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What changed in Shutterstock, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Shutterstock, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+283 added−276 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-25)

Top changes in Shutterstock, Inc.'s 2025 10-K

283 paragraphs added · 276 removed · 231 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFor customers seeking specialized solutions, Shutterstock Studios extends our offerings by providing custom, high-quality content matched with production tools and services at scale, leveraging assets from all brands or creating new assets as required. Our Data, Distribution, and Services Offering Our Data, Distribution, and Services offering addresses customer demand for products and services that are beyond our Content licenses.
Biggest changeBigstock maintains a separate content library tailored for creators seeking to incorporate cost-effective imagery into their projects. Envato provides enhanced digital creative assets and templates. For customers seeking specialized solutions, Shutterstock Studios extends our offerings by providing custom, high-quality content matched with production tools and services at scale, leveraging assets from all brands or creating new assets as required.
Over the past several years, our investments in marketing have represented a significant percentage of revenue. This spend considers, among other things, the blended average customer value across our various purchase options so we can manage customer acquisition costs and aim to achieve targeted returns.
Over the past several years, our investments in marketing have represented a significant percentage of revenue. This spend considers, among other things, the blended average customer value across our various purchase options so we can manage customer acquisition costs and aim to achieve targeted returns.
Each holder of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock; (b) Cash consideration of $28.8487; or (c) 13.67237 shares of Getty Images common stock.
Each holder of shares of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock (a “Mixed Election”); (b) Cash consideration of $28.8487; or (c) 13.67237 shares of Getty Images common stock.
Our top 25 customers in the aggregate accounted for less than 20% of our revenue in 2024. Our customers are typically classified among three categories, as follows: • Corporate Professionals and Organizations. Marketing and communications professionals incorporate licensed content in the work they produce for their organizational or clients’ business communications.
Our top 25 customers in the aggregate accounted for less than 20% of our revenue in 2025. Our customers are typically classified among three categories, as follows: • Corporate Professionals and Organizations. Marketing and communications professionals incorporate licensed content in the work they produce for their organizational or clients’ business communications.
Our contributor website operates in 29 languages and contributors can register and upload content directly through our website or within our mobile application. We use proprietary AI driven technology along with a trained team of reviewers to complete a comprehensive evaluation of all content submissions.
Our contributor website operates in 23 languages and contributors can register and upload content directly through our website or within our mobile application. We use proprietary AI driven technology along with a trained team of reviewers to complete a comprehensive evaluation of all content submissions.
These events could dampen growth in the use of the internet in general, and cause Shutterstock to divert significant resources and funds to addressing these issues, and possibly require us to change our business practices. 12 Table of Contents Competition We seek to be an integral component of the creative process for our customers based on a number of factors including the quality, relevance and breadth of content; ability to source new content; accessibility of content; distribution capabilities; ease and speed of search and fulfillment; content pricing models and practices; content licensing options and the degree to which users are protected from legal risk; brand recognition and reputation; the effective use of current and emerging technology; the global nature of our interfaces and marketing efforts, including the degree of localization; and customer service.
These events could dampen growth in the use of the internet in general, and cause Shutterstock to divert significant resources and funds to addressing these issues, and possibly require us to change our business practices. 12 Table of Contents Competition We seek to be an integral component of the creative process for our customers based on a number of factors including the quality, relevance and breadth of content; ability to source new content; accessibility of content; distribution capabilities; ease and speed of search and fulfillment; content pricing models and practices; content licensing options and the degree to which users are protected from legal risk; brand recognition and reputation; the effective use of current and emerging technology, including artificial intelligence (“AI”) and generative AI; the global nature of our interfaces and marketing efforts, including the degree of localization; and customer service.
We encourage employee engagement through regular employee events, productive communication, our global recognition program and by creating a culture of belonging. 13 Table of Contents Seasonality Our operating results may fluctuate from quarter to quarter as a result of a variety of factors.
We encourage employee engagement through regular employee events, productive communication, our global recognition program and by creating a culture of belonging. Seasonality Our operating results may fluctuate from quarter to quarter as a result of a variety of factors.
Whether photographers, videographers, illustrators, designers or musicians, our community of contributors ranges from part-time enthusiasts to full-time professionals. The content contributed by our five highest-earning contributors was together responsible for less than 3% of downloads in 2024, demonstrating the depth and diversity of our contributor population.
Whether photographers, videographers, illustrators, designers or musicians, our community of contributors ranges from part-time enthusiasts to full-time professionals. The content contributed by our five highest-earning contributors was together responsible for less than 4% of downloads in 2025, demonstrating the depth and diversity of our contributor population.
Through our Total Rewards program, we provide our employees with competitive fixed and/or variable pay, and for eligible employees we currently provide access to medical, dental and life insurance benefits, disability coverage, a 401(k) plan, equity-based compensation and employee assistance programs, among other benefits.
Through our Total Rewards program, we provide our employees with competitive fixed and/or variable pay, and for eligible employees we currently provide access to medical, dental and life insurance benefits, disability coverage, a 401(k) plan, equity-based compensation and employee assistance programs, among 13 Table of Contents other benefits.
Human Capital The Company and its consolidated subsidiaries have 1,715 full-time employees as of December 31, 2024, as compared to 1,274 as of December 31, 2023. Approximately 57% of our global workforce is located in North America and 23% are located in Europe with the remainder located in the rest of the world.
Human Capital The Company and its consolidated subsidiaries have 1,565 full-time employees as of December 31, 2025, as compared to 1,715 as of December 31, 2024. Approximately 57% of our global workforce is located in North America and 23% are located in Europe with the remainder located in the rest of the world.
Some of our currently and potentially significant competitors include: • other online platforms that feature marketplaces for stock content such as Getty Images and its iStockphoto offering, AdobeStock, Freepik and Storyblocks; • specialized visual content companies that are established in local, content or product-specific market segments, such as Visual China Group; • providers of commercially licensable music such as Universal Music Publishing Group, Sony/ATV Music Publishing and Warner/Chappell Music; • websites focused on providing creative workflow tools such as Adobe, Canva, Picsart and Bending Spoons; • websites focused on image search and discovery such as Google Images; • providers of free images, photography, music, footage and related tools; • social networking and social media services, including GIF platforms such as Alphabet’s Tenor; and • commissioned photographers and photography agencies.
Some of our currently and potentially significant competitors include: • other online platforms that feature marketplaces for stock content such as Getty Images and its iStockphoto offering, AdobeStock, Freepik, 123RF, Dreamstime and Storyblocks; • specialized visual content companies that are established in local, content or product-specific market segments, such as Visual China Group; • providers of commercially licensable music such as Universal Music Publishing Group, Sony/ATV Music Publishing and Warner/Chappell Music; • websites focused on providing creative workflow tools such as Adobe, Canva, Picsart and Bending Spoons; • AI companies and generative AI tools, including Midjourney, Dall-E, Stable Diffusion, and Gemini, among others; • websites focused on image search and discovery such as Google Images; • providers of free images, photography, music, footage and related tools; • social networking and social media services, including GIF platforms such as Alphabet’s Tenor; and • commissioned photographers and photography agencies.
In addition, we compete with the alternative of creating one’s own content or choosing not to consume licensed content due to price considerations or because the user is not aware of how to access licensed content.
In addition, we compete with the alternative of creating one’s own content (including customer’s in-house solutions) or choosing not to consume licensed content due to price considerations or because the user is not aware of how to access licensed content.
In addition, the Protection of Children From Sexual Predators Act of 1998 provides for reporting and other obligations by online service providers in the area of child pornography. • The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations. • The European Union General Data Protection Regulation (“GDPR”), which governs how we can collect and process the personal data of, primarily, European Union residents. • The California Consumer Privacy Act of 2018 (“CCPA”), which governs how we can collect and process the personal data of California residents.
In addition, the Protection of Children From Sexual Predators Act of 1998 provides for reporting and other obligations by online service providers in the area of child pornography. • The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations. • The European Union General Data Protection Regulation (“EU GDPR”) and UK General Data Protection Regulation or (“UK GDPR”), which governs how we can collect and process the personal data of, primarily, European Union residents.
We also develop and continuously invest in contributor-facing web properties, which operate in 29 languages and enable individuals and creative professionals to become contributors, upload and tag content, receive feedback on their submissions from our review team, see reports on earnings and payouts, and participate in online discussion forums with other contributors, among other activities.
We also develop and continuously invest in contributor-facing web properties, which operate in 23 languages and enable individuals and creative professionals to become contributors, upload and tag content, receive feedback on their submissions from our review team, and see reports on earnings and payouts, among other activities.
In particular, certain provisions of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) have had and will continue to have a significant impact on our financial position and results of operations. The TCJA continues to be subject to further regulatory interpretation and technical corrections by the U.S.
In particular, certain provisions of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) and “One Big Beautiful Bill Act”, or “OBBBA” have had and will continue to have a significant impact on our financial position and results of operations. The TCJA continues to be subject to further regulatory interpretation and technical corrections by the U.S.
Our Content and Data, Distribution, and Services offering revenues are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Content $ 760,011 $ 737,264 $ 789,306 Data, Distribution, and Services 175,251 137,323 38,520 Total Revenue $ 935,262 $ 874,587 $ 827,826 Merger Agreement with Getty Images On January 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc.
Our Content and Data, Distribution, and Services offering revenues are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Content $ 786,661 $ 760,011 $ 737,264 Data, Distribution, and Services 203,264 175,251 137,323 Total Revenue $ 989,925 $ 935,262 $ 874,587 Merger Agreement with Getty Images On January 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc.
PicMonkey is a leading online graphic design and image editing platform. PremiumBeat offers exclusive high-quality music tracks and provides producers, filmmakers and marketers the ability to search handpicked production music from the world’s leading composers. Splash News and Backgrid, which was acquired on February 1, 2024, provide editorial image and video content across celebrity and red carpet events.
PicMonkey is a leading online graphic design and image editing platform. PremiumBeat offers exclusive high-quality music tracks and provides producers, filmmakers and marketers the ability to search handpicked production music from the world’s leading composers. Splash News provides editorial image and video content across celebrity and red carpet events.
Our Customers We serve a diverse array of customers across a variety of industries, organizational sizes and geographies. For the year ended December 31, 2024, over 4.0 million customers in more than 150 countries licensed revenue-generating content, with approximately 51%, 26% and 23% of revenue coming from customers in North America, Europe and the rest of the world, respectively.
Our Customers We serve a diverse array of customers across a variety of industries, organizational sizes and geographies. For the year ended December 31, 2025, over 3.5 million customers in more than 150 countries licensed revenue-generating content, with approximately 51%, 27% and 22% of revenue coming from customers in North America, Europe and the rest of the world, respectively.
Customers can generate images by entering a description of their desired content into model prompts. Our Content is distributed to customers under the following brands: Shutterstock; Envato; Pond5; TurboSquid; PicMonkey; PremiumBeat; Splash News; Backgrid; Bigstock; and Offset. Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial.
Customers can generate images by entering a description of their desired content into model prompts. Our Content is distributed to customers under the following brands: Shutterstock; Pond5; TurboSquid; PicMonkey; PremiumBeat; Splash News; Bigstock; and Envato.
We believe customers in all industries will look to use Giphy in marketing campaigns as another advertising outlet. Our Data, Distribution, and Services offering also includes high-quality production and custom content at scale provided by Shutterstock Studios (“Studios”). Studios is a cost-effective solution for brands and agencies looking to meet their content needs and create fresh dynamic digital assets.
Our Data, Distribution, and Services offering also includes high-quality production and custom content at scale provided by Shutterstock Studios (“Studios”). Studios is a cost-effective solution for brands and agencies looking to meet their content needs and create fresh dynamic digital assets. Customers can bring an idea, and our Studios team will provide a 360-degree content creation solution.
Slides, PowerPoint, Keynote, WordPress, video, designs for social posts, gaming, podcasts and print-on-demand). Our Marketplace We believe that we benefit from scale and network effects between customers and contributors. We have managed to build a world class library of images, footage clips, music and 3D models, sourced from our vast network of contributors.
We offer a whole spectrum of services at pre-production, production, live production and post-production stages. Our Marketplace We believe that we benefit from scale and network effects between customers and contributors. We have managed to build a world class library of images, footage clips, music and 3D models, sourced from our vast network of contributors.
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. TurboSquid operates a marketplace that offers more than one million 3D models and a 2 dimensional (“2D”) marketplace derived from 3D objects.
Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial. 5 Table of Contents Pond5 is a video-first content marketplace which expands the Company’s content offerings across footage, image and music. TurboSquid operates a marketplace that offers more than one million 3D models and a 2 dimensional (“2D”) marketplace derived from 3D objects.
Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended. 4 Table of Contents Our Content Offering Our Content offering includes licenses for: • Images - consisting of photographs, vectors and illustrations.
The Merger is subject to the satisfaction of customary closing conditions, further described below, including receipt of required regulatory approvals. Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
These products and services include, among other things, the use of our metadata, leveraging our Giphy, Inc. platform, and customized Shutterstock Studios offerings. We have seen increased demand for access to our metadata for machine learning and generative artificial intelligence model training. We offer ethically sourced and licenseable metadata at industry leading scales and quality.
We have seen increased demand for access to our metadata for machine learning and generative artificial intelligence model training. We offer ethically sourced and licenseable metadata at industry leading scales and quality. Our metadata customer base ranges from large technology and media companies to smaller start-up organizations.
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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.
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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 ”).
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Bigstock maintains a separate content library tailored for creators seeking to incorporate cost-effective imagery into their projects. Our Offset brand provides authentic and exceptional content for high-impact use cases that require extraordinary images, featuring work from top assignment photographers and illustrators from around the world.
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The closing of the Merger is subject to the satisfaction or waiver of certain closing conditions, including: 4 Table of Contents • the Shutterstock Stockholder Approval, which condition was subsequently satisfied as described above, and the Getty Images stockholder approval, which condition was subsequently satisfied by the Getty Images stockholder written consent; • Getty Images’ registration statement on Form S-4 to be filed in connection with the Merger having become effective and the mailing of an information statement to Getty Images stockholders at least 20 business days prior to the closing, which condition was subsequently satisfied on April 30, 2025; • absence of any order, injunction or other order or law in certain jurisdictions prohibiting the Merger or making the closing of the Merger illegal; • expiration of the applicable waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other regulatory approvals deemed necessary or advisable including but not limited to the U.K.
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Our metadata customer base ranges from large technology and media companies to smaller start-up organizations. In 2023, we acquired Giphy, Inc. (“Giphy”). Giphy is a content platform that allows users to personalize casual conversations with GIFs, and generates billions of monthly impressions through over 14,000 API partners.
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Competition and Markets Authority (the “CMA”). On April 2, 2025, the Company and Getty Images each received a Request for Additional Information and Documentary Material from the U.S. Department of Justice (“DOJ”) in connection with the Merger and on November 3, 2025, the Company announced that the CMA has referred the Merger to a Phase 2 review process.
