Form 8-K

8-K — Shutterstock, Inc.

Accession: 0001140361-26-031306

Filed: 2026-08-05

Period: 2026-08-04

CIK: 0001549346

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20079466_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079466_ex99-1.htm)

GRAPHIC (image0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20079466_8k.htm · Sequence: 1

false000154934600015493462026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2026

Shutterstock, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35669

80-0812659

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

350 Fifth Avenue, 20th Floor

New York, NY 10118

(Address of principal executive offices, including zip code)

(646) 710-3417

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

SSTK

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02

Results of Operations and Financial Condition.

On August 4, 2026, Shutterstock, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal period

ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1

attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by

reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01

Regulation FD Disclosure.

The information provided above in “Item 2.02 Results of Operations and Financial Condition” is incorporated by reference in this Item

7.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release entitled “Shutterstock Reports

Second Quarter 2026 Financial Results” dated August 4, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

SHUTTERSTOCK, INC.

Dated: August 4, 2026

By:

/s/ Rik Powell

Rik Powell

Chief Financial Officer & Interim Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079466_ex99-1.htm · Sequence: 2

Exhibit 99.1

Shutterstock Reports Second Quarter 2026 Financial Results

New York, NY - August 4, 2026 - Shutterstock, Inc. (NYSE: SSTK) (the “Company”), a family of brands delivering scalable creative

and GenAI solutions to help customers fuel great work, today announced financial results for the second quarter ended June 30, 2026.

Commenting on the Company’s performance, Rik Powell, the Company’s Interim Chief Executive

Officer and Chief Financial Officer, said, “Following the termination of our proposed merger, we have moved quickly to strengthen our balance sheet, reduce our cost structure, and sharpen our focus on the areas with the greatest potential and are approaching every aspect of the business with discipline and urgency. We have taken significant cost actions

over the past 18 months that equate to over $70 million of annualized run-rate operating expense reductions and are targeting an additional $60 million in annualized run-rate operating expense reductions by the end of the year. These actions will give us greater optionality in

our capital allocation strategy.”

He continued, “While we recognize the challenges in front of us, Shutterstock remains a

company with meaningful strategic assets, including a globally recognized brand, one of the world’s largest and most diverse commercially licensed content libraries, a differentiated Data and AI Services business, our unique GIPHY platform, and strong cash generation. Together, these strengths provide a solid foundation as we refine our long-term strategy and position the business for its next phase of growth which we look forward to discussing in

the coming weeks.”

EARNINGS TELECONFERENCE INFORMATION

In light of the pending strategic update, the Company will no longer be hosting the conference call originally scheduled for August 6, 2026 or issuing guidance for the

remainder of 2026.

Second Quarter 2026 highlights as compared to Second Quarter 2025:

Financial Highlights

•

Revenues were $221.8 million compared to $267.0 million.

•

Net loss was $155.9 million compared to net income of $29.4 million.

◦

Net loss includes a $163.4 million non-cash, after-tax goodwill impairment charge.

•

Net loss per diluted common share was $4.25 compared to net income per diluted common share of $0.82.

•

Adjusted net income was $30.0 million compared to $42.9 million.

•

Adjusted net income per diluted common share was $0.82 compared to $1.19.

•

Adjusted EBITDA was $65.1 million compared to $82.2 million.

SECOND QUARTER RESULTS

Revenue

Second quarter revenue of $221.8 million decreased by $45.2 million

or 17% as compared to the second quarter of 2025.

Revenue from our Content product offering decreased by $34.1 million, or 17%, as compared to the second quarter of 2025, to $165.7 million. The reduction in our Content revenue was driven primarily by weakness in new

customer acquisition. Content revenue represented 75% of our total revenue in the second

quarter of 2026.

Revenue generated from our Data, Distribution, and Services product offering decreased

by $11.1 million, or 16%, as compared to the second quarter of 2025, to $56.1 million, and represented 25% of second quarter revenue in 2026. Revenue recognition in our data offering may vary from quarter-to-quarter based on the delivery timing of metadata licenses.

