Shutterstock, Inc.

Previous wording

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”). The Merger is subject to the satisfaction of customary closing conditions, further described below, including receipt of required regulatory approvals and the extension or refinancing of Getty Images’ existing debt obligations. 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 closing of the Merger is subject to the satisfaction or waiver of certain closing conditions, including:

Current wording

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”). 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. The closing of the Merger is subject to the satisfaction or waiver of certain closing conditions, including:

Previous wording

•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;

Current wording

•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. 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. 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;

Previous wording

•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.

Current wording

•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. 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.

Previous wording

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 Average Revenue per Customer from Giphy beginning July 2024 and Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato for the three and six months ended June 30, 2025, which was acquired in July 22, 2024.

Current wording

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 Average Revenue per Customer from Giphy beginning July 2024 and Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato for the three and nine months ended September 30, 2025, which was acquired in July 22, 2024.

Previous wording

The following tables summarize our key operating metrics, which are unaudited, for the three and six months ended June 30, 2025 and 2024:

Current wording

The following tables summarize our key operating metrics, which are unaudited, for the three and nine months ended September 30, 2025 and 2024:

Previous wording

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. Accordingly, the metrics include Average Revenue per Customer from Giphy beginning July 2024 and Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato for the three and six months ended June 30, 2025, which was acquired in July 22, 2024.

Current wording

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. Accordingly, the metrics include Average Revenue per Customer from Giphy beginning July 2024 and Subscribers, Subscriber revenue, and Average revenue per customer from Backgrid beginning February 2025. 2025 metrics include the counts and revenues from Envato for the three and nine months ended September 30, 2025, which was acquired in July 22, 2024.

Previous wording

The Company’s revenues by distribution channel for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):

Current wording

The Company’s revenues by distribution channel for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

Previous wording

Revenue increased by $46.9 million, or 21%, to $267.0 million for the three months ended June 30, 2025, compared to the same period in 2024. On a constant currency basis, revenue increased 20% in the three months ended June 30, 2025, compared to the same period in 2024. The increase was largely attributable to revenue recognized from Envato, which we did not have in the same period in 2024, and growth in our data offering during the period.

Current wording

Revenue increased by $9.5 million, or 4%, to $260.1 million for the three months ended September 30, 2025, compared to the same period in 2024. On a constant currency basis, revenue increased 3% in the three months ended September 30, 2025, compared to the same period in 2024. The increase was partially attributable to revenue recognized from Envato, which was acquired on July 22, 2024, and growth in our data offering during the period.

Previous wording

Our Content revenues increased by 18%, to $199.8 million in the three months ended June 30, 2025, compared to the same period in 2024. On a constant currency basis, content revenue increased 16% in the three months ended June 30, 2025, compared to the same period in 2024. During the three months ended June 30, 2025, growth in our Content revenue was driven by the contribution of Envato, which was acquired on July 22, 2024.

Current wording

Our Content revenues decreased by 5%, to $194.4 million in the three months ended September 30, 2025, compared to the same period in 2024. Content revenue was not impacted on a constant currency basis in the three months ended September 30, 2025, compared to the same period in 2024. During the three months ended September 30, 2025, the reduction in our Content revenue was driven by weakness in new customer acquisition, partially offset by the contribution of Envato, which was acquired on July 22, 2024.

Previous wording

Our Data, Distribution, and Services revenues increased by 34%, to $67.2 million in the three months ended June 30, 2025, compared to the same period in 2024. Data, Distribution, and Services revenues increased 35% in the three months ended June 30, 2025, compared to the same period in 2024. Second quarter revenue benefited from the timing of data deal revenue recognition, which fluctuates quarter-to-quarter based on the delivery of metadata to our customers, as well as growth in our Distribution and Services offerings.

Current wording

Our Data, Distribution, and Services revenues increased by 40%, to $65.7 million in the three months ended September 30, 2025, compared to the same period in 2024. Data, Distribution, and Services revenues were not impacted on a constant currency basis in the three months ended September 30, 2025, compared to the same period in 2024. The increase in Data, Distribution, and Services revenues was primarily driven by growth in our data offering, which grew 65% in the three months ended September 30, 2025 compared to the same period in 2024.