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Customers can bring an idea, and our Studios team will provide a 360-degree content creation solution.
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The Company remains committed to the proposed Merger and will continue to engage with the DOJ and the CMA and work with Getty Images to expeditiously secure the necessary clearances; • shares of Getty Images common stock to be issued in connection with the Merger having been approved for listing on the NYSE; • accuracy of each party’s representations and warranties, subject to certain standards set forth in the Merger Agreement; • performance and compliance in all material respects of each party’s agreements and covenants under the Merger Agreement; • absence of any Getty Images material adverse effect or Shutterstock material adverse effect, as applicable and subject to the definitions thereof in the Merger Agreement; • delivery of an opinion of tax counsel that the Second Merger and the Third Merger as defined in the Merger Agreement, taken together, will qualify as a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended; and • Getty Images having amended or otherwise refinanced its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028.
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We offer a whole spectrum of services at pre-production, production, live production and post-production stages. 5 Table of Contents 2024 Acquisitions Backgrid USA, Inc. and Backgrid London LTD On February 1, 2024, the Company completed its acquisition of all of the outstanding shares of Backgrid USA, Inc. and Backgrid London LTD, (collectively, “Backgrid”), for approximately $20 million, subject to customary working capital adjustments.
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On September 18, 2025, the Company and Getty Images agreed to waive this condition such that it is no longer a condition to the Merger. Our Content Offering Our Content offering includes licenses for: • Images - consisting of photographs, vectors and illustrations.
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The total purchase price was paid with existing cash on hand. Backgrid supplies media organizations with real-time celebrity content. The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering of editorial images and footage across celebrity, red carpet and live-events. Envato Pty Ltd. On July 22, 2024, the Company completed its acquisition of Envato Pty Ltd.
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Our Data, Distribution, and Services Offering Our Data, Distribution, and Services offering addresses customer demand for products and services that are beyond our Content licenses. These products and services include, among other things, the use of our metadata, leveraging our Giphy, Inc. platform, and customized Shutterstock Studios offerings.
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(“Envato”) pursuant to a Share Purchase Agreement (the “Purchase Agreement”) entered into on May 1, 2024, to acquire all of the issued and outstanding capital stock of Envato. The aggregate consideration paid by the Company, after customary working capital and other adjustments in accordance with the terms of the Purchase Agreement, was approximately $250 million.
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The EU GDPR and UK GDPR are herein collectively referred to as GDPR. • The California Consumer Privacy Act of 2018 (“CCPA”), and other US state data privacy laws, which governs how we can collect and process the personal data of residents in California and other states. • The EU AI Act of 2024, which will be implemented in phases from August 2026 through December 2030, and other jurisdictions that are considering similar legislation.
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The addition of Envato has: • Complemented Shutterstock’s existing offering with Envato Elements, a leading unlimited multi-asset subscription offering, • Expanded Shutterstock’s reach within faster growing audiences such as freelancers, hobbyists, small businesses and agencies, • Increased Shutterstock’s Content revenue from video, audio, graphics, fonts and templates, and • Further diversified Shutterstock into new content types including code & web themes, product mock-ups, fonts and templates (e.g.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Regulatory and Tax Challenges • Government regulation of the internet, both in the United States and abroad, is evolving and unfavorable changes could have a negative impact on our business. • Action by governments to restrict access to, or operation of, our services or the content we distribute in their countries could substantially harm our reputation, business and financial results. • Income tax laws or regulations could be enacted or changed and existing income tax laws or regulations could be applied to us in a manner that could increase the costs of our products and services, which could harm our financial condition and results of operations. • We may be exposed to greater than anticipated withholding, sales, use, value added and other non-income tax liabilities, including as a result of future changes in laws or regulations, which could harm our financial condition and results of operations. 16 Table of Contents Risks Related to Ownership of Our Common Stock • Our operating results may fluctuate, which could cause our results to fall short of expectations and our stock price to decline. • Our stock price has been and will likely continue to be volatile. • Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and Getty Images’ common stock will fluctuate prior to the completion of the Merger, our stockholders cannot be sure of the market value of the Getty Images common stock they will receive as consideration in the Merger. • Our stockholders will have a reduced ownership and voting interest in Getty Images following the Merger as compared to their ownership and voting interest in us and will exercise less influence over management. • Jonathan Oringer, our founder and Executive Chairman of the Board, owns and controls approximately 31% of our outstanding shares of common stock, and his ownership percentage may increase, including as a result of any share repurchases pursuant to our share repurchase program.
Biggest changeRisks Related to Ownership of Our Common Stock • Our operating results may fluctuate, which could cause our results to fall short of expectations and our stock price to decline. • Our stock price has been and will likely continue to be volatile. • Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and Getty Images’ common stock will fluctuate prior to the completion of the Merger, our stockholders cannot be sure of the market value of the Getty Images common stock they will receive as consideration in the Merger. • Our stockholders will have a reduced ownership and voting interest in Getty Images following the Merger as compared to their ownership and voting interest in us and will exercise less influence over management. • Jonathan Oringer, our founder and Executive Chairman of the Board, owns and controls approximately 31% of our outstanding shares of common stock, and his ownership percentage may increase, including as a result of any share repurchases pursuant to our share repurchase program.
Bribery Act and similar laws in other jurisdictions; • compliance with foreign laws and regulations, including with respect to disclosure requirements, privacy, consumer and data protection, marketing restrictions, human rights, rights of publicity, intellectual property, technology and content; • government regulation of e-commerce and other services and restrictive governmental actions on the distribution of content, such as filtering or removal of content; • disturbances in a specific country’s or region’s political, economic or military conditions, including potential sanctions (e.g., civil, political and economic conditions in markets including but not limited to Russia, Ukraine and the Crimean peninsula); • lower levels of consumer spending in foreign countries or lack of adoption of the internet as a medium of commerce; • longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud; • reduced protection for our or our contributors’ intellectual property rights in certain countries; • laws that grant rights that may conflict with our business operations; • enhanced difficulties of integrating any foreign acquisitions; • difficulty in staffing, developing, managing and overseeing foreign operations as a result of travel distance, language and cultural differences as well as infrastructure, human resources and legal compliance costs; • difficulty enforcing contractual rights in our license agreements; • potential adverse global tax consequences, especially those that may result from the expected proactive global development of greater efforts to identify, capture and subject to income and transactional tax, e-commerce revenue earned solely via the internet; • currency exchange fluctuations, hyperinflation, or devaluation; • strains on our financial and other systems to properly comply with, and administer, VAT, withholdings, sales and other taxes; and • higher costs associated with doing business internationally.
Bribery Act and similar laws in other jurisdictions; • compliance with foreign laws and regulations, including with respect to disclosure requirements, privacy, consumer and data protection, marketing restrictions, human rights, rights of publicity, intellectual property, technology and content; • government regulation of e-commerce and other services and restrictive governmental actions on the distribution of content, such as filtering or removal of content; • disturbances in a specific country’s or region’s political, economic or military conditions, including potential sanctions (e.g., civil, political and economic conditions in markets including but not limited to Russia, Ukraine and the Crimean peninsula); 34 Table of Contents • lower levels of consumer spending in foreign countries or lack of adoption of the internet as a medium of commerce; • longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud; • reduced protection for our or our contributors’ intellectual property rights in certain countries; • laws that grant rights that may conflict with our business operations; • enhanced difficulties of integrating any foreign acquisitions; • difficulty in staffing, developing, managing and overseeing foreign operations as a result of travel distance, language and cultural differences as well as infrastructure, human resources and legal compliance costs; • difficulty enforcing contractual rights in our license agreements; • potential adverse global tax consequences, especially those that may result from the expected proactive global development of greater efforts to identify, capture and subject to income and transactional tax, e-commerce revenue earned solely via the internet; • currency exchange fluctuations, hyperinflation, or devaluation; • strains on our financial and other systems to properly comply with, and administer, VAT, withholdings, sales and other taxes; and • higher costs associated with doing business internationally.
Our corporate governance documents include provisions that: • authorize blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock; • limit the liability of, and provide indemnification to, our directors and officers; • limit the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting; 40 Table of Contents • require advance notice of stockholder proposals and the nomination of candidates for election to our board of directors; • establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; • require that directors only be removed from office for cause; and • limit the determination of the number of directors on our board and the filling of vacancies or newly created seats on the board to our board of directors then in office.
Our corporate governance documents include provisions that: • authorize blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock; • limit the liability of, and provide indemnification to, our directors and officers; • limit the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting; 41 Table of Contents • require advance notice of stockholder proposals and the nomination of candidates for election to our board of directors; • establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; • require that directors only be removed from office for cause; and • limit the determination of the number of directors on our board and the filling of vacancies or newly created seats on the board to our board of directors then in office.
In future periods, our revenue could grow more slowly than in recent periods or further decline for many reasons, including any increase in competition, reduction in demand for our products, inability to introduce new products or enhance our existing product offerings, pricing pressures, contraction of our overall market or our failure to capitalize on growth opportunities.
In future periods, our revenue could grow more slowly than in recent periods or decline for many reasons, including any increase in competition, reduction in demand for our products, inability to introduce new products or enhance our existing product offerings, pricing pressures, contraction of our overall market or our failure to capitalize on growth opportunities.
Growth may also strain our ability to maintain reliable operation of our platform, enhance our operational, financial and management controls and reporting systems and recruit, train and retain highly skilled personnel.
This growth may also strain our ability to maintain reliable operation of our platform, enhance our operational, financial and management controls and reporting systems and recruit, train and retain highly skilled personnel.
Oringer were to own a majority of the outstanding shares of our common stock, he would have the ability to control the outcome of certain matters requiring stockholder approval, including the election and removal of our directors. 39 Table of Contents Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves, and there can be no assurance that our share repurchase program will enhance stockholder value.
Oringer were to own a majority of the outstanding shares of our common stock, he would have the ability to control the outcome of certain matters requiring stockholder approval, including the election and removal of our directors. 40 Table of Contents Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves, and there can be no assurance that our share repurchase program will enhance stockholder value.
In addition, the California Privacy Rights Act 30 Table of Contents (“CPRA”), which came into effect on January 1, 2023 (with a look back to January 2022), amends and expands the CCPA to add additional disclosure obligations (including an obligation to disclose retention periods or criteria for categories of personal information), grant consumers additional rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and establishes a privacy enforcement agency known as the California Privacy Protection Agency (“CPPA”).
In addition, the California Privacy Rights Act (“CPRA”), which came into effect on January 1, 2023 (with a look back to January 2022), amends and expands the CCPA to add additional disclosure obligations (including an obligation to disclose retention periods or criteria for categories of personal information), grant consumers additional rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and establishes a privacy enforcement agency known as the California Privacy Protection Agency (“CPPA”).
Pursuant to our share repurchase program, which was publicly announced in June 2023, we were authorized to repurchase up to $100 million of our outstanding common stock. As of December 31, 2024, there was $30.2 million remaining authorization for purchases under the share repurchase program. Our board may authorize additional purchases at any time.
Pursuant to our share repurchase program, which was publicly announced in June 2023, we were authorized to repurchase up to $100 million of our outstanding common stock. As of December 31, 2025, there was $30.2 million remaining authorization for purchases under the share repurchase program. Our board may authorize additional purchases at any time.
We have incurred and expect to continue to incur costs to obtain directors’ and officers’ insurance as a result of operating as a public company, as well as additional costs necessitated by compliance matters and ongoing revisions to disclosure and governance standards. 41 Table of Contents Also, the TCJA amended Section 162(m) of the U.S.
We have incurred and expect to continue to incur costs to obtain directors’ and officers’ insurance as a result of operating as a public company, as well as additional costs necessitated by compliance matters and ongoing revisions to disclosure and governance standards. 42 Table of Contents Also, the TCJA amended Section 162(m) of the U.S.
Issues relating to the use of new and evolving technologies such as AI in our offerings may result in brand or reputational harm, competitive harm, legal liability, or new or enhanced governmental or regulatory scrutiny, and may cause us to incur additional costs to resolve such issues. We are increasingly building AI into many of our offerings.
Issues relating to the use of new and evolving technologies such as AI, including generative AI, in our offerings may result in brand or reputational harm, competitive harm, legal liability, or new or enhanced governmental or regulatory scrutiny, and may cause us to incur additional costs to resolve such issues. We are increasingly building AI into many of our offerings.
While the CJEU upheld the adequacy of E.U.-specified standard contractual clauses as an adequate mechanism for cross-border transfers of personal data, it made clear that reliance on them alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws in and the right of individuals afforded by, the destination country.
While the CJEU upheld the adequacy of E.U.-specified standard contractual clauses as an adequate mechanism for cross-border transfers of personal data, it made clear that reliance on them alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws in and the right of individuals 30 Table of Contents afforded by, the destination country.
In certain countries, including European jurisdictions in particular, certain of these laws may be more restrictive than in the United States.
In addition, certain countries, including European jurisdictions in particular, certain of these laws may be more restrictive than in the United States.
For example, the Merger Agreement obligates us to generally conduct our business in the ordinary course until the closing and to use our reasonable best efforts to (i) preserve intact our current business organizations, (ii) preserve our assets and properties in good repair and condition and (iii) keep available the services of our current officers and other key employees and preserve our relationships with those having business dealings with us.
For example, the Merger Agreement obligates us to generally conduct our business in the ordinary course until the closing and to use our reasonable best efforts to (i) preserve intact our current business organizations, (ii) preserve our assets and properties in good repair and condition and (iii) keep available the services of our current officers and other key employees and preserve our 17 Table of Contents relationships with those having business dealings with us.
Further, as technology advances or other market dynamics make creating, sourcing, archiving, indexing, reviewing, searching or delivering content easier or more affordable, our existing and potential competitors may also seek to develop new products, technologies or capabilities that could render many of the products, services and content types that we offer obsolete or less competitive.
Further, as technology advances, including AI and generative AI technologies, or other market dynamics make creating, sourcing, archiving, indexing, reviewing, searching or delivering content easier or more affordable, our existing and potential competitors may also seek to develop new products, technologies or capabilities that could render many of the products, services and content types that we offer obsolete or less competitive.
Our business may be disrupted if any of the third-party AI services we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development efforts.
Our business may be disrupted if any of the third-party AI services we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in our product development 22 Table of Contents efforts.
We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations. We may need to raise additional capital in the future and may be unable to do so on acceptable terms or at all.
We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations. 26 Table of Contents We may need to raise additional capital in the future and may be unable to do so on acceptable terms or at all.
Since various jurisdictions 36 Table of Contents have already enacted or are considering enacting digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes as a result of the profit allocation rule under Pillar One, the MLC would require the removal of existing digital services taxes and prohibit the introduction of new digital services taxes.
Since various jurisdictions have already enacted or are considering enacting digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes as a result of the profit allocation rule under Pillar One, the MLC would require the removal of existing digital services taxes and prohibit the introduction of new digital services taxes.
