getty Images may lead to the delisting and deregistration of Shutterstock's common stock from the NYSE.

Risks

• The pending merger with Getty Images is subject to customary closing conditions, including receipt of required regulatory approvals, which could delay or prevent the completion of the transaction.
• The company's insider trading policy governs the purchase and sale of securities by directors, officers, and employees, aiming to prevent violations of insider trading laws.
• The clawback policy requires recovery of incentive-based compensation in the event of an accounting restatement, which could lead to financial implications for executives.

Future Outlook

The filing does not contain specific forward-looking financial guidance but discusses the pending merger with Getty Images, which, if completed, will result in Shutterstock's common stock being delisted from the NYSE.

Management Comments

• "Our success depends, in part, on our ability to attract, engage, motivate and retain highly talented individuals who are committed to our vision, strategy and values."
• "One of the key objectives of our executive compensation program is to maintain a strong alignment between corporate performance and executive compensation by tying incentive compensation to the achievement of performance metrics that we believe increase the Company's long-term value and align our executives interests with the interests of our stockholders."
• "We believe that our compensation mix supports our objective of focusing on at-risk compensation having significant financial upside based on company and individual performance."
• "Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing the business..."

Industry Context

StockSavvy.ai notes that Shutterstock's filing highlights its ongoing efforts to align executive compensation with performance, a common practice in the competitive digital content and software services industry. The pending merger with Getty Images is a significant strategic move, reflecting consolidation trends within the visual content sector.

Comparison to Industry Standards

• The peer group used for compensation decisions includes companies like Alarm.com Holdings, Inc., Box, Inc., Dropbox, Inc., Etsy, Inc., and Yelp Inc., which are comparable technology and software services companies.
• The company's revenue growth of 6% in 2025 is within the typical range for established players in the digital content and SaaS markets, though specific comparisons would require detailed analysis of competitors' latest reports.
• Adjusted EBITDA margin of 27.5% is a strong indicator of operational efficiency, and comparisons would be made against peers like Adobe, Getty Images (pre-merger), and other creative software providers.

Management Changes

Corporate Governance

Related Party Transactions

• No related party transactions exceeding $120,000 were disclosed as occurring or being proposed since January 1, 2025.

Stakeholder Impact

• Shareholders: The pending merger with Getty Images is a significant event that will impact shareholder value and potentially lead to delisting. Executive and director compensation structures are designed to align with shareholder interests.
• Employees: Executive compensation programs aim to attract, retain, and motivate talent. The merger may lead to changes in employment structures.
• Management: Detailed compensation packages and severance agreements are outlined, reflecting the importance of retaining key executives.
• Directors: Compensation for non-employee directors includes cash retainers and equity awards, aligning their interests with long-term company performance.

Next Steps

• Completion of the merger with Getty Images, subject to regulatory approvals and customary closing conditions.
• Potential delisting and deregistration of Shutterstock's common stock from the NYSE upon closing of the merger.
• Ongoing review and potential adjustments to executive and director compensation policies.

Key Dates

Recommendation

The filing is an amendment to a previous report, primarily adding Part III information. While the underlying financial performance for 2025 shows positive trends, the significant event is the pending merger with Getty Images. Until the merger's completion and its terms are fully realized, or if the merger is terminated, holding the stock allows investors to await further developments. The company's operational performance is solid, but the strategic direction is in flux due to the merger.

Keywords

Shutterstock, SEC Filing, 10-K/A, Annual Report, Executive Compensation, Corporate Governance, Board of Directors, Getty Images Merger, Rik Powell, Paul Hennessy, Jonathan Oringer