Previous wording

Changes in our revenue by region were as follows: revenue from North America increased by $27.8 million, or 23%, to $147.9 million, revenue from Europe increased by $11.0 million, or 21%, to $64.4 million and revenue from outside Europe and North America increased by $8.2 million, or 18%, to $54.7 million, in the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Changes in our revenue by region were as follows: revenue from North America increased by $22.3 million, or 18%, to $142.8 million, revenue from Europe decreased by $5.9 million, or 8%, to $63.6 million and revenue from outside Europe and North America decreased by $6.9 million, or 11%, to $53.7 million, in the three months ended September 30, 2025 compared to the same period in 2024.

Previous wording

Cost of Revenue. Cost of revenue increased by $14.7 million to $106.0 million in the three months ended June 30, 2025 compared to the same period in 2024. This increase was driven by increased royalties, content expenses, employee-related costs, and website hosting fees, primarily driven by the acquisition of Envato. These amounts were partially offset by a decrease in recurring and non-recurring Giphy Retention Compensation. As a percentage of revenue, cost of revenue decreased to 40% for the three months ended June 30, 2025, from 41% for the same period in 2024. We expect that our cost of revenue will continue to fluctuate in-line with changes in revenue.

Current wording

Cost of Revenue. Cost of revenue decreased by $1.8 million to $102.6 million in the three months ended September 30, 2025 compared to the same period in 2024. This decrease was driven by decreased royalties, content expenses, and recurring and non-recurring Giphy Retention Compensation. These amounts were partially offset by an increase in employee-related costs and website hosting fees, primarily driven by the acquisition of Envato. As a percentage of revenue, cost of revenue decreased to 39% for the three months ended September 30, 2025, from 42% for the same period in 2024. We expect that our cost of revenue will continue to fluctuate in-line with changes in revenue.

Previous wording

Sales and Marketing. Sales and marketing expenses increased by $5.2 million, or 10%, to $57.1 million in the three months ended June 30, 2025 compared to the same period in 2024. This was driven by an increase in brand and performance-based marketing expenses. In addition, there was a $0.7 million increase from recurring Giphy Retention Compensation expenses and an increase in employee-related costs driven by the acquisition of Envato. As a percentage of revenue, sales and marketing expenses decreased to 21% for the three months ended June 30, 2025, from 24% for the same period in 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.

Current wording

Sales and Marketing. Sales and marketing expenses increased by $4.0 million, or 7%, to $59.4 million in the three months ended September 30, 2025 compared to the same period in 2024. This was driven by an increase in brand and performance-based marketing expenses. In addition, there was a $1.3 million decrease from non-recurring Giphy Retention Compensation and a $0.3 million increase from recurring Giphy Retention Compensation expenses. As a percentage of revenue, sales and marketing expenses increased to 23% for the three months ended September 30, 2025, from 22% for the same period in 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.

Previous wording

Product Development. Product development expenses increased by $0.9 million to $20.8 million in the three months ended June 30, 2025 compared to the same period in 2024. The increase in product development was driven by increases in software licenses and consultant expenses driven by the acquisition of Envato, partially offset by decreases of $0.4 million and $3.1 million from recurring and non-recurring Giphy Retention Compensation expenses, respectively. 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.

Current wording

Product Development. Product development expenses decreased by $6.2 million to $22.4 million in the three months ended September 30, 2025 compared to the same period in 2024. The decrease in product development was driven by decreases of $0.6 million and $8.2 million from recurring and non-recurring Giphy Retention Compensation expenses, respectively. This was partially offset by increases in software licenses and consultant expenses driven by the acquisition of Envato. 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.

Previous wording

General and Administrative. General and administrative expenses increased by $12.0 million to $48.4 million in the three months ended June 30, 2025 compared to the same period in 2024. This increase was driven by $8.7 million of expenses associated with the Getty merger, and increases in employee-related costs and other general and administrative expenses attributed to the addition of Envato. This was partially offset by a decrease in professional fees. In addition, there was a $0.1 million increase and a $0.6 million decrease from recurring and non-recurring Giphy Retention Compensation expenses, respectively.

Current wording

General and Administrative. General and administrative expenses decreased by $0.7 million to $43.3 million in the three months ended September 30, 2025 compared to the same period in 2024. This decrease was driven by decreases in professional fees, which were incurred as part of the acquisition of Envato in 2024, and employee-related costs. In addition, there was a $0.1 million increase and a $0.3 million decrease from recurring and non-recurring Giphy Retention Compensation expenses, respectively. The decrease was partially offset by $7.1 million of expenses associated with the Getty merger.