If an actual or perceived breach of our security occurs, the market perception 31 Table of Contents of the effectiveness of our security measures could be harmed and we could lose users and customers. We may also be required to expend significant capital and other resources to protect against such cybersecurity incidents to alleviate problems caused by such incidents.
If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose users and customers. We may also be required to expend significant capital and other resources to protect against such cybersecurity incidents to alleviate problems caused by such incidents.
Furthermore, whether or not the Merger is consummated, we have incurred, and will continue to incur, significant costs, fees and expenses relating to professional services and transaction fees in connection 17 Table of Contents with the proposed Merger. Payment of these costs, fees and expenses could adversely affect our business, financial condition and results of operations.
Furthermore, whether or not the Merger is consummated, we have incurred, and will continue to incur, significant costs, fees and expenses relating to professional services and transaction fees in connection with the proposed Merger. Payment of these costs, fees and expenses could adversely affect our business, financial condition and results of operations.
Transitional climate change risks may subject us to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business, and untimely or inaccurate disclosure could adversely affect our reputation, business or financial performance. 33 Table of Contents Risks Related to our International Operations Our international operations and our continued expansion internationally expose us to many risks.
Transitional climate change risks may subject us to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business, and untimely or inaccurate disclosure could adversely affect our reputation, business or financial performance. Risks Related to our International Operations Our international operations and our continued expansion internationally expose us to many risks.
If access to our services is restricted, in whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
If access to our services is restricted, in 36 Table of Contents whole or in part, in one or more countries or our competitors can successfully penetrate geographic markets that we cannot access, our reputation among our customers, contributors and employees may be negatively impacted, our ability to retain or increase our contributor and customer base may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
Because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all. In addition, we have entered into service level agreements with some of our larger 27 Table of Contents customers and strategic partners.
Because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all. In addition, we have entered into service level agreements with some of our larger customers and strategic partners.
Our continued and future success is also dependent, in part, on our ability to identify, attract, retain and motivate highly skilled technical, managerial, product development, marketing, content operations and customer service personnel and to 24 Table of Contents preserve the key aspects of our corporate culture.
Our continued and future success is also dependent, in part, on our ability to identify, attract, retain and motivate highly skilled technical, managerial, product development, marketing, content operations and customer service personnel and to preserve the key aspects of our corporate culture.
In addition, our employees, including key personnel, may be uncertain about their future roles and relationships with us following the completion of the Merger, which may adversely affect our ability to retain and motivate them or to hire new employees.
In addition, our employees, including key personnel, may be uncertain about their future roles and relationships with us following the completion of the Merger, which has in the past and may continue to adversely affect our ability to retain and motivate them or to hire new employees.
This concentration of ownership may have an effect on matters requiring the approval of our stockholders, including elections to our board of directors. As of February 21, 2025, Jonathan Oringer, our founder, Executive Chairman of the Board, and our largest stockholder, beneficially owned approximately 31% of our outstanding shares of common stock. In addition to his share ownership, Mr.
This concentration of ownership may have an effect on matters requiring the approval of our stockholders, including elections to our board of directors. As of February 13, 2026, Jonathan Oringer, our founder, Executive Chairman of the Board, and our largest stockholder, beneficially owned approximately 31% of our outstanding shares of common stock. In addition to his share ownership, Mr.
Increased competition and pricing pressures may result in reduced sales, lower margins, losses or the failure of our product and services to maintain and grow their current market share, any of which could harm our business.
Increased competition and pricing pressures may result in downward pressure on pricing and reduced sales, lower margins, losses or the failure of our product and services to maintain and grow their current market share, any of which could harm our business.
Potential litigation or government regulation related to AI may also increase the burden and cost of 22 Table of Contents research and development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability.
Potential litigation or government regulation related to AI may also increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability.
In addition, a breach of any of the covenants in our outstanding debt 26 Table of Contents agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility.
In addition, a breach of any of the covenants in our outstanding debt agreements or our inability to comply with the required financial ratios could result in a default under our debt instruments, including the Credit Facility.
Further, our acquisitions or investments could result in significant impairments related to goodwill and amortization expenses related to other intangible assets and exposure to undisclosed or potential liabilities of the acquired companies.
Further, our acquisitions or investments could result in significant impairments related to goodwill and amortization expenses related to other intangible assets and exposure to undisclosed or potential liabilities of the acquired 24 Table of Contents companies.
Additionally, our revolving credit facility has remaining borrowing capacity of $94 million, net of standby letters of credit, as of December 31, 2024.
Additionally, our revolving credit facility has remaining borrowing capacity of $94 million, net of standby letters of credit, as of December 31, 2025.
Although we have implemented measures to review the content that we accept into our collection, we cannot guarantee that each contributor holds the rights or releases he or she claims or that such rights and releases are adequate, which in turn affects the licenses granted to our customer.
Although we have implemented measures to review the content that we accept into our collection, we cannot guarantee that each contributor holds the rights or releases he 28 Table of Contents or she claims or that such rights and releases are adequate, which in turn affects the licenses granted to our customer.
We have incurred debt which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business. As of December 31, 2024, we had $277.7 million in aggregate principal amount of total debt.
We have incurred debt which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business. As of December 31, 2025, we had $274.7 million in aggregate principal amount of total debt.
For example, in 2024, 2023 and 2022 our product and development costs (which exclude costs that are capitalized related to internal-use software development projects), were approximately $88.4 million, $96.2 million and $65.4 million, respectively, and may continue to increase in the future as we continue to innovate.
For example, in 2025, 2024 and 2023 our product and development costs (which exclude costs that are capitalized related to internal-use software development projects), were approximately $89.0 million, $88.4 million and $96.2 million, respectively, and may continue to increase in the future as we continue to innovate.
Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage, disruption or unauthorized access are a high priority for us, because the techniques used to attack, damage, disrupt or obtain unauthorized access are constantly evolving in sophisticated ways to avoid detection and often are not recognized until launched against a target, our efforts may not be enough to anticipate or prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the confidential or personal information of our employees, customers and contributors and / or our networks.
Although cybersecurity and the continued development and enhancement of the processes, practices and controls that are designed to protect our systems, computers, software, data and networks from attack, damage, disruption or unauthorized access are a high priority for us, because the techniques used to attack, damage, disrupt or obtain unauthorized access are constantly evolving in sophisticated ways to avoid detection, including through the use of emerging technologies, such as AI and machine learning, and often are not recognized until launched against a target, our efforts may not be enough to anticipate or prevent a party from circumventing our security measures, or the security measures of our third-party service providers, and accessing and misusing the confidential or personal information of our employees, customers and contributors and / or our networks.
The OECD has released additional administrative guidance on the global minimum income tax in February, July and December of 2023 and in June 2024.
The OECD has released additional administrative guidance on the global minimum income tax in February, July and December of 37 Table of Contents 2023 and in June 2024.
Risk Factors Summary Risks Related to the Proposed Merger with Getty Images (the “Merger”) • Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger could negatively affect our business, financial condition and results of operations. • Failure to complete the Merger could trigger the payment of a termination fee, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees. • Uncertainties associated with the Merger may cause us to lose key customers or suppliers and make it more difficult to retain and hire key personnel, and the Merger may disrupt our current plans and operations or divert management’s attention from our ongoing business. • We will be subject to business uncertainties and contractual restrictions while the Merger is pending. • The proposed Merger and the integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger. • The market price of the combined company's common stock following the anticipated closing of the Merger may be affected by factors different from those that historically have affected or currently affect our common stock. • We may be unable to retain personnel successfully while the Merger is pending or after the Merger is completed. • We may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.
Risk Factors Summary Risks Related to the Proposed Merger with Getty Images (the “Merger”) • Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger. • Failure to complete the Merger could trigger the payment of a termination fee, and, whether or not the Merger is consummated, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees. • Uncertainties associated with the Merger may cause us to lose key customers or suppliers and make it more difficult to retain and hire key personnel, and the Merger may disrupt our current plans and operations or divert management’s attention from our ongoing business. • We will be subject to business uncertainties and contractual restrictions while the Merger is pending. • The proposed Merger and the integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger. • The market price of the combined company’s common stock following the anticipated closing of the Merger may be affected by factors different from those that historically have affected or currently affect our common stock. • We may be unable to retain personnel successfully while the Merger is pending or after the Merger is completed. • Complaints have been filed against us and our board of directors, and we and Getty Images have received demand letters, in connection with the Merger.
Risks Related to Operating our Business • We may not continue to grow our revenues at historical rates. • If we do not effectively manage changes to, and retain our sales force, we may be unable to add new customers or increase sales to our existing customers, and our revenue growth and business could be adversely affected. 15 Table of Contents • We have continued to grow in recent periods and if we fail to effectively manage our growth, our business and operating results may suffer. • If we do not successfully make, integrate and maintain acquisitions and investments, our business could be adversely impacted. • We rely on highly skilled personnel and if we are unable to retain and motivate key personnel, attract qualified personnel, integrate new members of our management team or maintain our corporate culture, we may not be able to grow effectively. • We may be exposed to risks related to our use of independent contractors. • The non-payment or late payments of amounts due to us from certain customers may negatively impact our financial condition. • We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations. • If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings. • We may need to raise additional capital in the future and may be unable to do so on acceptable terms or at all. • We have incurred debt which could have a negative impact on our financing options and liquidity position, which could in turn adversely affect our business.
Risks Related to Operating our Business • We may not continue to grow our revenues at historical rates. • If we do not effectively manage changes to, and retain our sales force, we may be unable to add new customers or increase sales to our existing customers. • We have continued to grow in recent periods and if we fail to effectively manage this growth, our business and operating results may suffer. • Our ability to successfully make, integrate and maintain acquisitions and investments. • Our ability to retain and motivate key personnel, attract qualified personnel, integrate new members of our management team and maintain our corporate culture. • We may be exposed to risks related to our use of independent contractors. • The non-payment or late payments of amounts due to us from certain customers. • We are subject to payment-related risks that may result in higher operating costs or the inability to process payments. • If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings. • We may need to raise additional capital in the future and may be unable to do so on acceptable terms or at all. 15 Table of Contents • We have incurred debt which could have a negative impact on our financing options and liquidity position.
For each of the years ended December 31, 2024, 2023 and 2022, approximately 55%, 54% and 60%, respectively, of our revenue was derived from customers located outside of the United States.
For each of the years ended December 31, 2025, 2024 and 2023, approximately 59%, 55% and 54%, respectively, of our revenue was derived from customers located outside of the United States.
We spend a significant amount on marketing activities to acquire new customers and retain and engage existing customers. For example, in 2024, 2023 and 2022 our marketing expenses were approximately $91.8 million, $93.1 million and $97.2 million, respectively, and we expect our marketing expenses to continue to account for a significant portion of our operating expenses.
We spend a significant amount on marketing activities to acquire new customers and retain and engage existing customers. For example, in 2025, 2024 and 2023 our marketing expenses were approximately $87.0 million, $91.8 million and $93.1 million, respectively, and we expect our marketing expenses to continue to account for a significant portion of our operating expenses.
Any actual or perceived breach or the perceived threat of an attack or breach, could cause our customers, contributors and other third parties to cease doing business with us, or subject us to lawsuits, regulatory fines, criminal penalties, statutory damages, and other costs, including for provision of breach notices and credit monitoring to our customers, and other action or liability, and could lead to business interruption, any of which could harm our reputation, business, financial condition, results of operations and stock price.
Any actual or perceived breach or the perceived threat of an attack or breach, could cause our customers, contributors and other third parties to cease doing business with us, or subject us to lawsuits, regulatory fines, criminal penalties, statutory damages, and other costs, including for provision of breach notices and credit monitoring to our customers, and other action or liability, and could lead to business interruption, any of which could harm our reputation, business, financial condition, results of operations and stock price. 32 Table of Contents Failure to protect our intellectual property could substantially harm our business and operating results.
As international e-commerce and other online and web services grow, competition is expected to intensify 34 Table of Contents and local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer. If we do not effectively enter new international markets, our competitive advantage may be harmed.
As international e-commerce and other online and web services grow, competition is expected to intensify and local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer. If we do not effectively enter new international markets, our competitive advantage may be harmed. We are subject to foreign exchange risk.
We compete with a wide and diverse array of companies, from significant media companies to newly emerging generative artificial intelligence (“AI”) technologies to individual content creators.
We compete with a wide and diverse array of companies, from significant media companies to newly emerging generative AI technologies to individual content creators.
We are subject to foreign exchange risk. As of December 31, 2024, we had operations based in a number of territories outside of the United States and a significant portion of our business may be transacted in currencies other than the U.S. dollar, including the euro, the British pound, the Australian dollar and the Japanese yen.
As of December 31, 2025, we had operations based in a number of territories outside of the United States and a significant portion of our business may be transacted in currencies other than the U.S. dollar, including the euro, the British pound, the Australian dollar and the Japanese yen.
Failure to protect our intellectual property could substantially harm our business and operating results. We regard our patents, trade secrets, trademarks, copyrights and our other intellectual property rights as critical to our success. We rely on trademark, copyright and patent law, trade secret protection, and non-disclosure agreements and other contractual restrictions to protect our proprietary rights.
We regard our patents, trade secrets, trademarks, copyrights and our other intellectual property rights as critical to our success. We rely on trademark, copyright and patent law, trade secret protection, and non-disclosure agreements and other contractual restrictions to protect our proprietary rights.
If the volume of sales to enterprise customers grows, we expect to increase our allowance for doubtful accounts primarily as the result of changes in the volume of sales to customers who pay on payment terms or through resellers.
As of December 31, 2025, our allowance for doubtful accounts was $3.4 million. If the volume of sales to enterprise customers grows, we expect to increase our allowance for doubtful accounts primarily as the result of changes in the volume of sales to customers who pay on payment terms or through resellers.
If we have not structured our sales organization or compensation for our sales organization properly, if we fail to make changes in a timely fashion, if we are unable to hire and train a sufficient number of effective sales leadership and personnel, if our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, or if we do not effectively manage changes in our sales force and sales strategy, our business and results of operations could be adversely affected.
If we have not structured our sales organization or compensation for our sales organization properly, if we fail to make changes in a timely fashion, if we are unable to hire and train a sufficient number of effective sales leadership and personnel, if our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, or if we do not effectively manage changes in our sales force and sales strategy, our business and results of operations could be adversely affected. 23 Table of Contents We have continued to grow in recent periods and if we fail to effectively manage this growth, our business and operating results may suffer.
As of February 21, 2025, we had 34,893,659 shares of common stock outstanding. All shares of our common stock are freely transferable without restriction or registration under the Securities Act, except for shares held by our “affiliates,” which remain subject to the restrictions set forth in Rule 144 under the Securities Act.
As of February 13, 2026, we had 35,546,755 shares of common stock outstanding. All shares of our common stock are freely transferable without restriction or registration under the Securities Act, except for shares held by our “affiliates,” which remain subject to the restrictions set forth in Rule 144 under the Securities Act.