Net income and net income per diluted common share

Net income decreased by $185.4 million to a net loss of $155.9 million in the second quarter of 2026, compared to net income of $29.4 million for the second quarter of 2025. Net loss per diluted common share was $4.25,

as compared to net income per diluted common share of $0.82 for the same

period in 2025. In the second quarter of 2026, the Company recorded a non-cash goodwill impairment charge of $173.7 million resulting from the decline in the Company’s fair value after the announcement of the terminated merger agreement. Additionally, the Company had further declines in revenue, with operating costs not

declining at a similar rate, as well as $3.0 million of unrealized losses related to our investment in Meitu, Inc, $3.7 million of Merger related costs, $5.0 million of

legal contingency expenses and $3.0 million of workforce optimizations expenses.

Adjusted net income and adjusted net income per diluted common share

Adjusted net income of $30.0 million in the second quarter of 2026 decreased

by $12.9 million, compared to adjusted net income of $42.9 million for

the second quarter of 2025, primarily due to the decline in revenue.

Adjusted net income per diluted common share was $0.82, compared to $1.19 for the second quarter of 2025.

Adjusted EBITDA

Adjusted EBITDA of $65.1 million for the second quarter of 2026 decreased

by $17.1 million, or 21%, as compared to the second quarter of 2025, primarily due to the decline in revenue.

Net loss margin of 70.3% for the second quarter of 2026 decreased

by 81.3%, as compared to net income margin of 11.0% in the second quarter of 2025. The adjusted EBITDA margin of 29.3% for the second quarter of 2026 decreased by 1.5%, as compared to 30.8% in the second quarter of 2025.

SECOND QUARTER LIQUIDITY

Our cash and cash equivalents decreased by $29.3 million to $133.2 million at June 30, 2026, as compared with $162.5 million as of March 31, 2026. This was driven by $0.6 million of net cash used in operating activities, including a $35.0 million payment for the settlement of the FTC’s civil investigative demand on the Company’s subscription disclosure and enrollment and cancellation practices. In addition, the Company had $18.5 million of net cash used in financing activities and $10.1 million of net

cash used in investing activities.

Net cash for operating activities was driven by the $35.0 million payment to the

FTC. This was offset by cash generation from our business operations and changes in the timing of cash collections from our customers and payments pertaining to operating expenses. In addition, cash flows for the three months ended June 30, 2026 were unfavorably impacted by $3.0 million of expenses related to

the Getty Images proposed merger.

Cash used in investing activities for the three months ended June 30, 2026

consisted of $10.1 million related to capital expenditures, $0.1 million

of content acquisition, partially offset by $0.1 million related to the receipt of the Giphy Retention Compensation, as reimbursed by the Giphy seller.

Cash used in financing activities for the three months ended June 30, 2026

consisted of $13.2 million related to the payment of the quarterly cash dividend, $4.5

million paid in settlement of tax withholding obligations related to employee stock-based compensation awards, and $0.8 million used for the repayment

of our credit facility.

Adjusted free cash flow was $28.5 million for the second quarter of 2026, an increase of $11.0 million from the second quarter of 2025.

KEY OPERATING METRICS

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

20255

Subscribers (end of period)(1)

951,000

1,073,000

951,000

1,073,000

Subscriber revenue (in millions)(2)

99.8

108.0

203.6

217.9

Average revenue per customer (last twelve months)(3)

292

266

292

266

Paid downloads (in millions)(4)

98.7

112.6

202.8

233.5

_____________________________________________________

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. Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato, which was

acquired in July 2024.

(1) Subscribers is defined as those customers who purchase one or more of our monthly recurring products for a continuous period of at least three months,

measured as of the end of the reporting period.

(2) Subscriber revenue is defined as the revenue generated from subscribers during the period.

(3) Average revenue per customer is calculated by dividing total revenue for the last twelve-month period by customers. Customers is defined as total

active, paying customers that contributed to total revenue over the last twelve-month period.