Previous wording

Interest Expense. In the six months ended June 30, 2025 and June 30, 2024, we recognized interest expense of $8.5 million and $1.1 million, respectively related to our credit facility and the amortization of deferred financing fees. Interest expense for the six months ended June 30, 2025 increased due to borrowings under the A&R Credit Agreement entered into during the quarter ended September 30, 2024 to fund the acquisition of Envato.

Current wording

Interest Expense. In the three months ended September 30, 2025 and September 30, 2024, we recognized interest expense of $4.2 million and $4.5 million, respectively, related to our credit facility and the amortization of deferred financing fees. Interest expense for the three months ended September 30, 2025 decreased due to lower interest rates in the three months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

Other Income / (Expense), Net. In the three months ended June 30, 2025, other income / (expense), net was driven by $18.0 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income / (expense), net had $1.1 million of interest income. This was partially offset by a $5.0 million expense related to the impairment of our long-term investment in an equity security, and $1.5 million of unrealized foreign currency losses. In the three months ended June 30, 2024, other income / (expense), net was primarily driven by $3.6 million of unrealized losses related to our investment in Meitu, Inc. In addition, other income / (expense), net had $1.3 million of interest income and $1.3 million of unrealized foreign currency losses. 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.

Current wording

Other Income, Net. In the three months ended September 30, 2025, other income, net was driven by $2.8 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income, net had $0.9 million of interest income and $0.6 million of unrealized foreign currency losses. In the three months ended September 30, 2024, other income, net was primarily driven by $1.6 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income, net had $1.1 million of interest income and $1.2 million of unrealized foreign currency gains. 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.

Previous wording

Income Taxes. The income tax benefit increased by $0.8 million for the three months ended June 30, 2025, compared to the same period in 2024. Our effective tax rates were 31.7% and 78.1% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Income Taxes. The income tax expense increased by $18.1 million for the three months ended September 30, 2025, compared to the same period in 2024. Our effective tax rates were a net expense of 57.4% and a net benefit of 0.5% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Revenue increased by $75.2 million, or 17%, to $509.6 million in the six months ended June 30, 2025 compared to the same period in 2024. Revenue was not impacted on a constant currency basis in the six months ended June 30, 2025, compared to the same period in 2024. The increase was largely attributable to revenue recognized from Envato, which we did not have in the same period in 2024, and growth in our data offering during the period.

Current wording

Revenue increased by $84.7 million, or 12%, to $769.7 million in the nine months ended September 30, 2025 compared to the same period in 2024. Revenue was not impacted on a constant currency basis in the nine months ended September 30, 2025, compared to the same period in 2024. The increase was largely attributable to revenue recognized from Envato, which was acquired on July 22, 2024, and growth in our data offering during the period.

Previous wording

Our Content revenues increased by 17%, to $402.7 million in the six months ended June 30, 2025, compared to the same period in 2024. Foreign currency fluctuations did not have a significant impact on our Content revenues in the six months ended June 30, 2025. The increase in our Content revenues was driven by the contribution of Envato, which was acquired on July 22, 2024.

Current wording

Our Content revenues increased by 9%, to $597.1 million in the nine months ended September 30, 2025, compared to the same period in 2024. Foreign currency fluctuations did not have a significant impact on our Content revenues in the nine months ended September 30, 2025. The increase in our Content revenues was driven by the contribution of Envato, which was acquired on July 22, 2024.

Previous wording

Our Data, Distribution, and Services revenues increased by 18%, to $106.9 million in the six months ended June 30, 2025, compared to the same period in 2024. Foreign currency fluctuations did not have a significant impact on our Data, Distribution, and Services revenues in the six months ended June 30, 2025. Data, Distribution, and Services revenues benefited from the timing of data deal revenue recognition, which fluctuates quarter-to-quarter based on the delivery of metadata to our customers, as well as growth in our Distribution and Services offerings.

Current wording

Our Data, Distribution, and Services revenues increased by 26%, to $172.6 million in the nine months ended September 30, 2025, compared to the same period in 2024. Foreign currency fluctuations did not have a significant impact on our Data, Distribution, and Services revenues in the nine months ended September 30, 2025. Data, Distribution, and Services revenues benefited from the timing of data deal revenue recognition, which fluctuates quarter-to-quarter based on the delivery of metadata to our customers, as well as growth in our Distribution and Services offerings.