If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not execute on our strategy and manage these risks and uncertainties successfully, our operating results could differ materially from our expectations and those of securities analysts and investors, our business could suffer and the trading price of our common stock could decline. 23 Table of Contents If we do not successfully make, integrate and maintain acquisitions and investments, our business could be adversely impacted.
If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not execute on our strategy and manage these risks and uncertainties successfully, our operating results could differ materially from our expectations and those of securities analysts and investors, our business could suffer and the trading price of our common stock could decline.
This concentration of ownership may have an effect on matters requiring the approval of our stockholders, including elections to our board of directors. • Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves, and there can be no assurance that our share repurchase program will enhance stockholder value. • If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. • Future sales of our common stock in the public market could cause our share price to decline. • Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our Company and may affect the trading price of our common stock. • There can be no assurance that we will declare dividends in the future. • We have incurred and expect to continue to incur increased costs and our management will continue to face increased demands as a result of continuously improving our operations as a public company. • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or in a timely fashion, and we may not be able to prevent fraud; in such case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.
This concentration of ownership may have an effect on matters requiring the approval of our stockholders, including elections to our board of directors. • Purchases of shares of our common stock pursuant to our share repurchase program may affect the value of our common stock and diminish our cash reserves. • If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. • Future sales of our common stock in the public market could cause our share price to decline. • Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our Company and may affect the trading price of our common stock. • There can be no assurance that we will declare dividends in the future. • We have incurred and expect to continue to incur increased costs and our management will continue to face increased demands as a result of continuously improving our operations as a public company. • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or in a timely fashion, and we may not be able to prevent fraud. 16 Table of Contents Risks Related to the Proposed Merger with Getty Images (the “Merger”) Our inability to complete the Merger, or to complete the Merger in a timely manner, including as a result of the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger, could negatively affect our business, financial condition and results of operations.
We review our goodwill for impairment annually as of October 1st, or more frequently if and when events or changes in circumstances indicate that an impairment may exist, such as a decline in stock price and market capitalization.
If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings. We review our goodwill for impairment annually as of October 1st, or more frequently if and when events or changes in circumstances indicate that an impairment may exist, such as a decline in stock price and market capitalization.
If we are unable to grow our customer and contributor base, or retain our existing contributors and paying customers, or are unable to attract paying customers in a cost-effective manner, our financial performance, operating results and business may be adversely affected.
If we cannot convince users to continue to use our platform, or retain our existing contributors and paying customers, or are unable to attract paying customers in a cost-effective manner, our financial performance, operating results and business may be adversely affected.
There can be no assurance that the remaining conditions to closing will be satisfied or waived or that other events will not intervene to delay or result in the failure to consummate the Merger.
In addition, satisfying the conditions to the closing of the Merger may take longer than we expect. There can be no assurance that the remaining conditions to closing will be satisfied or waived or that other events will not intervene to delay or result in the failure to consummate the Merger.
We are currently subject to and in the future may become subject to additional compliance requirements for certain of those taxes. Where appropriate, we have made accruals for those taxes, which are reflected in our consolidated financial statements.
We are currently subject to and in the future may become subject to additional compliance requirements for certain of those taxes. Where appropriate, we have made accruals for those taxes, which are reflected in our consolidated financial statements. Changes in the estimates or assumptions underlying those accruals could have an adverse effect on our financial condition.
It is expected that Getty Images stockholders will hold approximately 54.7%, and our stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger, without giving effect to any shares of Getty Images common stock held by our stockholders prior to the completion of the merger.
Based on the fully diluted number of shares of Getty Images common stock and Shutterstock common stock as of January 6, 2025, the last trading day before public announcement of the Merger, it is expected that Getty Images stockholders will hold approximately 54.7%, and our stockholders will hold approximately 45.3%, of the fully diluted shares of the combined company immediately after the merger, without giving effect to any shares of Getty Images common stock held by our stockholders prior to the completion of the merger.
Any decrease in the attractiveness of our platform relative to other options available to our customers and contributors could lead to decreased engagement on our platform and unfavorably impact the network effects of our platform, which could result in loss of revenue.
Any decrease in the attractiveness of our platform relative to other options available to our customers and contributors could lead to decreased engagement on our platform and unfavorably impact the network effects of our platform, which could result in loss of revenue. Users may engage in off-platform transactions, such as using Gen-AI content.
This may significantly increase our cost of doing business, particularly as we expand our localization efforts. For example, the GDPR imposes stringent operational requirements for controllers and processors of personal data of individuals in the European Economic Area (the “EEA”), and noncompliance can trigger fines of up to the greater of €20 million or 4% of global annual revenues.
For example, the GDPR imposes stringent operational requirements for controllers and processors of personal data of individuals in the European Economic Area (the “EEA”), and noncompliance can trigger fines of up to the greater of €20 million or 4% of global annual revenues.
While we maintain insurance coverage that is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach, disruption, unauthorized access or failure of systems. 29 Table of Contents Regulatory scrutiny of privacy, data collection, use of data and data protection continues to intensify both within the United States and globally.
While we maintain insurance coverage that is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach, disruption, unauthorized access or failure of systems.
Any such adverse determination could result in a material reduction of the number of subcontractors we can use for our business or significantly increase our costs to serve our customers, which could adversely affect our business, financial condition and results of operations.
Any such adverse determination could result in a material reduction of the number of subcontractors we can use for our business or significantly increase our costs to serve our customers, which could adversely affect our business, financial condition and results of operations. 25 Table of Contents The non-payment or late payments of amounts due to us from certain customers may negatively impact our financial condition.
The burdens imposed by the CCPA, the CPRA and other similar laws that may be enacted at the federal and state level may require us to modify our data processing practices and policies and to incur substantial costs in order to investigate, comply and defend against potential private class-action litigation.
The burdens imposed by the CCPA, the CPRA and other similar laws that may be enacted at the federal and state level may require us to modify our data processing practices and policies and to incur substantial costs in order to investigate, comply and defend against potential private class-action litigation. 31 Table of Contents Further, we may be or become subject to data localization laws mandating that data collected in a foreign country be processed and stored only within that country.
We cannot predict whether assertions of third-party intellectual property rights or any infringement or misappropriation or other claims arising from such assertions will substantially harm our business and operating results.
We cannot guarantee that our technology is not infringing or violating any third-party intellectual property rights or rights related to use of technology. 29 Table of Contents We cannot predict whether assertions of third-party intellectual property rights or any infringement or misappropriation or other claims arising from such assertions will substantially harm our business and operating results.
Risks Related to our Intellectual Property and Security Vulnerabilities • We rely on information technologies and systems to operate our business and maintain our competitiveness, and any failures in our technology infrastructure could harm our reputation and brand and adversely affect our business. • Technological interruptions that impair access to our web properties or the efficiency of our marketplace could harm our reputation and brand and adversely affect our business and results of operations. • We face risks resulting from the content in our collection such as unforeseen costs related to infringement claims, potential liability arising from indemnification claims, changes to intellectual property content regulations and laws and the inability to prevent or monitor misuse. • Assertions by third parties of infringement of intellectual property rights related to our technology could result in significant costs and substantially harm our business and operating results. • We collect, store, process, transmit and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, information security and data protection in many jurisdictions.
Risks Related to our Intellectual Property and Security Vulnerabilities • We rely on information technologies and systems to operate our business and maintain our competitiveness, and any failures in our technology infrastructure could harm our reputation and brand and adversely affect our business. • Technological interruptions that impair access to our web properties or the efficiency of our marketplace could harm our reputation and brand and adversely affect our business and results of operations. • We face risks resulting from the content in our collection such as unforeseen costs related to infringement claims, potential liability arising from indemnification claims, changes to intellectual property content regulations and laws and the inability to prevent or monitor misuse. • Assertions by third parties of infringement of intellectual property rights related to our technology. • We collect, store, process, transmit and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, information security and data protection in many jurisdictions. • Cybersecurity incidents and improper access to or disclosure of data or confidential information we maintain, or hacking or phishing attacks on our systems, could expose us to liability, protracted and costly litigation, business interruption, and damage our reputation. • Failure to protect our intellectual property could substantially harm our business and operating results. • Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code. • Catastrophic events or other interruptions or failures of our information technology systems.
While 18 Table of Contents we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results.
While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results. 18 Table of Contents Risks Related to Industry Dynamics and Competition The success of our business depends on our ability to continue to attract and retain customers of, and contributors to, our creative platform.
If customers reduce or cease their spending with us, or if content contributors reduce or end their participation on our platform, our business will be harmed. • The industry in which we operate is highly competitive with low barriers to entry and if we do not compete effectively, our operating results could suffer. • Our marketing efforts to acquire new, and retain existing customers may not be effective or cost-efficient, and may be affected by external factors beyond our control. • If we cannot continue to innovate technologically or develop, market and offer new products and services, or enhance existing technology and products and services to meet customer requirements, our ability to grow our revenue could be impaired. • Unless we increase market awareness of our brand and our existing and new products and services, our revenue may not continue to grow. • In order to continue to attract large corporate customers, we may encounter greater pricing pressure, and increased service, indemnification and working capital requirements, each of which could increase our costs and harm our business and operating results. • Expansion of our operations into new products, services and technologies, including content categories, is inherently risky and may subject us to additional business, legal, financial and competitive risks. • The impact of worldwide economic, political and social conditions, including effects on advertising and marketing budgets, may adversely affect our business and operating results. • Issues relating to the use of new and evolving technologies, such as AI, in our offerings could adversely affect our business and operating results.
Risks Related to Industry Dynamics and Competition • The success of our business depends on our ability to continue to attract and retain customers of, and contributors to, our creative platform. • The industry in which we operate is highly competitive with low barriers to entry. • Our marketing efforts to acquire new, and retain existing customers may not be effective or cost-efficient, and may be affected by external factors beyond our control. • Our ability to continue to innovate technologically or develop, market and offer new products and services, or enhance existing technology and products and services to meet customer requirements. • Our ability to increase market awareness of our brand and our existing and new products and services. • We may encounter greater pricing pressure, and increased service, indemnification and working capital requirements. • Expansion of our operations into new products, services and technologies, including content categories, is inherently risky. • The impact of worldwide economic, political and social conditions, including effects on advertising and marketing budgets. • Issues relating to the development and use of AI, including generative AI, in our offerings may result in reputational harm, liability and adverse financial results.
Risks Related to Regulatory and Tax Challenges Government regulation of the internet, both in the United States and abroad, is evolving and unfavorable changes could have a negative impact on our business.
Risks Related to Regulatory and Tax Challenges Government regulation of the internet, both in the United States and abroad, is evolving and we have previously been and may in the future become subject to regulatory inquiries, investigations and other actions, which could have a negative impact on our business.
Regardless of their merit, intellectual property and indemnification claims are time-consuming, expensive to litigate or settle and cause significant diversion of management attention and could severely harm our financial condition and reputation, and adversely affect our business. 28 Table of Contents Assertions by third parties of infringement of intellectual property rights related to our technology could result in significant costs and substantially harm our business and operating results.
Regardless of their merit, intellectual property and indemnification claims are time-consuming, expensive to litigate or settle and cause significant diversion of management attention and could severely harm our financial condition and reputation, and adversely affect our business.
This could lead to more variability in operating results and could have a material adverse effect on our business, operating results, and financial condition. While we believe that there are obstacles to creating a meaningful network effect between customers and contributors, the barriers to creating a platform that allows for the licensing of content or provides workflow tools are low.
While we believe that there are obstacles to creating a meaningful network effect between customers and contributors, the barriers to creating a platform that allows for the licensing of content or provides workflow tools are low.
Risks Related to Industry Dynamics and Competition The success of our business depends on our ability to continue to attract and retain customers of, and contributors to, our creative platform. If customers reduce or cease their spending with us, or if content contributors reduce or end their participation on our platform, our business will be harmed.
If customers reduce or cease their spending with us, or if content contributors reduce or end their participation on our platform, our business will be harmed. The continued use of our creative platform by customers and contributors is critical to our success. Our future performance largely depends on our ability to attract new, and retain existing, paying customers and contributors.
The trading price of our common stock has fluctuated and may continue to fluctuate substantially. Since 2015, the reported high and low sales prices per share of our common stock have ranged from $25.13 to $128.36 through February 21, 2025.
Since 2015, the reported high and low sales prices per share of our common stock have ranged from $14.35 to $128.36 through February 13, 2026.
If our competitors use their experience and resources to provide an offering that is more attractive to customers 19 Table of Contents across these categories, or if our competitors innovate and provide products faster than we can, we may be unable to compete effectively and our business will be harmed.
If our competitors use their experience and resources to provide an offering that is more attractive to customers across these categories, or if our competitors innovate and provide products faster than we can, we may be unable to compete effectively and our business will be harmed. 19 Table of Contents In addition, new competitors may enter our market, including those that rely on generative AI technologies, and we expect to face more competition as AI continues to advance and be integrated into the markets in which we compete.
Internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights or rights related to their use of technology.
Assertions by third parties of infringement of intellectual property rights related to our technology could result in significant costs and substantially harm our business and operating results. Internet, technology and media companies are frequently subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights or rights related to their use of technology.
Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. 38 Table of Contents Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and Getty Images’ common stock will fluctuate prior to the completion of the Merger, our stockholders cannot be sure of the market value of the Getty Images common stock they will receive as consideration in the Merger.
Because the exchange ratio in the Merger Agreement is fixed and because the market price of Shutterstock and Getty Images’ common stock will fluctuate prior to the completion of the Merger, our stockholders cannot be sure of the market value of the Getty Images common stock they will receive as consideration in the Merger.
The exchange ratio of the Merger consideration is fixed, and under the Merger Agreement there will be no adjustment to the Merger consideration for changes in the market price of Getty Images common stock or our common stock prior to the completion of the Merger.
The exchange ratio of the Merger consideration is fixed, and under the Merger Agreement there will be no adjustment to the Merger consideration for changes in the market price of Getty Images common stock or our common stock prior to the completion of the Merger. 39 Table of Contents If the Merger is completed, there will be a time lapse between the date of signing of the Merger Agreement and the date on which our stockholders who are entitled to receive the Merger consideration actually receive the Merger consideration.
Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in litigation, damage to our reputation, lost business and proceedings or actions against us by governmental entities or others, which could impact our operating results.
Any proceedings, actions, claims, investigations or inquiries initiated by or against us, whether successful or not, or any failure, or perceived failure, by us to comply with any of these laws or regulations could result in litigation, damage to our reputation, lost business and proceedings or actions against us by governmental entities or others, which could result in damage awards, consent decrees, injunctive relief or increased costs of business, require us to change our business practices or products, or otherwise harm our business and operating results.
The non-payment or late payments of amounts due to us from certain customers may negatively impact our financial condition. A portion of our enterprise customers typically purchase our products on payment terms, and therefore we assume a credit risk for non-payment in the ordinary course of business.
