Business Context and Reporting Period
This Form 8-K is a current report filed by Shutterstock, Inc. on May 15, 2026. The filing addresses a significant regulatory development regarding the Company's previously announced merger with Getty Images Holdings, Inc.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a regulatory update rather than a financial results report.
Material Changes and Events
- Regulatory Decision: On May 15, 2026, the UK Competition and Markets Authority (CMA) issued its final report following a Phase 2 review of the proposed merger between Shutterstock and Getty Images.
- Transaction Status: The filing confirms the conclusion of the CMA's Phase 2 review but does not explicitly state the final approval or rejection outcome within the provided text, only that the report was issued.
Guidance, Outlook, and Risks
Forward-Looking Statements: The report includes standard disclaimers regarding forward-looking statements related to the merger, noting that actual results may differ materially due to risks and uncertainties.
Risks and Contingencies:
- The primary risk highlighted is the uncertainty of obtaining applicable regulatory approvals for the proposed transaction on a timely basis or at all.
- Investors are directed to the "Risk Factors" section in the Company's and Getty Images' Annual Reports on Form 10-K for the fiscal year ended December 31, 2025, for a comprehensive discussion of risks.
Management Commentary: Management urges investors to read the definitive information statement and proxy statement/prospectus filed on April 30, 2025, for complete details regarding the transaction.
Investor Verification Checklist
- Verify the specific conclusion of the CMA's final report (approval, rejection, or conditions) by reviewing the full CMA report or subsequent press releases, as the 8-K text only confirms the report's issuance.
- Review the definitive proxy statement/prospectus filed on April 30, 2025, for detailed transaction terms and risk factors.
- Check for any subsequent filings regarding the impact of the CMA decision on the merger timeline or structure.
- Confirm the current status of other global regulatory approvals required for the merger.