(4) Paid downloads is the number of downloads that our customers make in a given period of our content. Paid downloads exclude content related to our

Studios business, downloads of content that are offered to customers for no charge, including our free trials and metadata delivered through our data deal offering.

NON-GAAP FINANCIAL MEASURES

To supplement Shutterstock’s consolidated financial statements presented in accordance with the accounting principles generally accepted in the United States, or GAAP,

Shutterstock’s management considers certain financial measures that are not prepared in accordance with GAAP, collectively referred to as non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted

net income per diluted share, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage), and adjusted free cash flow.

Shutterstock defines adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, Giphy Retention Compensation Expense

- non-recurring, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, goodwill impairment, impairment loss on long-term investment, impairment of lease assets, unrealized losses / gains

on investments, legal contingencies, interest income and expense, income taxes and Merger related costs; adjusted EBITDA margin as the ratio of adjusted EBITDA to revenue; adjusted net income as net income adjusted for the impact of non-cash

equity-based compensation, amortization of acquisition-related intangible assets, Giphy Retention Compensation Expense - non-recurring, severance costs associated with strategic workforce optimizations (reported in Other), unrealized losses / gains

on investments (reported in Other), goodwill impairment, impairment loss on long-term investment, legal contingencies, Merger related costs and the estimated tax impact of such adjustments; adjusted net income per diluted common share as adjusted

net income divided by weighted average diluted shares; revenue growth (including by product offering) 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 presented in the comparison; and adjusted free cash flow as 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 the settlement of the FTC investigation, and cash paid for costs related to the Getty Images merger.

The expense associated with the Giphy Retention Compensation related to (i) the one-time employment inducement bonuses and (ii) the vesting of the cash value of

unvested Meta equity awards held by the employees prior to closing, which are reflected in operating expenses (together, the “Giphy Retention Compensation Expense - non-recurring”), are required payments in accordance with the terms of the

acquisition. Meta’s sale of Giphy was directed by the United Kingdom Competition and Markets Authority (the “CMA”) and accordingly, the terms of the acquisition were subject to CMA preapproval. Management considers the operating expense associated

with these required payments to be unusual and non-recurring in nature. The Giphy Retention Compensation Expense - non-recurring is not considered an ongoing expense necessary to operate the Company’s business. Therefore, such expenses have been

included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share.

These figures have not been calculated in accordance with GAAP and 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 results. Shutterstock cautions investors that non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled

measures presented by other companies.

Shutterstock’s management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted common share, revenue growth

(including by product offering) on a constant currency basis (expressed as a percentage) and adjusted free cash flow are useful to investors because these measures enable investors to analyze Shutterstock’s operating results on the same basis as

that used by management. Additionally, management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share provide useful information to investors about the performance of the

Company’s overall business because such measures eliminate the effects of unusual or other infrequent charges that are not directly attributable to Shutterstock’s underlying operating performance; and revenue growth (including by product offering)

on a constant currency basis (expressed as a percentage) provides useful information to investors by eliminating the effect of foreign currency fluctuations that are not directly attributable to Shutterstock’s operating performance. Management also

believes that providing these non-GAAP financial measures enhances the comparability for investors in assessing Shutterstock’s financial reporting. Shutterstock’s 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.

Shutterstock’s management also uses the non-GAAP financial measures adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted

common share, revenue growth (including by product offering) on a constant currency basis (expressed as a percentage), and adjusted free cash flow, in conjunction with GAAP financial measures, as an integral part of managing the business and to,

among other things: (i) monitor and evaluate the performance of Shutterstock’s business operations, financial performance and overall liquidity; (ii) facilitate management’s internal comparisons of the historical operating performance of its

business operations; (iii) facilitate management’s external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and

assess the operating performance of Shutterstock’s management team and, together with other operational objectives, as a measure in evaluating employee compensation; (v) analyze and evaluate financial and strategic planning decisions regarding

future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

Reconciliations of the differences between each of our non-GAAP financial measures (adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income

per diluted common share, revenue growth (including by product offering) on a constant currency basis (expressed as a percentage), adjusted free cash flow), and each measure’s most directly comparable financial measure calculated and presented in

accordance with GAAP, are presented under the headings “Reconciliation of Non-GAAP Financial Information to GAAP” and “Supplemental Financial Data” immediately following the Consolidated Balance Sheets.