A portion of our enterprise customers typically purchase our products on payment terms, and therefore we assume a credit risk for non-payment in the ordinary course of business. Further, in certain jurisdictions, we contract with third-party resellers that may collect payment from customers and remit such payment to us.
We evaluate the credit-worthiness of new customers and resellers and perform ongoing financial condition evaluations of our existing customers and resellers; however, there can be no assurance that our allowances for uncollected accounts receivable balances will be sufficient. As of December 31, 2024, our allowance for doubtful accounts was $3.1 million.
Therefore, we are subject to the third-party resellers’ ability to collect and remit payment to us. We evaluate the credit-worthiness of new customers and resellers and perform ongoing financial condition evaluations of our existing customers and resellers; however, there can be no assurance that our allowances for uncollected accounts receivable balances will be sufficient.
For example, our revenues increased from $827.8 million in 2022 to $874.6 million in 2023 and to $935.3 million in 2024. Our continued growth has placed significant demands on our management and our administrative, operational and financial infrastructure, and our success will depend in part on our ability to manage this growth efficiently.
This growth has placed significant demands on our management and our administrative, operational and financial infrastructure, and our success will depend in part on our ability to manage this growth efficiently.
Risks Related to our Intellectual Property and Security Vulnerabilities We rely on information technologies and systems to operate our business and maintain our competitiveness, and any failures in our technology infrastructure could harm our reputation and brand and adversely affect our business.
Risks Related to our Intellectual Property and Security Vulnerabilities We rely on information technologies and systems to operate our business and maintain our competitiveness, and any failures in our technology infrastructure could harm our reputation and brand and adversely affect our business. 27 Table of Contents We depend on the use of sophisticated information technologies and systems, including technology and systems used for our platform and apps, customer service, invoicing and billing, communications, fraud detection and administration.
Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. 32 Table of Contents Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code.
Much of the software and technologies used to provide our services incorporate, or have been developed with, “open source” software, which may restrict how we use or distribute our services or require that we publicly release certain portions of our source code.
Many of our competitors have or may obtain significantly greater financial, marketing or other resources or greater brand awareness than we have. Some of these competitors may be able to respond more quickly to new or expanding technology and devote more resources to product development, marketing or content acquisition than we can.
Some of these competitors may be able to respond more quickly to new or expanding technology and devote more resources to product development, marketing or content acquisition than we can. This could lead to more variability in operating results and could have a material adverse effect on our business, operating results, and financial condition.
If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability.
If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability. Jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI. For example, the U.S.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks, as we provide content licensing to customers in more than 150 countries and license content from contributors located in over 100 countries.
Biggest changeWith respect to third party service providers, we obligate vendors to adhere to privacy and cybersecurity measures, perform risk assessments of vendors including their ability to protect data from unauthorized access. 43 Table of Contents As described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks, as we provide content licensing to customers in more than 150 countries and license content from contributors located in over 100 countries.
We also hold annual employee trainings on privacy and cybersecurity, records and information management, and generally seek to promote awareness of cybersecurity risk through communication and education of our employee population. 43 Table of Contents
We also hold annual employee trainings on privacy and cybersecurity, records and information management, and generally seek to promote awareness of cybersecurity risk through communication and education of our employee population. 44 Table of Contents
Removed
With respect to third party service providers, we obligate vendors to adhere to privacy 42 Table of Contents and cybersecurity measures, perform risk assessments of vendors including their ability to protect data from unauthorized access.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFor additional information regarding obligations under operating leases, see Note 17 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Biggest changeFor additional information regarding obligations under operating leases, see Note 17 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. Item 3. Legal Proceedings. See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 18 — Commitments and Contingencies — Legal Matters.” Item 4.
Additionally, we have other office facilities in the United States and abroad related to, among other things, sales and marketing support, technology services and customer service under operating lease agreements that expire on various dates during the period from 2025 through 2029.
Additionally, we have other office facilities in the United States and abroad related to, among other things, sales and marketing support, technology services and customer service under operating lease agreements that expire on various dates during the period from 2026 through 2029.
Added
Mine Safety Disclosures Not applicable. 45 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring the year ended December 31, 2024, we repurchased approximately 1.1 million shares of our common stock at an average per share cost of $37.42 and as of December 31, 2024, we had $30.2 million of remaining authorization for purchases under the 2023 Share Repurchase Program.
Biggest changeDuring the year ended December 31, 2025, we did not repurchase shares of our common stock and as of December 31, 2025, we had $30.2 million of remaining authorization for purchases under the 2023 Share Repurchase Program. During the three months ended December 31, 2025, we did not repurchase any shares of our common stock.
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record. Unregistered Sales of Equity Securities We did not sell any unregistered equity securities during the year ended December 31, 2024 .
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record. Unregistered Sales of Equity Securities We did not sell any unregistered equity securities during the year ended December 31, 2025 .
As of December 31, 2024, we have repurchased approximately 5.5 million shares of our common stock in total since 2015 under our repurchase programs (including our 2015 and 2017 Share Repurchase Programs and the 2023 Share Repurchase Program) at an average per-share cost of $48.86.
As of December 31, 2025, we have repurchased approximately 5.5 million shares of our common stock in total since 2015 under our repurchase programs (including our 2015 and 2017 Share Repurchase Programs and the 2023 Share Repurchase Program) at an average per-share cost of $48.86.
Equity Compensation Plan Information The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. 45 Table of Contents Performance Graph The graph below matches Shutterstock, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NYSE Composite index and the S&P Internet Software & Services Select index.
Equity Compensation Plan Information The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. 46 Table of Contents Performance Graph The graph below matches Shutterstock, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NYSE Composite index and the S&P Internet Software & Services Select index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “SSTK.” Stockholders As of February 21, 2025, there were 3 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “SSTK.” Stockholders As of February 13, 2026, there were 3 holders of record of our common stock.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2019 to 12/31/2024. 12/1/2019 12/1/2020 12/1/2021 12/1/2022 12/1/2023 12/2024 Shutterstock, Inc. 100.00 169.70 264.66 127.80 119.58 77.58 NYSE Composite 100.00 106.99 129.11 117.04 133.16 154.19 S&P Software & Services Select Industry 100.00 152.72 164.91 108.52 150.75 189.60 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2020 to 12/31/2025. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Shutterstock, Inc. 100.00 155.96 75.31 70.47 45.71 30.78 NYSE Composite 100.00 120.68 109.39 124.46 144.12 169.62 S&P Software & Services Select Industry 100.00 107.98 71.06 98.71 124.15 123.17 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Removed
During the three months ended December 31, 2024, we did not repurchase any shares of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResearch and Development (“R&D”) tax credit and the foreign-derived intangible income deduction. 55 Table of Contents Comparison of the Years Ended December 31, 2023 and December 31, 2022 The following table presents our results of operations for the periods indicated: Year Ended December 31, 2023 2022 $ Change % Change (in thousands) Consolidated Statements of Operations Data: Revenue $ 874,587 $ 827,826 $ 46,761 6 % Operating expenses: Cost of revenue 352,630 314,306 38,324 12 Sales and marketing 214,749 203,154 11,595 6 Product development 96,162 65,434 30,728 47 General and administrative 142,646 132,644 10,002 8 Impairment of long-lived assets — 18,664 (18,664) * Total operating expenses 806,187 734,202 71,985 10 Income from operations 68,400 93,624 (25,224) (27) Bargain purchase gain 50,261 — 50,261 * Interest expense (1,857) (1,336) (521) 39 Other income / (expense), net 5,664 (1,251) 6,915 (553) Income before income taxes 122,468 91,037 31,431 35 Provision for income taxes 12,199 14,934 (2,735) (18) Net income $ 110,269 $ 76,103 $ 34,166 45 % * Not meaningful Revenue Revenue increased by $46.8 million, or 6%, to $874.6 million in 2023 as compared to 2022.
Biggest changeYear Ended December 31, 2025 2024 2023 (in thousands) Consolidated Statements of Operations: Revenue $ 989,925 $ 935,262 $ 874,587 Operating expenses: Cost of revenue 406,846 396,297 352,630 Sales and marketing 220,977 222,704 214,749 Product development 89,033 88,417 96,162 General and administrative 198,010 159,136 142,646 Total operating expenses 914,866 866,554 806,187 Income from operations 75,059 68,708 68,400 Bargain purchase gain — — 50,261 Interest expense (16,826) (10,561) (1,857) Other income, net 17,098 4,401 5,664 Income before income taxes 75,331 62,548 122,468 Provision for income taxes 29,835 26,616 12,199 Net income $ 45,496 $ 35,932 $ 110,269 The following table presents the components of our results of operations for the periods indicated as a percentage of revenue: Year Ended December 31, 2025 2024 2023 Consolidated Statements of Operations: Revenue 100 % 100 % 100 % Operating expenses: Cost of revenue 41 % 42 % 40 % Sales and marketing 22 % 24 % 25 % Product development 9 % 9 % 11 % General and administrative 20 % 17 % 16 % Total operating expenses 92 % 93 % 92 % Income from operations 8 % 7 % 8 % Bargain purchase gain — % — % 6 % Interest expense (2) % (1) % — % Other income, net 2 % — % 1 % Income before income taxes 8 % 7 % 14 % Provision for income taxes 3 % 3 % 1 % Net income 5 % 4 % 13 % 54 Table of Contents Comparison of the Years Ended December 31, 2025 and December 31, 2024 The following table presents our results of operations for the periods indicated: Year Ended December 31, 2025 2024 $ Change % Change (in thousands) Consolidated Statements of Operations Data: Revenue $ 989,925 $ 935,262 $ 54,663 6 % Operating expenses: Cost of revenue 406,846 396,297 10,549 3 Sales and marketing 220,977 222,704 (1,727) (1) Product development 89,033 88,417 616 1 General and administrative 198,010 159,136 38,874 24 Total operating expenses 914,866 866,554 48,312 6 Income from operations 75,059 68,708 6,351 9 Interest expense (16,826) (10,561) (6,265) 59 Other income, net 17,098 4,401 12,697 289 Income before income taxes 75,331 62,548 12,783 20 Provision for income taxes 29,835 26,616 3,219 12 Net income $ 45,496 $ 35,932 $ 9,564 27 % * Not meaningful Revenue Revenue increased by $54.7 million, or 6%, to $989.9 million in 2025 as compared to 2024.
Other income / (expense), net consists of non-operating costs such as foreign currency transaction gains and losses, in addition to unrealized gains and losses on investments and interest income and expense. Income Taxes.
Other income, net consists of non-operating costs such as foreign currency transaction gains and losses, in addition to unrealized gains and losses on investments and interest income and expense. Income Taxes.
In the twelve months ended December 31, 2024 and December 31, 2023, we recognized interest expense of $10.6 million and $1.9 million, respectively related to our credit facility and the amortization of deferred financing fees.
In the twelve months ended December 31, 2024 and 2023, we recognized interest expense of $10.6 million and $1.9 million, respectively related to our credit facility and the amortization of deferred financing fees.
We expect product development expenses, of which a portion will be capitalized, to continue in the foreseeable future, as we pursue opportunities to invest in developing new products and internal tools and enhance the functionality of our existing products and technologies. General and Administrative.
We expect product development expenses, of which a portion will be capitalized, to continue in the foreseeable future, as we pursue opportunities to invest in developing new products and internal tools and enhance the functionality of our existing products and technologies. General and Administrative.
The 2023 effective tax rate differs from the U.S. federal statutory tax rate primarily due to the non-taxable bargain purchase gain associated with the acquisition of Giphy, the effect of the U.S. Research and Development (“R&D”) tax credit, and the foreign-derived intangible income deduction.
The 2023 effective tax rate differs from the U.S. federal statutory rate primarily due to non-taxable bargain purchase gain associated with the acquisition of Giphy, the effect of the U.S. Research and Development (“R&D”) tax credit, and the foreign-derived intangible income deduction.
We recognize revenue on both our subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided.
We recognize revenue on both our subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided.
The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of our subscription products. For unlimited download subscription-based products, we recognize revenue in a manner that reflects estimated content download patterns during the subscription period.
The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of our subscription products. For unlimited download subscription-based products, we recognize revenue in a manner that reflects estimated content download patterns during the subscription period.
The estimate of content download patterns is based on historical download activities from the unlimited download products. Revenue associated with tools available through our platform is recognized on a straight-line basis over the subscription period. We expense contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.
The estimate of content download patterns is based on historical download activities from the unlimited download products. Revenue associated with tools available through our platform is recognized on a straight-line basis over the subscription period. We expense contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.
For customers making electronic payments, collectability is probable at the time the order or contract is entered. A significant portion of our customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue.
For customers making electronic payments, collectability is probable at the time the order or contract is entered. A significant portion of our customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue.
Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers.
Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers.
Determining the fair value requires management to use significant judgment and estimates, including revenue growth rates, the royalty rate, the discount rate, and the economic life related to developed technology and revenue growth rates, the royalty rate, and the the discount rate related to the trademark, among others.
Determining the fair value requires management to use significant judgment and estimates, including revenue growth rates, the royalty rate, the discount rate, and the economic life related to developed technology and revenue growth rates, the royalty rate, and the discount rate related to the trademark, among others.
Foreign currency fluctuations did not have a significant impact on our revenue in the year ended December 31, 2024. Our Content revenues increased by 3%, to $760.0 million in 2024, as compared to 2023. Foreign currency fluctuations did not have a significant impact on our Content license revenues in 2024.
Foreign currency fluctuations did not have a significant impact on our revenue in the year ended December 31, 2024, as compared to 2023. Our Content revenues increased by 3%, to $760.0 million in 2024 as compared to 2023. Foreign currency fluctuations did not have a significant impact on our revenue in 2024.
See Notes 17 and 18 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for information regarding our lease and other non-lease commitments, respectively, as of December 31, 2024. Cash Flows The following table summarizes our cash flow data for 2024, 2023 and 2022, respectively.
See Notes 17 and 18 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for information regarding our lease and other non-lease commitments, respectively, as of December 31, 2025. Cash Flows The following table summarizes our cash flow data for 2025, 2024 and 2023, respectively.
Each holder of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock; (b) Cash consideration of $28.8487; or (c) 13.67237 shares of Getty Images common stock.
Each holder of shares of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder: (a) Cash consideration of $9.50 and 9.17 shares of Getty Images common stock (a “Mixed Election”); (b) Cash consideration of $28.8487; or (c) 13.67237 shares of Getty Images common stock.
Footage is often integrated into websites, social media, marketing campaigns and cinematic productions. • Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage. • 3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture. • Generative AI Content - consisting of images generated from algorithms trained with high-quality, ethically sourced content.
Footage is often integrated into websites, social media, marketing campaigns and cinematic productions. • Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage. 49 Table of Contents • 3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture. • Generative AI Content - consisting of images generated from algorithms trained with high-quality, ethically sourced content.
We offer a whole spectrum of services at pre-production, production, live production and post-production stages. 49 Table of Contents Key Operating Metrics In addition to key financial metrics, we regularly review a number of key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies.