Previous wording

Changes in our revenue by region were as follows: revenue from North America increased by $37.5 million, or 16%, to $268.1 million, revenue from Europe increased by $21.8 million, or 20%, to $130.6 million and revenue from outside Europe and North America increased by $15.9 million, or 17%, to $111.0 million, in the six months ended June 30, 2025 compared to the same period in 2024.

Current wording

Changes in our revenue by region were as follows: revenue from North America increased by $59.8 million, or 17%, to $410.9 million, revenue from Europe increased by $15.9 million, or 9%, to $194.2 million and revenue from outside Europe and North America increased by $9.0 million, or 6%, to $164.6 million, in the nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

Cost of Revenue. Cost of revenue increased by $27.4 million, or 15%, to $206.9 million in the six months ended June 30, 2025 compared to the same period in 2024. This increase was driven by increased royalty and content costs, costs associated with website hosting, hardware and software licenses, and employee related costs, and depreciation and amortization driven by the acquisition of Envato. As a percent of revenue, cost of revenue remained constant at 41% for the six months ended June 30, 2025, compared to the same period in 2024. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue.

Current wording

Cost of Revenue. Cost of revenue increased by $25.6 million, or 9%, to $309.4 million in the nine months ended September 30, 2025 compared to the same period in 2024. This increase was driven by increased royalty and content costs, costs associated with website hosting, hardware and software licenses, and employee related costs, and depreciation and amortization driven by the acquisition of Envato. These increases were partially offset by decreases in recurring and non-recurring Giphy Retention Compensation expenses. As a percent of revenue, cost of revenue decreased to 40% for the nine months ended September 30, 2025, from 41% for the same period in 2024. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue.

Previous wording

Sales and Marketing. Sales and marketing expenses increased by $2.3 million, or 2%, to $110.4 million in the six months ended June 30, 2025 compared to the same period in 2024. This increase was driven by an increase in employee-related costs driven by the Envato business, offset by a decline in performance marketing spend. In addition, there was a $1.2 million increase and a $0.2 million decrease from recurring and non-recurring Giphy Retention Compensation, respectively. As a percent of revenue, sales and marketing expenses decreased to 22% for the six months ended June 30, 2025, from 25% for the same period in 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.

Current wording

Sales and Marketing. Sales and marketing expenses increased by $6.3 million, or 4%, to $169.8 million in the nine months ended September 30, 2025 compared to the same period in 2024. This increase was driven by an increase in employee-related costs driven by the Envato business and performance marketing spend. In addition, there was a $1.4 million increase and a $1.5 million decrease from recurring and non-recurring Giphy Retention Compensation, respectively. As a percent of revenue, sales and marketing expenses decreased to 22% for the nine months ended September 30, 2025, from 24% for the same period in 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.

Previous wording

Product Development. Product development expenses decreased by $0.3 million, or 1%, to $40.6 million in the six months ended June 30, 2025 as compared to the same period in 2024. The decrease in product development was driven by decreases of $1.8 million and $7.1 million from recurring and non-recurring Giphy Retention Compensation expenses, respectively. This was partially offset by increases in software licenses and employee-related costs driven by the acquisition of Envato. 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.

Current wording

Product Development. Product development expenses decreased by $6.5 million, or 9%, to $63.0 million in the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease in product development was driven by decreases of $2.4 million and $15.4 million from recurring and non-recurring Giphy Retention Compensation expenses, respectively. This was partially offset by increases in software licenses and employee-related costs driven by the acquisition of Envato. 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.

Previous wording

General and Administrative. General and administrative expenses increased by $38.3 million, or 56%, to $106.7 million in the six months ended June 30, 2025 compared to the same period in 2024. The increase was driven by $20.6 million associated with the Getty merger, and increases in employee-related costs driven by the acquisition of Envato and bad debt expense. This was partially offset by a decrease professional fees. In addition, there was a $0.4 million increase and a $2.2 million decrease from recurring and non-recurring Giphy Retention Compensation expenses, respectively.

Current wording

General and Administrative. General and administrative expenses increased by $37.6 million, or 33%, to $150.1 million in the nine months ended September 30, 2025 compared to the same period in 2024. The increase was driven by $27.7 million associated with the Getty merger, and increases in employee-related costs driven by the acquisition of Envato and bad debt expense. This was partially offset by a decrease professional fees. In addition, there was a $0.5 million increase and a $2.5 million decrease from recurring and non-recurring Giphy Retention Compensation expenses, respectively.