ABOUT SHUTTERSTOCK

Shutterstock is in the business of turning ideas into impact. Powered by a global network of millions of

creators and our cutting-edge technology, we provide businesses, creatives, and brand leaders with the essential, universal ingredients to make their work more effective. Shutterstock offers access to one of the world’s largest and most diverse

collections of high-quality licensable assets, specialized training datasets, evaluation tools, and end-to-end strategic partnerships for the full model training lifecycle, as well as advertising and distribution solutions, exclusive editorial

content, and full-service studio production—delivering unparalleled resources to fuel great work.

Discover our impact at www.shutterstock.com and connect with us on LinkedIn, Instagram, X, Facebook and YouTube.

FORWARD-LOOKING STATEMENTS

The statements in this press release, and any related oral statements, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, are forward-looking statements. Forward-looking statements may discuss goals, intentions and expectations as to future

plans, trends, events, results of operations or financial condition, financings or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.

Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected

in these statements will be achieved or will occur or the timing thereof. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,” “should,”

“could,” “might,” “seeks,” “intends,” “plans,” “pro forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology, but not all forward-looking

statements include such identifying words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize,

or should underlying assumptions prove incorrect, actual results may vary. The forward-looking statements in this press release relate to, among other things, statements regarding industry prospects, future business, future results of operations or

financial condition, future dividends, future stock performance, our ability to consummate acquisitions and integrate the businesses we have acquired or may acquire into our existing operations, new or planned features, products or services,

management strategies, our ability to offer premier Data Licensing and AI Services, and our competitive position. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking

statements include, among others, the risks discussed under the caption “Risk Factors” in Shutterstock’s Annual Report on Form 10-K for the fiscal year ended December

31, 2025, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from

those indicated or anticipated by such forward looking statements. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Shutterstock does not assume, and hereby disclaims, any obligation to update forward-looking statements, except as may be required by

law.

Investor Relations Contact

Press Contact

Scott Grossman

Lori Rodney

ir@shutterstock.com

press@shutterstock.com

917-563-4991

Shutterstock, Inc.

Consolidated Statements of Operations

(In thousands, except for per share data)

(unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

221,801

266,990

420,971

509,610

Operating expenses:

Cost of revenue

93,787

105,994

188,575

206,882

Sales and marketing

48,008

57,077

96,354

110,436

Product development

17,574

20,754

36,979

40,619

General and administrative

43,930

48,434

111,515

106,741

Goodwill impairment

173,738

—

173,738

—

Total operating expenses

377,037

232,259

607,161

464,678

(Loss) / income from operations

(155,236

)

34,731

(186,190

)

44,932

Interest expense

(3,833

)

(4,224

)

(7,593

)

(8,522

)

Other (expense) / income, net

(1,862

)

12,624

(16,523

)

27,139

(Loss) / income before income taxes

(160,931

)

43,131

(210,306

)

63,549

(Benefit) / provision for income taxes

(4,992

)

13,691

(6,798

)

15,421

Net (loss) / income

(155,939

)

29,440

(203,508

)

48,128

(Losses) / earnings per share:

Basic

(4.25

)

0.84

(5.63

)

1.37

Diluted

(4.25

)

0.82

(5.63

)

1.35

Weighted average common shares outstanding:

Basic

36,703

35,257

36,126

35,075

Diluted

36,703

35,958

36,126

35,642

Shutterstock, Inc.