We offer a whole spectrum of services at pre-production, production, live production and post-production stages. 50 Table of Contents Key Operating Metrics In addition to key financial metrics, we regularly review a number of key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies.
As of December 31, 2024, we had a remaining borrowing capacity of $94 million, net of standby letters of credit. The A&R Credit Agreement contains financial covenants and requirements restricting certain of our activities, which are customary for this type of credit facility.
As of December 31, 2025, we had a remaining borrowing capacity of $94 million, net of standby letters of credit. The A&R Credit Agreement contains financial covenants and requirements restricting certain of our activities, which are customary for this type of credit facility.
Recent Accounting Pronouncements See Note 1 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a full description of recent accounting pronouncements, which is incorporated herein by reference.
Recent Accounting Pronouncements See Note 3 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a full description of recent accounting pronouncements, which is incorporated herein by reference.
Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. 52 Table of Contents Results of Operations The following table presents our results of operations for the periods indicated. The period-to-period comparisons of results are not necessarily indicative of results for future periods.
Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. 53 Table of Contents Results of Operations The following table presents our results of operations for the periods indicated. The period-to-period comparisons of results are not necessarily indicative of results for future periods.
This increase was driven by increased royalty and content costs, costs associated with website hosting, hardware and software licenses, employee related costs, and depreciation and amortization driven by the acquisition of Envato. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue. Sales and Marketing.
This increase was driven by increased royalty and content costs, costs associated with website hosting, hardware and software licenses, employee related costs, and depreciation and amortization driven by the acquisition of Envato. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue. 57 Table of Contents Sales and Marketing.
These liabilities were funded from the acquired cash on the Envato balance sheet and are not indicative of obligations and cash flows to be incurred prospectively. Critical Accounting Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP.
These liabilities were funded from the acquired cash on the Envato balance sheet and are not indicative of obligations and cash flows to be incurred prospectively. 65 Table of Contents Critical Accounting Estimates Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP.
In addition, in the twelve months ended 59 Table of Contents December 31, 2024, operating cash flows included $63.3 million of cash outflows made for liabilities assumed which were triggered upon the closing of the Envato acquisition (‘the Envato Seller Obligations”). The acquired cash from Envato included $63.4 million to fund the Envato Seller Obligations.
In addition, in the twelve months ended December 31, 2024, operating cash flows included $63.3 million of cash outflows made for liabilities assumed which were triggered upon the closing of the Envato acquisition (“the Envato Seller Obligations”). The acquired cash from Envato included $63.4 million to fund the Envato Seller Obligations.
In addition, for subscription-based products in which the Customer obtains an allotted number of digital assets to download, we estimate expected unused licenses and recognize the revenue associated with the unused licenses as digital assets are 65 Table of Contents downloaded and licenses are obtained for such content by the customer during the subscription period.
In addition, for subscription-based products in which the Customer obtains an allotted number of digital assets to download, we estimate expected unused licenses and recognize the revenue associated with the unused licenses as digital assets are downloaded and licenses are obtained for such content by the customer during the subscription period.
A bargain purchase gain is recognized subsequent to an acquisition, if the fair value of the net assets acquired and liabilities assumed exceeds the net consideration. Interest Expense. Interest expense consists of interest on our debt and amortization of deferred financing fees. Other Income / (Expense), Net.
Bargain Purchase Gain . A bargain purchase gain is recognized subsequent to an acquisition, if the fair value of the net assets acquired and liabilities assumed exceeds the net consideration. 52 Table of Contents Interest Expense. Interest expense consists of interest on our debt and amortization of deferred financing fees. Other Income, Net.
As of December 31, 2024, we had approximately $56 million in unconditional cash obligations, consisting primarily of purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses, of which the majority is due to be paid within the next two years.
As of December 31, 2025, we had approximately $161 million in unconditional cash obligations, consisting primarily of purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses, of which the majority is due to be paid within the next two years.
In the twelve months ended December 31, 2024, operating cash flows included a $10.3 million increase in the recurring and non-recurring payments made to the Giphy workforce, the reimbursement of which is reflected in Investing Activities on the Statement of Cash Flows.
In the twelve months ended December 31, 2024, operating cash flows included a 60 Table of Contents $10.3 million increase in the recurring and non-recurring payments made to the Giphy workforce, the reimbursement of which is reflected in Investing Activities on the Statement of Cash Flows.
Customers can generate images by entering a description of their desired content into model prompts. Our Content is distributed to customers under the following brands: Shutterstock; Pond5; TurboSquid; PicMonkey; PremiumBeat; Splash News; Bigstock; Envato; and Offset. 48 Table of Contents Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial.
Customers can generate images by entering a description of their desired content into model prompts. Our Content is distributed to customers under the following brands: Shutterstock; Pond5; TurboSquid; PicMonkey; PremiumBeat; Splash News; Bigstock; and Envato. Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial.
We plan to finance our operations, capital expenditures and corporate actions largely through cash generated by our operations and our credit facility. Since our results of operations are sensitive to the level of competition we face, increased competition could adversely affect our liquidity and capital resources.
We plan to finance our operations, capital expenditures and corporate actions 58 Table of Contents largely through cash generated by our operations and our credit facility. Since our results of operations are sensitive to the level of competition we face, increased competition could adversely affect our liquidity and capital resources.
We are also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio, in each case, determined in accordance with the terms of the A&R Credit Agreement. As of December 31, 2024, we were in compliance with these covenants. 58 Table of Contents Our outstanding debt (in thousands) is reflected in the table below.
We are also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio, in each case, determined in accordance with the terms of the A&R Credit Agreement. As of December 31, 2025, we were in compliance with these covenants. 59 Table of Contents Our outstanding debt (in thousands) is reflected in the table below.
Our debt consists of the following (in thousands): As of December 31, 2024 As of December 31, 2023 Current Debt: Revolver - Credit Facility — 30,000 Revolver - A&R Credit Agreement 155,000 — Term Loan - A&R Credit Agreement 3,106 Non-Current Debt: Term Loan - A&R Credit Agreement 119,598 — Based on Level 2 inputs, the carrying value of our debt approximates its fair value, as borrowings are subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements.
Our debt consists of the following (in thousands): As of December 31, 2025 As of December 31, 2024 Current Debt: Revolver - A&R Credit Agreement 155,000 155,000 Term Loan - A&R Credit Agreement 3,110 3,106 Non-Current Debt: Term Loan - A&R Credit Agreement 116,639 119,598 Based on Level 2 inputs, the carrying value of our debt approximates its fair value, as borrowings are subject to variable interest rates that adjust with changes in market rates and market conditions and the current interest rate approximates that which would be available under similar financial arrangements.
Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, impairment of lease and related assets, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, unrealized gains and losses on investments, transaction costs associated with the Getty merger, interest income and expense and income taxes.
Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, impairment of lease assets, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, impairment loss on long-term investment, unrealized gains and losses on investments, transaction costs associated with the Getty merger, legal contingencies, interest income and expense and income taxes.
Additionally, our methods for measuring non-GAAP financial measures may differ from other companies’ similarly titled measures. When evaluating our performance, these non-GAAP financial measures should be considered alongside other financial performance measures, including various cash flow metrics, net income and our other GAAP results.
Additionally, our methods for measuring non-GAAP 62 Table of Contents financial measures may differ from other companies’ similarly titled measures. When evaluating our performance, these non-GAAP financial measures should be considered alongside other financial performance measures, including various cash flow metrics, net income and our other GAAP results.
The performance-based metrics were not met, the awards were not exercisable, and the Company recognized a non-cash tax expense for the change in deferred taxes. (3) Of these amounts, $32.7 million, $31.6 million and $27.0 million are included in cost of revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
The performance-based metrics were not met, the awards were not exercisable, and the Company recognized a non-cash tax expense for the change in deferred taxes. (3) Of these amounts, $35.7 million, $32.7 million and $31.6 million are included in cost of revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Cash provided by financing activities totaled $150.1 million for the year ended December 31, 2024, and cash used in financing activities totaled $102.7 million and $79.5 million for the years ended December 31, 2023, and 2022, respectively.
Cash used in financing activities totaled $59.1 million and $102.7 million for the years ended December 31, 2025 and 2023, respectively, and cash provided by financing activities totaled $150.1 million and for the year ended December 31, 2024.
For the year ended December 31, 2024, we recognized interest expense of $10.6 million. As of December 31, 2024, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.7 million.
For the year ended December 31, 2025, we recognized interest expense of $16.8 million. As of December 31, 2025, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.6 million.
In addition, as of December 31, 2024, we had approximately $38 million in operating lease obligations with lease payments extending through 2029.
In addition, as of December 31, 2025, we had approximately $28 million in operating lease obligations with lease payments extending through 2029.
As of December 31, 2024, we have repurchased approximately 5.5 million shares of our common stock since 2015 under our repurchase programs (including our 2015 and 2017 Share Repurchase Programs and our 2023 Share Repurchase Program) at an average per-share cost of $48.86.
As of December 31, 2025, we have repurchased approximately 5.5 million shares of our common stock since 2015 under our repurchase programs (including our 2015 and 2017 Share Repurchase Programs and our 2023 Share Repurchase Program) at an average per-share cost of $48.86. During the year ended December 31, 2025, we did not repurchase shares of our common stock.
The decline in cash provided by operating activities for the year ended December 31, 2023 was impacted by the timing of payments and cash receipts in the ordinary course of business which can cause operating cash flow to fluctuate from period to period.
In the twelve months ended December 31, 2025, cash provided by operating activities was impacted by the timing of payments and cash receipts in the ordinary course of business which can cause operating cash flow to fluctuate from period to period.
These cash outflows were partially offset by $53.7 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
These cash outflows were partially offset by $1.6 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
Year Ended December 31, 2024 2023 2022 Non-GAAP Financial Measures (in thousands): Adjusted net income $ 138,742 $ 157,581 $ 141,548 Adjusted EBITDA $ 247,115 $ 240,776 $ 218,074 Adjusted free cash flow $ 108,693 $ 138,468 $ 98,334 Revenue growth on a constant currency basis 7 % 5 % 11 % These non-GAAP financial measures have not been calculated in accordance with GAAP, should be considered only in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP measures.
Year Ended December 31, 2025 2024 2023 Non-GAAP Financial Measures (in thousands): Adjusted net income $ 140,482 $ 138,742 $ 157,581 Adjusted EBITDA $ 271,818 $ 247,115 $ 240,776 Adjusted free cash flow $ 149,517 $ 108,693 $ 138,468 Revenue growth on a constant currency basis 5 % 7 % 5 % These non-GAAP financial measures have not been calculated in accordance with GAAP, should be considered only in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP measures.
Third-party resellers sell our products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers. The Company also reports revenue net of return and chargeback allowances. These allowances are based off historical trends when available.
Third-party resellers sell our products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers. The Company also reports revenue net of return and chargeback allowances.
On January 27, 2025, our Board of Directors declared a quarterly cash dividend of $0.33 per share of outstanding common stock payable on March 20, 2025 to stockholders of record at the close of business on March 6, 2025. The Company currently expects to continue to pay comparable cash dividends on a quarterly basis in the future.
On January 26, 2026, our Board of Directors declared a quarterly cash dividend of $0.36 per share of outstanding common stock payable on March 19, 2026 to stockholders of record at the close of business on March 5, 2026. The Company currently expects to continue to pay comparable cash dividends on a quarterly basis in the future.
The Company’s Content and Data, Distribution, and Services offering revenues are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Content $ 760,011 $ 737,264 $ 789,306 Data, Distribution, and Services 175,251 137,323 38,520 Total Revenue $ 935,262 $ 874,587 $ 827,826 Our Content Offering: Our Content offering include: • Images - consisting of photographs, vectors and illustrations.
The Company’s Content and Data, Distribution, and Services offering revenues are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Content $ 786,661 $ 760,011 $ 737,264 Data, Distribution, and Services 203,264 175,251 137,323 Total Revenue $ 989,925 $ 935,262 $ 874,587 Our Content Offering: Our Content offering include: • Images - consisting of photographs, vectors and illustrations.
Non-GAAP Financial Measures To supplement our consolidated financial statements presented in accordance with the accounting principles generally accepted in the United States, or GAAP, our management considers certain financial measures that are not prepared in accordance with GAAP, collectively referred to as non-GAAP financial measures, including adjusted net income, adjusted net income per diluted common share, adjusted EBITDA, adjusted EBITDA margin, revenue growth (including by product offering) on a constant currency basis (expressed as a percentage), and adjusted free cash flow.
These amounts were partially offset by approximately $30.0 million in proceeds received from our Credit Facility. 61 Table of Contents Non-GAAP Financial Measures To supplement our consolidated financial statements presented in accordance with the accounting principles generally accepted in the United States, or GAAP, our management considers certain financial measures that are not prepared in accordance with GAAP, collectively referred to as non-GAAP financial measures, including adjusted net income, adjusted net income per diluted common share, adjusted EBITDA, adjusted EBITDA margin, revenue growth (including by product offering) on a constant currency basis (expressed as a percentage), and adjusted free cash flow.
In addition, our capital allocation strategies also include funding business combinations and asset acquisitions that enhance our strategic position, cash dividend payments, principal and interest payments under our credit facilities and share 57 Table of Contents purchases under our share repurchase programs.
Historically, our principal uses of cash have included funding our operations, capital expenditures, and content acquisitions. In addition, our capital allocation strategies also include funding business combinations and asset acquisitions that enhance our strategic position, cash dividend payments, principal and interest payments under our credit facilities and share purchases under our share repurchase programs.
The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations. (4) Other consists of unrealized gains and losses on investments and severance costs associated with strategic workforce optimizations.
The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations. (4) Other consists of unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations, impairment charges recorded for long-term investments and lease assets, and legal contingencies.
Year Ended December 31, 2024 2023 2022 Reported revenue (in thousands) $ 935,262 $ 874,587 $ 827,826 Revenue growth 7 % 6 % 7 % Revenue growth on a constant currency basis 7 % 5 % 11 % Content reported revenue (in thousands) $ 760,011 $ 737,264 $ 789,306 Content revenue growth 3 % (7) % 4 % Content revenue growth on a constant currency basis 3 % (7) % 8 % Data, Distribution, and Services reported revenue (in thousands) $ 175,251 $ 137,323 $ 38,520 Data, Distribution, and Services revenue growth 28 % 256 % 142 % Data, Distribution, and Services revenue growth on a constant currency basis 28 % 256 % 144 % 64 Table of Contents Adjusted Free Cash Flow We define adjusted free cash flow as our net cash provided by operating activities, adjusted for capital expenditures, content acquisition, cash received related to Giphy Retention Compensation in connection with the acquisition of Giphy and cash paid for Envato Seller Obligations.