Previous wording

Interest Expense. In the three months ended June 30, 2025 and June 30, 2024, we recognized interest expense of $4.2 million and $0.6 million, respectively, related to our credit facility and the amortization of deferred financing fees. Interest expense for the three months ended June 30, 2025 increased due to the borrowings under A&R Credit Agreement entered into during the quarter ended September 30, 2024 to fund the acquisition of Envato.

Current wording

Interest Expense. In the nine months ended September 30, 2025 and September 30, 2024, we recognized interest expense of $12.7 million and $5.6 million, respectively related to our credit facility and the amortization of deferred financing fees. Interest expense for the nine months ended September 30, 2025 increased due to borrowings under the A&R Credit Agreement entered into during the quarter ended September 30, 2024 to fund the acquisition of Envato.

Previous wording

Other Income, Net. During the six months ended June 30, 2025, other income, net substantially consisted of $2.0 million of interest income and $31.3 million of unrealized gains related to our investment in Meitu, Inc., partially offset by a $5.0 million expense related to the impairment of our long-term investment in an equity security, and $1.2 million of unrealized foreign currency losses. During the six months ended June 30, 2024 other income, net consisted of $1.9 million of unfavorable unrealized foreign currency fluctuations and $2.4 million of interest income. 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.

Current wording

Other Income, Net. During the nine months ended September 30, 2025, other income, net substantially consisted of $2.9 million of interest income and $34.1 million of unrealized gains related to our investment in Meitu, Inc., partially offset by a $5.0 million expense related to the impairment of our long-term investment in an equity security, and $1.7 million of unrealized foreign currency losses. During the nine months ended September 30, 2024 other income, net consisted of $3.5 million of interest income and $1.7 million of unrealized gains related to our investment in Meitu, Inc., partially offset by $0.7 million of unrealized foreign currency losses. 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.

Previous wording

Income Taxes. Income tax expense decreased by $1.8 million for the six months ended June 30, 2025 as compared to the same period in 2024. Our effective tax rates yielded an expense of 24.3% and 46.6% for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Income Taxes. Income tax expense increased by $16.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024. Our effective tax rates yielded an expense of 35.2% and 31.4% for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

For the three months ended June 30, 2025, the net effect of discrete items increased the effective tax rate by 2.3%. The discrete items for the three months ended June 30, 2025 primarily relate to shortfalls on equity award vestings, partially offset by a decrease in valuation allowance. Excluding discrete items, our effective tax rate would have been 29.4% for the three months ended June 30, 2025.

Current wording

For the nine months ended September 30, 2025, the net effect of discrete items decreased the effective tax rate by 9.6%. The discrete items for the nine months ended September 30, 2025 primarily relate to a decrease in the valuation allowance and a release of an uncertain tax position, partially offset by shortfalls on equity award vestings. Excluding discrete items, our effective tax rate would have been 44.8% for the nine months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2024, the net effect of discrete items increased the effective tax rate by 59.7%. The discrete items for the three months ended June 30, 2024 relate to shortfalls on equity award vestings and a one-time charge of $6.3 million related to the reversal of a deferred tax asset resulting from the expiration of equity awards granted to the Company’s Founder and Executive Chairman. Excluding discrete items, our effective tax rate would have been 18.4% for the three months ended June 30, 2024.

Current wording

For the nine months ended September 30, 2024, the net effect of discrete items increased the effective tax rate by 8.2%. The discrete items for the nine months ended September 30, 2024 relate to shortfalls on equity award vestings and a one-time charge of $6.3 million related to the reversal of a deferred tax asset resulting from the expiration of equity awards granted to the Company’s Founder and Executive Chairman, partially offset by the reversal of unrecognized tax benefits of $7.3 million due to the settlement of an IRS audit. Excluding discrete items, our effective tax rate would have been 23.2% for the nine months ended September 30, 2024.

Previous wording

Our operating results have in the past fluctuated from quarter to quarter as a result of a variety of factors, including the effects of some seasonal trends in customer behavior, timing of acquisitions and the timing of revenue recognition associated with data deal partnerships. For example, for the Content business, we expect that certain customers’ usage may decrease at times during the third quarter of each calendar year due to the summer vacation season and may increase at times during the fourth quarter of each calendar year as demand is generally higher to support marketing campaigns in advance of the fourth quarter holiday season. While we believe seasonal trends have affected and will continue to affect our quarterly results, our growth trajectory may have overshadowed these effects to date.