Consolidated Balance Sheets

(In thousands, except par value amount)

(unaudited)

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

133,208

178,244

Accounts receivable, net of allowance of $3,750 and $3,431

102,264

112,626

Prepaid expenses and other current assets

44,025

47,769

Total current assets

279,497

338,639

Property and equipment, net

61,237

62,553

Right-of-use assets

8,238

9,770

Intangible assets, net

192,073

215,673

Goodwill

400,025

574,614

Deferred tax assets, net

77,221

61,289

Other assets

73,986

93,398

Total assets

1,092,277

1,355,936

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

12,982

13,898

Accrued expenses

104,227

129,952

Contributor royalties payable

98,292

94,163

Deferred revenue

198,444

212,984

Debt

158,112

158,110

Other current liabilities

14,719

19,295

Total current liabilities

586,776

628,402

Deferred tax liability, net

1,323

1,134

Long-term debt

115,157

116,639

Lease liabilities

13,518

17,247

Other non-current liabilities

11,843

11,476

Total liabilities

728,617

774,898

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.01 par value; 200,000 shares authorized; 42,328 and 41,049 shares issued and 36,807 and 35,528 shares outstanding as of June

30, 2026 and December 31, 2025, respectively

422

410

Treasury stock, at cost; 5,521 shares as of June 30, 2026 and December 31, 2025

(269,804

)

(269,804

)

Additional paid-in capital

536,627

520,018

Accumulated other comprehensive loss

(9,249

)

(4,754

)

Retained earnings

105,664

335,168

Total stockholders’ equity

363,660

581,038

Total liabilities and stockholders’ equity

1,092,277

1,355,936

Shutterstock, Inc.

Consolidated Statements of Cash Flows

(In thousands, except par value amount)

(unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) / income

(155,939

)

29,440

(203,508

)

48,128

Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities:

Depreciation and amortization

22,416

22,611

45,120

45,282

Deferred taxes

(8,399

)

974

(15,741

)

(6,798

)

Goodwill impairment

173,738

—

173,738

—

Non-cash equity-based compensation

12,536

15,625

25,908

33,509

Loss on impairment of long-term investment

—

5,000

—

5,000

Bad debt expense

214

367

319

960

Unrealized loss / (gain) on investments, net

2,963

(18,028

)

18,268

(31,288

)

Changes in operating assets and liabilities:

Accounts receivable

735

(39,056

)

9,701

(55,674

)

Prepaid expenses and other current and non-current assets

(3,759

)

4,775

1,592

22,757

Accounts payable and other current and non-current liabilities

(37,972

)

2,677

(29,386

)

(14,587

)

Contributor royalties payable

3,459

6,401

5,084

9,780

Deferred revenue

(9,371

)

(3,950

)

(13,104

)

(4,986

)

Net cash provided by operating activities

621

26,836

17,991

52,083

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures

(10,115

)

(11,312

)

(21,710

)

(22,120

)

Cash received related to Giphy Retention Compensation

109

369

477

861

Acquisition of content

(110

)

(4,081

)

(301

)

(4,978

)

Security deposit (payment) / release

(23

)

249

Net cash used in investing activities

(10,139

)

(14,965

)

(21,285

)

(26,199

)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid to settle employee taxes related to RSU vesting

(4,461

)

(1,473

)

(10,848

)

(5,012

)

Payment of cash dividends

(13,214

)

(11,623

)

(25,996

)

(23,124

)

Repayment of credit facility

(782

)

(782

)

(1,563

)

(1,563

)

Net cash used in financing activities

(18,457

)

(13,878

)

(38,407

)

(29,699

)

Effect of foreign exchange rate changes on cash

(1,333

)

6,186

(3,335

)

8,974

Net (decrease) / increase in cash and cash equivalents

(29,308

)

4,179

(45,036

)

5,159

Cash and cash equivalents, beginning of period

162,518

112,231

178,244

111,251

Cash and cash equivalents, end of period

133,208

116,410

133,208

116,410

Supplemental Disclosure of Cash Information:

Cash paid for income taxes

6,934

15,293

7,678

14,689

Cash paid for interest

3,518

4,106

7,288

8,465

Shutterstock, Inc.