Year Ended December 31, 2025 2024 2023 Reported revenue (in thousands) $ 989,925 $ 935,262 $ 874,587 Revenue growth 6 % 7 % 6 % Revenue growth on a constant currency basis 5 % 7 % 5 % Content reported revenue (in thousands) $ 786,661 $ 760,011 $ 737,264 Content revenue growth 4 % 3 % (7) % Content revenue growth on a constant currency basis 2 % 3 % (7) % Data, Distribution, and Services reported revenue (in thousands) $ 203,264 $ 175,251 $ 137,323 Data, Distribution, and Services revenue growth 16 % 28 % 256 % Data, Distribution, and Services revenue growth on a constant currency basis 16 % 28 % 256 % Adjusted Free Cash Flow We define adjusted free cash flow as our net cash provided by operating activities, adjusted for capital expenditures, content acquisition, cash received related to Giphy Retention Compensation in connection with the acquisition of Giphy, cash paid for Envato Seller Obligations, and cash paid for Merger related costs.
The following is a presentation of cash flow information and a reconciliation of net cash provided by operating activities to adjusted free cash flow for each of the periods indicated: Year Ended December 31, 2024 2023 2022 Cash flow information: (in thousands) Net cash provided by operating activities $ 32,646 $ 140,552 $ 158,451 Net cash used in investing activities $ (166,168) $ (54,316) $ (275,550) Net cash provided by / (used in) financing activities $ 150,096 $ (102,704) $ (79,487) Adjusted free cash flow: Net cash provided by operating activities $ 32,646 $ 140,552 $ 158,451 Capital expenditures (47,215) (44,645) (43,296) Content acquisitions (4,029) (11,096) (16,821) Cash received related to Giphy Retention Compensation 63,971 53,657 — Cash paid for Envato Seller Obligations (1) 63,320 — — Adjusted Free Cash Flow $ 108,693 $ 138,468 $ 98,334 (1) Envato Seller Obligations relate to payments made on behalf of the Envato sellers’ after the closing of the acquisition.
The following is a presentation of cash flow information and a reconciliation of net cash provided by operating activities to adjusted free cash flow for each of the periods indicated: Year Ended December 31, 2025 2024 2023 Cash flow information: (in thousands) Net cash provided by operating activities $ 166,686 $ 32,646 $ 140,552 Net cash used in investing activities $ (47,797) $ (166,168) $ (54,316) Net cash (used in) / provided by financing activities $ (59,098) $ 150,096 $ (102,704) Adjusted free cash flow: Net cash provided by operating activities $ 166,686 $ 32,646 $ 140,552 Capital expenditures (42,856) (47,215) (44,645) Content acquisitions (6,506) (4,029) (11,096) Cash received related to Giphy Retention Compensation 1,605 63,971 53,657 Cash paid for Envato Seller Obligations (1) — 63,320 — Merger related costs $ 30,588 $ — $ — Adjusted Free Cash Flow $ 149,517 $ 108,693 $ 138,468 (1) Envato Seller Obligations relate to payments made on behalf of the Envato sellers’ after the closing of the acquisition.
Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by operating activities $ 32,646 $ 140,552 $ 158,451 Net cash used in investing activities $ (166,168) $ (54,316) $ (275,550) Net cash provided by / (used in) financing activities $ 150,096 $ (102,704) $ (79,487) Operating Activities Our primary source of cash from operating activities is cash collections from our customers.
Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 166,686 $ 32,646 $ 140,552 Net cash used in investing activities $ (47,797) $ (166,168) $ (54,316) Net cash (used in) / provided by financing activities $ (59,098) $ 150,096 $ (102,704) Operating Activities Our primary source of cash from operating activities is cash collections from our customers.
Acquisitions Business combinations are recorded at fair value and the purchase price is allocated to the assets acquired and liabilities assumed in the transaction. Assets acquired may include intangible assets such as customer relationships, trade names, developed technology and contributor content.
These allowances are based off historical trends when available. 66 Table of Contents Acquisitions Business combinations are recorded at fair value and the purchase price is allocated to the assets acquired and liabilities assumed in the transaction. Assets acquired may include intangible assets such as customer relationships, trade names, developed technology and contributor content.
Starting in 2023, investing activities also includes amounts related to the Giphy Retention Compensation. Capital expenditures include internal-use software and website development costs, purchases of software equipment, and capitalization of leasehold improvements. Capital expenditures are primarily attributable to investments in internally developed software.
Investing Activities Our investing activities have consisted primarily of capital expenditures, business combinations, asset acquisitions, investments and content acquisitions. Starting in 2023, investing activities also includes amounts related to the Giphy Retention Compensation. Capital expenditures include internal-use software and website development costs, purchases of software equipment, and capitalization of leasehold improvements.
We continue to invest significantly in product development to enhance our customer experience and increase the efficiency with which we deploy new products and features. Cash used in investing activities totaled $166.2 million, $54.3 million and $275.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Capital expenditures are primarily attributable to investments in internally developed software. We continue to invest significantly in product development to enhance our customer experience and increase the efficiency with which we deploy new products and features. Cash used in investing activities totaled $47.8 million, $166.2 million and $54.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
The Merger is subject to the satisfaction of customary closing conditions, further described below, including receipt of required regulatory approvals. Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.
Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from Pond5 and Splash News beginning May 2023, and for Average Revenue per Customer, from Giphy beginning July 2024. These metrics exclude the respective counts and revenues from Backgrid and Envato.
Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from Pond5 and Splash News beginning May 2023, from Backgrid beginning February 2025, and for Average Revenue per Customer, from Giphy beginning July 2024. 2025 metrics include the counts and revenues from Envato, which was acquired in July 22, 2024.
We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies. Product Development. Product development expenses increased by $30.7 million, or 47%, to $96.2 million in 2023 as compared to 2022.
We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies. Product Development. Product development expenses decreased by $7.7 million, or 8%, to $88.4 million in 2024 as compared to 2023.
Dividends We declared and paid cash dividends of $1.20 per share of common stock, or $42.4 million during the year ended December 31, 2024.
Dividends We declared and paid cash dividends of $1.32 per share of common stock, or $46.5 million during the year ended December 31, 2025.
Contributors upload their content to our web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage our platform to assist with the entire creative process from ideation through creative execution. Digital content licensed to our customers for their creative needs includes images, footage, music, and 3D models (our “Content” offering).
Beyond content, customers also leverage our platform to assist with the entire creative process from ideation through creative execution. Digital content licensed to our customers for their creative needs includes images, footage, music, and 3D models (our “Content” offering).
Year Ended December 31, 2024 2023 2022 (in thousands) Consolidated Statements of Operations: Revenue $ 935,262 $ 874,587 $ 827,826 Operating expenses: Cost of revenue 396,297 352,630 314,306 Sales and marketing 222,704 214,749 203,154 Product development 88,417 96,162 65,434 General and administrative 159,136 142,646 132,644 Impairment of lease and related assets — — 18,664 Total operating expenses 866,554 806,187 734,202 Income from operations 68,708 68,400 93,624 Bargain purchase gain — 50,261 — Interest expense (10,561) (1,857) (1,336) Other income / (expense), net 4,401 5,664 (1,251) Income before income taxes 62,548 122,468 91,037 Provision for income taxes 26,616 12,199 14,934 Net income $ 35,932 $ 110,269 $ 76,103 The following table presents the components of our results of operations for the periods indicated as a percentage of revenue: Year Ended December 31, 2024 2023 2022 Consolidated Statements of Operations: Revenue 100 % 100 % 100 % Operating expenses: Cost of revenue 42 % 40 % 38 % Sales and marketing 24 % 25 % 25 % Product development 9 % 11 % 8 % General and administrative 17 % 16 % 16 % Impairment of lease and related assets — % — % 2 % Total operating expenses 93 % 92 % 89 % Income from operations 7 % 8 % 11 % Bargain purchase gain — % 6 % — % Interest expense (1) % — % — % Other income / (expense), net — % 1 % — % Income before income taxes 7 % 14 % 11 % Provision for income taxes 3 % 1 % 2 % Net income 4 % 13 % 9 % 53 Table of Contents Comparison of the Years Ended December 31, 2024 and December 31, 2023 The following table presents our results of operations for the periods indicated: Year Ended December 31, 2024 2023 $ Change % Change (in thousands) Consolidated Statements of Operations Data: Revenue $ 935,262 $ 874,587 $ 60,675 7 % Operating expenses: Cost of revenue 396,297 352,630 43,667 12 Sales and marketing 222,704 214,749 7,955 4 Product development 88,417 96,162 (7,745) (8) General and administrative 159,136 142,646 16,490 12 Total operating expenses 866,554 806,187 60,367 7 Income from operations 68,708 68,400 308 — Bargain purchase gain — 50,261 (50,261) * Interest expense (10,561) (1,857) (8,704) 469 Other income, net 4,401 5,664 (1,263) (22) Income before income taxes 62,548 122,468 (59,920) (49) Provision for income taxes 26,616 12,199 14,417 118 Net income $ 35,932 $ 110,269 $ (74,337) (67) % * Not meaningful Revenue Revenue increased by $60.7 million, or 7%, to $935.3 million in 2024 as compared to 2023.
Research and Development (“R&D”) tax credit and the foreign-derived intangible income deduction. 56 Table of Contents Comparison of the Years Ended December 31, 2024 and December 31, 2023 The following table presents our results of operations for the periods indicated: Year Ended December 31, 2024 2023 $ Change % Change (in thousands) Consolidated Statements of Operations Data: Revenue $ 935,262 $ 874,587 $ 60,675 7 % Operating expenses: Cost of revenue 396,297 352,630 43,667 12 Sales and marketing 222,704 214,749 7,955 4 Product development 88,417 96,162 (7,745) (8) General and administrative 159,136 142,646 16,490 12 Total operating expenses 866,554 806,187 60,367 7 Income from operations 68,708 68,400 308 — Bargain purchase gain — 50,261 (50,261) * Interest expense (10,561) (1,857) (8,704) 469 Other income, net 4,401 5,664 (1,263) (22) Income before income taxes 62,548 122,468 (59,920) (49) Provision for income taxes 26,616 12,199 14,417 118 Net income $ 35,932 $ 110,269 $ (74,337) (67) % * Not meaningful Revenue Revenue increased by $60.7 million, or 7%, to $935.3 million in 2024 as compared to 2023.
We define adjusted EBITDA margin as the ratio of adjusted EBITDA to revenue. 63 Table of Contents The following is a reconciliation of net income to adjusted EBITDA for each of the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Net income $ 35,932 $ 110,269 $ 76,103 Add / (less) Non-GAAP adjustments: Interest expense 10,561 1,857 1,336 Interest income (4,072) (4,785) (87) Provision for income taxes 26,616 12,199 14,934 Depreciation and amortization 87,626 79,729 68,470 EBITDA 156,663 199,269 160,756 Non-cash equity-based compensation 56,330 48,577 35,740 Bargain purchase gain — (50,261) — Giphy Retention Compensation Expense - non-recurring 22,116 31,577 — Merger-related costs 2,750 — — Foreign currency loss / (gain) 1,831 (879) 1,338 Unrealized gain on investment (2,160) — — Impairment of lease and related assets — — 18,664 Workforce optimization - severance 9,585 12,493 1,576 Adjusted EBITDA $ 247,115 $ 240,776 $ 218,074 Revenue 935,262 874,587 827,826 Net income margin 3.8 % 12.6 % 9.2 % Adjusted EBITDA margin 26.4 % 27.5 % 26.3 % Revenue Growth (including by distribution channel) on a Constant Currency Basis We define revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) as the increase in current period revenues over prior period revenues, utilizing fixed exchange rates for translating foreign currency revenues for all periods in the comparison.
The following is a reconciliation of net income to adjusted EBITDA for each of the periods indicated: Year Ended December 31, 2025 2024 2023 (in thousands) Net income $ 45,496 $ 35,932 $ 110,269 Add / (less) Non-GAAP adjustments: Interest expense 16,826 10,561 1,857 Interest income (3,652) (4,072) (4,785) Provision for income taxes 29,835 26,616 12,199 Depreciation and amortization 90,894 87,626 79,729 EBITDA 179,399 156,663 199,269 Non-cash equity-based compensation 61,076 56,330 48,577 Bargain purchase gain — — (50,261) Giphy Retention Compensation Expense - non-recurring 1,436 22,116 31,577 Merger-related costs 34,906 2,750 — Foreign currency loss / (gain) 2,463 1,831 (879) Unrealized gain on investment (20,909) (2,160) — Other (1) 13,447 9,585 12,493 Adjusted EBITDA $ 271,818 $ 247,115 $ 240,776 Revenue 989,925 935,262 874,587 Net income margin 4.6 % 3.8 % 12.6 % Adjusted EBITDA margin 27.5 % 26.4 % 27.5 % (1) Other consists of severance costs associated with strategic workforce optimizations, impairment charges recorded for long-term investments and lease assets, and legal contingencies. 64 Table of Contents Revenue Growth (including by distribution channel) on a Constant Currency Basis We define revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) as the increase in current period revenues over prior period revenues, utilizing fixed exchange rates for translating foreign currency revenues for all periods in the comparison.
As a percent of revenue, sales and marketing expenses decreased to 24% for the year ended December 31, 2024, from 25% for the same period in 2023.This increase was driven by increases in employee-related costs, occupancy expenses, and other administrative expenses, partially offset by a decline in performance marketing spend and consulting expenses.
As a percent of revenue, sales and marketing expenses decreased to 22% for the year ended December 31, 2025, from 24% for the same period in 2024. This decrease was driven by decreases in performance marketing and consulting expenses, partially offset by an increase in employee-related costs driven by the Envato business.
Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. We also generate revenue from tools made available through our platform.
Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a 51 Table of Contents specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download.
Credit Facility and A&R Credit Agreement On May 6, 2022, we entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders.
As of December 31, 2025, we had $30.2 million of remaining authorization for purchases under the 2023 Share Repurchase Program. Credit Facility and A&R Credit Agreement On May 6, 2022, we entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders.
For contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation based on a relative standalone selling price.
We also generate revenue from tools made available through our platform. For contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation based on a relative standalone selling price.
General and administrative expenses include employee compensation, including non-cash equity-based compensation, bonuses and benefits for executive, finance, accounting, legal, human resources, internal information technology, internet security, business intelligence and other administrative personnel.
General and administrative expenses include employee compensation, including non-cash equity-based compensation, bonuses and benefits for executive, finance, accounting, legal, human resources, internal information technology, internet security, business intelligence and other administrative personnel. In addition, general and administrative expenses include outside legal, tax and accounting services, bad debt expense, insurance, facilities costs, other supporting overhead costs and depreciation and amortization expense.
Financing Activities Our financing activities have consisted primarily of payments associated with cash dividends, settlements of tax withholding obligations related to employee stock-based compensation awards and repurchases of common stock under our share repurchase program.
These cash outflows were partially offset by $53.7 million of Giphy Retention Compensation, as reimbursed by the Giphy seller. Financing Activities Our financing activities have consisted primarily of payments associated with cash dividends, settlements of tax withholding obligations related to employee stock-based compensation awards and repurchases of common stock under our share repurchase program.