Current wording

Our operating results have in the past fluctuated from quarter to quarter as a result of a variety of factors, including the effects of some seasonal trends in customer behavior, timing of acquisitions and the timing of revenue recognition associated with data deal partnerships.

Previous wording

As of June 30, 2025, we had cash and cash equivalents totaling $116.4 million which consisted primarily 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.

Current wording

As of September 30, 2025, we had cash and cash equivalents totaling $165.5 million which consisted primarily 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.

Previous wording

On July 21, 2025, our Board of Directors declared a quarterly cash dividend of $0.33 per share of outstanding common stock payable on September 18, 2025 to stockholders of record at the close of business on September 4, 2025. Future declarations of dividends are subject to the final determination of our Board of Directors, and will depend on, among other things, our future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors our Board of Directors may deem relevant.

Current wording

We declared and paid cash dividends of $0.99 per share of common stock, or $34.8 million during the nine months ended September 30, 2025. Future declarations of dividends are subject to the final determination of our Board of Directors, and will depend on, among other things, our future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors our Board of Directors may deem relevant.

Previous wording

As of June 30, 2025, we have repurchased approximately 5.5 million shares of our common stock under the Share Repurchase Program at an average per-share cost of $48.86. During the three and six months ended June 30, 2025, we did not repurchase shares of our common stock. During the three and six months ended June 30, 2024, we repurchased approximately 517,000 shares of our common stock at an average cost of $39.83. As of June 30, 2025, we had $30 million of remaining authorization for repurchases under the Share Repurchase Program.

Current wording

As of September 30, 2025, we have repurchased approximately 5.5 million shares of our common stock in total since 2015 under the Share repurchase programs (including the 2015 and 2017 Share Repurchase Programs and the 2023 Share Repurchase Program) at an average per-share cost of $48.86. During the three and nine months ended September 30, 2025, we did not repurchase shares of our common stock. During the three and nine months ended September 30, 2024, we repurchased approximately 594,400 and 1,111,500 shares of our common stock at an average cost of $35.33 and $37.42, respectively. As of September 30, 2025, we had $30 million of remaining authorization for repurchases under the Share Repurchase Program.

Previous wording

For the three and six months ended June 30, 2025, we recognized interest expense of $4.2 million and $8.5 million, respectively. As of June 30, 2025, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.6 million.

Current wording

For the three and nine months ended September 30, 2025, we recognized interest expense of $4.2 million and $12.7 million, respectively. As of September 30, 2025, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.6 million.

Previous wording

As of June 30, 2025, we had approximately $29 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 addition, as of June 30, 2025, we had approximately $33 million in operating lease obligations with lease payments extending through 2029.

Current wording

As of September 30, 2025, we had approximately $20 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 addition, as of September 30, 2025, we had approximately $31 million in operating lease obligations with lease payments extending through 2029.

Previous wording

The following table summarizes our cash flow data for the six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table summarizes our cash flow data for the nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Net cash provided by operating activities was $52.1 million for the six months ended June 30, 2025, compared to Net cash provided by operating activities of $36.3 million for the six months ended June 30, 2024. In the six months ended June 30, 2025, operating cash flows included a $35.7 million decrease 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.

Current wording

Net cash provided by operating activities was $130.5 million for the nine months ended September 30, 2025, compared to $24.7 million for the nine months ended September 30, 2024. In the nine months ended September 30, 2025, operating cash flows were favorably impacted by the timing of cash receipts associated with data deal licensing agreements. Also, operating cash flows for the nine months ended September 30, 2024 were unfavorably impacted by (i) $63.4 million in 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, and (ii) $45.7 million of cash outflows made for the Envato Seller Obligations.

Previous wording

Cash used in investing activities for the six months ended June 30, 2025 was $26.2 million, consisting primarily of (i) capital expenditures of $22.1 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $5.0 million paid to acquire the rights to distribute certain digital content into perpetuity. These cash outflows were partially offset by $0.9 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.

Current wording

Cash used in investing activities for the nine months ended September 30, 2025 was $37.4 million, consisting primarily of (i) capital expenditures of $32.5 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $6.1 million paid to acquire the rights to distribute certain digital content into perpetuity. These cash outflows were partially offset by $1.2 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.