Reconciliation of Non-GAAP Financial Information to GAAP

(In thousands, except per share information)

(unaudited)

Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted share, revenue growth (including by distribution channel) on a constant

currency basis (expressed as a percentage), and adjusted free cash flow are not financial measures prepared in accordance with United States generally accepted accounting principles (GAAP). Such non-GAAP financial measures should not be construed

as alternatives to any other measures of performance determined in accordance with GAAP. Investors are cautioned that non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to

similarly-titled measures presented by other companies.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net (loss) / income

(155,939

)

29,440

(203,508

)

48,128

Add / (less) Non-GAAP adjustments:

Non-cash equity-based compensation

12,536

15,625

25,908

33,509

Tax effect of non-cash equity-based compensation (1)

(2,946

)

(3,672

)

(6,088

)

(7,875

)

Acquisition-related amortization expense (2)

9,564

9,581

19,163

19,278

Tax effect of acquisition-related amortization expense (1)

(2,248

)

(2,252

)

(4,504

)

(4,531

)

Unrealized loss / (gain) on investment

2,963

(13,029

)

18,268

(26,289

)

Goodwill impairment

173,738

—

173,738

—

Tax effect of goodwill impairment(1)

(10,371

)

—

(10,371

)

—

Workforce optimization - severance

2,963

121

9,043

301

Tax effect of workforce optimization - severance(1)

(667

)

(27

)

(2,035

)

(68

)

Giphy retention compensation expense - non-recurring

—

438

649

1,005

Tax effect of Giphy retention compensation expense - non-recurring(1)

—

(103

)

(153

)

(236

)

Merger related costs

3,680

8,710

6,535

20,571

Tax effect of merger related costs(1)

(828

)

(1,960

)

(1,470

)

(4,629

)

Legal contingency

5,000

—

33,000

—

Tax effect of legal contingency(1)

(7,425

)

—

(7,425

)

—

Adjusted net income

30,020

42,872

50,750

79,164

Net (loss) / income per diluted common share

(4.25

)

0.82

(5.63

)

1.35

Adjusted net income per diluted common share

0.82

1.19

1.40

2.22

Weighted average diluted shares

36,703

35,958

36,126

35,642

_____________________________________________________

(1)

Statutory tax rates are used to calculate the tax effect of the adjustments.

(2)

Of these amounts, $8.9 million and $8.9 million are included in cost of revenue for the three months ended June 30, 2026 and 2025, respectively. The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net (loss) / income

(155,939

)

29,440

(203,508

)

48,128

Add / (less) Non-GAAP adjustments:

Interest expense

3,833

4,224

7,593

8,522

Interest income

(479

)

(1,077

)

(1,280

)

(2,012

)

Provision for income taxes

(4,992

)

13,691

(6,798

)

15,421

Depreciation and amortization

22,416

22,611

45,120

45,282

EBITDA

(135,161

)

68,889

(158,873

)

115,341

Non-cash equity-based compensation

12,536

15,625

25,908

33,509

Giphy retention compensation expense - non-recurring

—

438

649

1,005

Merger related costs

3,680

8,710

6,535

20,571

Foreign currency loss / (gain)

(622

)

1,482

(465

)

1,162

Unrealized loss / (gain) on investment

2,963

(13,029

)

18,268

(26,289

)

Legal contingencies

5,000

—

33,000

—

Workforce optimization - severance

2,963

121

9,043

301

Goodwill impairment

173,738

—

173,738

—

Adjusted EBITDA

65,097

82,236

107,803

145,600

Revenue

221,801

266,990

420,971

509,610

Net (loss) / income margin

(70.3

11.0

(48.3

9.4

Adjusted EBITDA margin

29.3

30.8

25.6

28.6

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Reported revenue (in thousands)

221,801

266,990

420,971

509,610

Revenue (decline) /growth

(17

Revenue (decline) / growth on a constant currency basis

(17

(18

Content reported revenue (in thousands)