Content contributors generally earn royalties based on our published earnings schedule that is based on annual licensing volume, which determines the contributor’s earnings tier and the purchase option under which the content was licensed.
Envato enhances digital creative assets and templates. Contributors of Content typically earn a royalty each time their work is licensed. Content contributors generally earn royalties based on our published earnings schedule that is based on annual licensing volume, which determines the contributor’s earnings tier and the purchase option under which the content was licensed.
On a constant currency basis, revenue increased approximately 5% in the year ended December 31, 2023, as compared to 2022. Content license revenues decreased by 7%, to $737.3 million in 2023 as compared to 2022. On a constant currency basis, Content revenues decreased by 7% in 2023, as compared to 2022.
On a constant currency basis, revenue increased approximately 5% in the year ended December 31, 2025, as compared to 2024. Our Content revenues increased by 4%, to $786.7 million in 2025, as compared to 2024. On a constant currency basis, Content revenues increased approximately 2% in the year ended December 31, 2025, as compared to 2024.
Cash used in investing activities for the year ended December 31, 2022 was $275.6 million, consisting primarily of (i) $211.8 million cash used in the acquisitions of Pond5 and Splash News, net of cash acquired; (ii) capital expenditures of $43.3 million for internal-use software and website development costs, and purchase of software and equipment, and (iii) $16.8 million to acquire the rights to distribute certain digital content in perpetuity.
Cash used in investing activities for the year ended December 31, 2025 was $47.8 million, consisting primarily of (i) capital expenditures of $42.9 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $6.5 million paid to acquire the rights to distribute certain digital content into perpetuity.
For the twelve months ended December 31, 2024, the Company also incurred $21.4 million of Giphy Retention Compensation expense related to recurring employee costs, which is included in operating expenses, and is not included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share. 62 Table of Contents Adjusted Net Income and Adjusted Net Income Per Diluted Common Share We define adjusted net income as net income adjusted for the impact of non-cash equity-based compensation, the amortization of acquisition-related intangible assets, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, impairment of lease and related assets, cost incurred associated with the Getty merger, unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations and the estimated tax impact of such adjustments.
Adjusted Net Income and Adjusted Net Income Per Diluted Common Share We define adjusted net income as net income adjusted for the impact of non-cash equity-based compensation, the amortization of acquisition-related intangible assets, impairment of lease assets, impairment loss on long-term investment, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, cost incurred associated with the Getty merger, unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations, legal contingencies, and the estimated tax impact of such adjustments.
Net cash provided by operating activities was $140.6 million for the year ended December 31, 2023, compared to $158.5 million for the year ended December 31, 2022.
Net cash provided by operating activities was $166.7 million for the year ended December 31, 2025, compared to $32.6 million for the year ended December 31, 2024.
The following is a reconciliation of net income to adjusted net income for each of the periods indicated: Year Ended December 31, 2024 2023 2022 (in thousands) Net income $ 35,932 $ 110,269 $ 76,103 Add / (less) Non-GAAP adjustments: Non-cash equity-based compensation 56,330 48,577 35,740 Tax effect of non-cash equity-based compensation (1)(2) (6,883) (11,416) (8,397) Acquisition-related amortization expense (3) 37,967 34,737 29,302 Tax effect of acquisition-related amortization expense (1) (8,922) (8,163) (6,886) Bargain purchase gain — (50,261) — Giphy Retention Compensation Expense - non-recurring 22,116 31,577 — Tax effect of Giphy Retention Compensation Expense - non-recurring (1) (5,197) (7,421) — Impairment of lease and related assets — — 18,664 Tax effect of impairment of lease and related assets (1) — — (4,199) Merger-related costs 2,750 — — Tax effect of merger-related costs (1) (619) — — Other (4) 7,425 12,493 1,576 Tax effect of other (1) (2,157) (2,811) (355) Adjusted net income (4) $ 138,742 $ 157,581 $ 141,548 Net income per diluted common share $ 1.01 $ 3.04 $ 2.08 Adjusted net income per diluted common share $ 3.89 $ 4.35 $ 3.87 Weighted average diluted shares 35,658 36,242 36,546 (1) Statutory tax rates are used to calculate the tax effect of the adjustments.
The following is a reconciliation of net income to adjusted net income for each of the periods indicated: Year Ended December 31, 2025 2024 2023 (in thousands) Net income $ 45,496 $ 35,932 $ 110,269 Add / (less) Non-GAAP adjustments: Non-cash equity-based compensation 61,076 56,330 48,577 Tax effect of non-cash equity-based compensation (1)(2) (14,353) (6,883) (11,416) Acquisition-related amortization expense (3) 38,532 37,967 34,737 Tax effect of acquisition-related amortization expense (1) (9,056) (8,922) (8,163) Bargain purchase gain — — (50,261) Giphy Retention Compensation Expense - non-recurring 1,436 22,116 31,577 Tax effect of Giphy Retention Compensation Expense - non-recurring (1) (338) (5,197) (7,421) Merger-related costs 34,906 2,750 — Tax effect of merger-related costs (1) (7,855) (619) — Other (4) (7,462) 7,425 12,493 Tax effect of other (1) (1,900) (2,157) (2,811) Adjusted net income (4) $ 140,482 $ 138,742 $ 157,581 Net income per diluted common share $ 1.25 $ 1.01 $ 3.04 Adjusted net income per diluted common share $ 3.87 $ 3.89 $ 4.35 Weighted average diluted shares 36,268 35,658 36,242 (1) Statutory tax rates are used to calculate the tax effect of the adjustments. 63 Table of Contents (2) For the twelve months ended December 31, 2024, the tax effect of non-cash equity-based compensation includes a $6.2 million add-back for the reduction of deferred tax assets associated with the expiration of performance-based stock options and restricted stock units granted the Company’s Founder and Executive Chairman in 2014.
We expect that our cost of revenue will continue to fluctuate in line with changes in revenue. 56 Table of Contents Sales and Marketing. Sales and marketing expenses increased by $11.6 million, or 6%, to $214.7 million in 2023 as compared to 2022.
We expect that our cost of revenue will continue to fluctuate in line with changes in revenue. Sales and Marketing. Sales and marketing expenses decreased by $1.7 million, or 1%, to $221.0 million in 2025 as compared to 2024.
Management believes that adjusted free cash flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in internal-use software and website development costs to support the Company’s ongoing business operations and provides them with the same measures that management uses as the basis for making resource allocation decisions. 61 Table of Contents Our use of non-GAAP financial measures has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP, as the excluded items may have significant effects on our operating results and financial condition.
Management believes that adjusted free cash flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in internal-use software and website development costs to support the Company’s ongoing business operations and provides them with the same measures that management uses as the basis for making resource allocation decisions.
Cost and Expenses Cost of Revenue. Cost of revenue increased by $38.3 million, or 12%, to $352.6 million in 2023 as compared to 2022. As a percent of revenue, cost of revenues increased to 40% for the year ended December 31, 2023, from 38% for 2022.
Cost and Expenses Cost of Revenue. Cost of revenue increased by $10.5 million, or 3%, to $406.8 million in 2025 as compared to 2024. As a percent of revenue, cost of revenues decreased to 41% for the year ended December 31, 2025, from 42% for 2024.
Since inception, we have financed our operations primarily through cash flows generated from operations. In addition, if necessary, we have the ability to draw on our A&R Credit Agreement dated July 22, 2024. Historically, our principal uses of cash have included funding our operations, capital expenditures, and content acquisitions.
Liquidity and Capital Resources As of December 31, 2025, we had cash and cash equivalents totaling $178.2 million, which primarily consisted of bank balances. Since inception, we have financed our operations primarily through cash flows generated from operations. In addition, if necessary, we have the ability to draw on our A&R Credit Agreement dated July 22, 2024.
Changes in our revenue by region were as follows: revenue from North America increased by $74.5 million, or 21%, to $427.7 million, revenue from Europe decreased by $12.0 million, or 5%, to $231.0 million and revenue from outside Europe and North America decreased by $15.8 million, or 7%, to $215.8 million, in the year ended December 31, 2023 compared to 2022.
Changes in our revenue by region were as follows: revenue from North America increased by $34.4 million, or 7%, to $509.1 million; revenue from Europe increased by $19.0 million, or 8%, to $264.7 million; and revenue from outside Europe and North America increased by $1.2 million to $216.2 million, in the year ended December 31, 2025 compared to 2024.
The following table summarizes our key operating metrics, which are unaudited, for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, Shutterstock 1 Envato 2 Pro Forma 3 2024 2024 2024 2023 2022 Subscribers (end of period) 459,000 629,000 1,088,000 523,000 586,000 Subscriber revenue (in millions) $ 318.6 $ 134.0 $ 452.6 $ 351.5 $ 346.6 Average revenue per customer (last twelve months) $ 450 $ 90 $ 255 $ 412 $ 341 Paid downloads (in millions) 134.3 322.4 456.7 153.0 173.3 ___________________________________________________ 1 Represents Shutterstock, Inc. key operating metrics before combining the Envato related metrics.
The following table summarizes our key operating metrics, which are unaudited, for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2 2023 Subscribers (end of period) 1 1,032,000 1,088,000 523,000 Subscriber revenue (in millions) 1 $ 429.8 $ 452.6 $ 351.5 Average revenue per customer (last twelve months) 1 $ 281 $ 255 $ 412 Paid downloads (in millions) 453.1 456.7 153.0 ___________________________________________________ 1 Subscribers, Subscriber Revenue and Average Revenue Per Customer from acquisitions are included in these metrics beginning twelve months after the closing of the respective business combination.
In addition, there were $4.3 million and $0.6 million increases from recurring and non-recurring Giphy Retention 54 Table of Contents Compensation, respectively. We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies. Product Development.
For the year ended December 31, 2025, the recurring and non-recurring Giphy Retention Compensation had no impact on Sales and Marketing 55 Table of Contents expenses. We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies. Product Development.
Product development expenses decreased by $7.7 million, or 8%, to $88.4 million in 2024 as compared to 2023. The decrease in product development was driven by decreases in outside consultant expenses and employee-related costs. This was partially offset by an increase in software licenses.
The decrease in product development was driven by decreases in outside consultant expenses and employee-related costs. This was partially offset by an increase in software licenses. In addition, there was a $1.3 million increase and a $4.8 million decrease from recurring and non-recurring Giphy Retention Compensation expenses, respectively.
During 2023, other income / (expense), net substantially consisted of $4.8 million of interest income and $0.9 million of favorable unrealized foreign currency fluctuations. As we increase the volume of business transacted in foreign currencies resulting from international expansion and as currency rates fluctuate, we expect foreign currency gains and losses to continue to fluctuate.
As we increase the volume of business transacted in foreign currencies resulting from international expansion and as currency rates fluctuate, we expect foreign currency gains and losses to continue to fluctuate. Income Taxes. Income tax expense increased by $3.2 million, to $29.8 million in 2025 as compared to 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−0 removed4 unchanged
Biggest changeDollars Originating Currency Euro $ 142,729 € 131,958 $ 139,529 € 128,714 $ 148,643 € 138,531 British pounds 57,960 £ 45,573 56,679 £ 45,366 57,144 £ 45,711 All other non-U.S. currencies (1) 53,255 54,839 59,204 Total foreign currency 253,944 251,047 264,991 U.S. dollar 681,318 623,540 562,835 Total revenue $ 935,262 $ 874,587 $ 827,826 (1) Includes no single currency which exceeded 5% of total revenue for any of the periods presented.
Biggest changeDollars Originating Currency Euro $ 148,272 € 133,630 $ 142,729 € 131,958 $ 139,529 € 128,714 British pounds 58,843 £ 44,675 57,960 £ 45,573 56,679 £ 45,366 All other non-U.S. currencies (1) 50,324 53,255 54,839 Total foreign currency 257,439 253,944 251,047 U.S. dollar 732,486 681,318 623,540 Total revenue $ 989,925 $ 935,262 $ 874,587 (1) Includes no single currency which exceeded 5% of total revenue for any of the periods presented. 67 Table of Contents Interest Rate Fluctuation Risk Our cash and cash equivalents consist of cash and money market accounts.
Based on our foreign currency denominated revenue for 2024, we estimate that a 10% change in the exchange rate of the U.S. dollar against all foreign currency denominated revenues would impact our revenue by approximately 3%. We have established foreign subsidiaries in various countries and have concluded that the functional currency of these entities is generally the local currency.
Based on our foreign currency denominated revenue for 2025, we estimate that a 10% change in the exchange rate of the U.S. dollar against all foreign currency denominated revenues would impact our revenue by approximately 3%. We have established foreign subsidiaries in various countries and have concluded that the functional currency of these entities is generally the local currency.
A hypothetical 10% change in interest rates would not have a material impact on our interest expense as of December 31, 2024. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations.
A hypothetical 10% change in interest rates would not have a material impact on our interest expense as of December 31, 2025. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations.
Translation adjustments 66 Table of Contents resulting from converting the foreign subsidiaries’ financial statements into U.S. dollars are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. We do not currently enter into derivatives or other financial instruments in order to hedge our foreign currency exchange risk, but we may do so in the future.
Translation adjustments resulting from converting the foreign subsidiaries’ financial statements into U.S. dollars are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. We do not currently enter into derivatives or other financial instruments in order to hedge our foreign currency exchange risk, but we may do so in the future.
Business transacted in currencies other than each entity’s functional currency results in transactional gains and losses. The net impacts of foreign currency transactions on our financial statements were losses of $3.2 million and $3.1 million in 2024 and 2022, respectively, and a gain of $0.7 million in 2023.
Business transacted in currencies other than each entity’s functional currency results in transactional gains and losses. The net impacts of foreign currency transactions on our financial statements were losses of $2.3 million and $3.2 million in 2025 and 2024, respectively, and a gain of $0.7 million in 2023.
Foreign Currency Exchange Risk Our sales to international customers are denominated in multiple currencies, including but not limited to the U.S. dollar, the euro, the British pound, the Australian dollar and the Japanese yen. Revenue denominated in foreign currencies as a percentage of total revenue was approximately 27%, 29% and 32% in 2024, 2023 and 2022, respectively.
Foreign Currency Exchange Risk Our sales to international customers are denominated in multiple currencies, including but not limited to the U.S. dollar, the euro, the British pound, the Australian dollar and the Japanese yen. Revenue denominated in foreign currencies as a percentage of total revenue was approximately 26%, 27% and 29% in 2025, 2024 and 2023, respectively.
Our historical revenue by currency is as follows (in thousands): Year Ended December 31, 2024 2023 2022 U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S.
Our historical revenue by currency is as follows (in thousands): Year Ended December 31, 2025 2024 2023 U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S.
Interest Rate Fluctuation Risk Our cash and cash equivalents consist of cash and money market accounts. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. The fair value of our cash and cash equivalents is not particularly sensitive to interest rate changes.
The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. The fair value of our cash and cash equivalents is not particularly sensitive to interest rate changes.

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