165,664

199,796

343,790

402,684

Content revenue (decline) / growth

(17

(15

Content revenue (decline) / growth on a constant currency basis

(16

(15

Data, Distribution, and Services reported revenue (in thousands)

56,137

67,194

77,181

106,926

Data, Distribution, and Services revenue (decline) / growth

(16

(28

Data, Distribution, and Services revenue (decline) / growth on a constant currency basis

(19

(30

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Cash flow information:

Net cash provided by operating activities

621

26,836

17,991

52,083

Net cash used in investing activities

(10,139

)

(14,965

)

(21,285

)

(26,199

)

Net cash used in financing activities

(18,457

)

(13,878

)

(38,407

)

(29,699

)

Adjusted free cash flow:

Net cash provided by operating activities

621

26,836

17,991

52,083

Capital expenditures

(10,115

)

(11,312

)

(21,710

)

(22,120

)

Content acquisitions

(110

)

(4,081

)

(301

)

(4,978

)

Cash received related to Giphy Retention Compensation

109

369

477

861

Legal contingency settlement

35,000

—

35,000

—

Merger related costs

2,970

5,686

10,150

15,036

Adjusted Free Cash Flow

28,475

17,498

41,607

40,882

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Content

165,664

199,796

343,790

402,684

Data, Distribution, and Services

56,137

67,194

77,181

106,926

Total revenue

221,801

266,990

420,971

509,610

Shutterstock, Inc.

Supplemental Financial Data

(unaudited)

Historical Operating Metrics

Three Months Ended

6/30/26

3/31/26

12/31/25

9/30/25

6/30/25

3/31/25

12/31/24

9/30/245

Subscribers (end of period, in thousands) (1)

951

993

1,032

1,060

1,073

1,079

459

470

Subscriber revenue (in millions) (2)

99.8

103.8

104.7

107.2

108.0

109.9

75.7

78.7

Average revenue per customer (last twelve months) (3)

292

284

281

279

266

244

450

446

Paid downloads (in millions) (4)

98.7

104.1

107.9

111.7

112.6

120.9

33.0

32.9

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. Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato, which was acquired

in July 22, 2024.

(1) Subscribers is defined as those customers who purchase one or more of our monthly recurring products for a continuous period of at least three months, measured as of

the end of the reporting period.

(2) Subscriber revenue is defined as the revenue generated from subscribers during the period.

(3) Average revenue per customer is calculated by dividing total revenue for the last twelve-month period by customers. Customers is defined as total active, paying

customers that contributed to total revenue over the last twelve-month period.

(4) Paid downloads is the number of downloads that our customers make in a given period of our content. Paid downloads exclude content related to our Studios business,

downloads of content that are offered to customers for no charge, including our free trials and metadata delivered through our data deal offering.

(5) Subscribers and Subscriber Revenue are presented as if Envato was acquired as of the beginning of the period presented. Average revenue per customer includes Envato

historical results over the last twelve month period.

Equity-Based Compensation by expense category

Three Months Ended

6/30/26

3/31/26

12/31/25

9/30/25

6/30/25

3/31/25

12/31/24

9/30/24

Cost of revenue

270

183

558

528

532

396

505

443

Sales and marketing

2,652

2,112

2,287

2,098

2,559

2,255

2,627

3,226

Product development

3,242

3,078

3,218

3,370

3,529

2,912

2,722

2,745

General and administrative

6,398

7,999

8,542

6,966

9,005

12,321

9,256

8,680

Total non-cash equity-based compensation

12,562

13,372

14,605

12,962

15,625

17,884

15,110

15,094

Depreciation and Amortization by expense category

Three Months Ended

($ in thousands)

6/30/26

3/31/26

12/31/25

9/30/25

6/30/25

3/31/25

12/31/24

9/30/24

Cost of revenue

20,732

20,898

21,010

21,028

20,804

20,742

21,191

19,653

General and administrative

1,684

1,806

1,725

1,849

1,807

1,929

2,096

1,991

Total depreciation and amortization

22,416

22,704

22,735

22,877

22,611

22,671

23,287

21,644

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