Shutterstock, Inc.
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 28, 2026
SSTK$2.97-3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001549346-25-000045
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001549346-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 174 previous paragraphs and 163 current paragraphs.
111 unchanged; 37 reworded; 11 added; 21 removed; 5 previous and 4 current paragraphs rearranged.
Tables are not compared: 13 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
◦on February 19, 2026, the Company announced that the CMA issued its Interim Report and provisionally concluded the Merger is not expected to result in competition issues in the global stock content market, but that the Merger may result in a “substantial lessening of competition” (“SLC”) in the U.K. editorial market; and
Current report
◦on April 16, 2026, the CMA published the summary of its Interim Report on Remedies (“IRR”), following its interim report of February 19, 2026 which provisionally found that the Merger could be expected to lead to an SLC in the supply of editorial content in the U.K. The IRR states that the remedy proposal offered by Getty Images was unlikely to address the provisional SLC it had identified but that a sale of Shutterstock’s Rex Features, Backgrid and Splash News businesses would likely be acceptable. The CMA is now further consulting on that proposition including its view that Rex Features, Backgrid and Splash News could be sold to different buyers. The statutory deadline for the CMA to publish its final report is June 14, 2026.
Current report
In 2025, global Editorial revenue was $32.7 million, of which $11.7 million related to our Rex Features related content and Shutterstock brands and $21.0 million was from our Backgrid and Splash branded content. In addition, our 2025 Editorial revenue for customers in the U.K. was $10.6 million, of which $5.4 million related to our Rex Features related content and Shutterstock brands and $5.2 million was from our Backgrid and Splash branded content.
Current report
Costs and Expenses
Current report
Costs and Expenses
Current report
General and Administrative. General and administrative expenses increased by $9.3 million to $67.6 million in the three months ended March 31, 2026 compared to the same period in 2025. This increase was driven by increases in legal contingencies of $28.0 million (see Item 1 of Part I, “Financial Statements — Note 15 — Commitments and Contingencies — Legal Matters” for more information) offset by a decrease in employee-related expenses.
Current report
For the three months ended March 31, 2026, the net effect of discrete items decreased the effective tax rate by 33.2%. The discrete items for the three months ended March 31, 2026 primarily relate to an increase in the UK valuation allowance due to the mark-to-market loss on the Meitu investment, a one-time charge related to the expiration of an equity award, and the establishment of a tax reserve for the proposed FTC settlement. Excluding discrete items, our effective tax rate would have been 36.9% for the three months ended March 31, 2026.
Current report
For the three months ended March 31, 2025, the net effect of discrete items decreased the effective tax rate by 19.6%. The discrete items for the three months ended March 31, 2025 primarily relate to decreases for the UK valuation and tax reserve releases. Excluding discrete items, our effective tax rate would have been 28.1% for the three months ended March 31, 2025.
Current report
Net cash provided by operating activities was $17.4 million for the three months ended March 31, 2026, compared to $25.2 million for the three months ended March 31, 2025. The decline in cash flows for the three months ended March 31, 2026, compared to the prior year, is primarily attributed to the year-over-year decline in revenue. First quarter operating cash flows are also impacted by payments of year-end bonuses and commissions.
Current report
In the three months ended March 31, 2025, operating cash flows were unfavorably impacted from payments of year-end bonuses and commissions, which are typical first quarter cash outflows.
Current report
Revenue Growth / (Decline) (including by product offering) on a Constant Currency Basis
Removed paragraphs (21)
Previous report
2 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.
Previous report
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 report
For the three months ended September 30, 2025, the net effect of discrete items decreased the effective tax rate by 19.5%. The discrete items for the three months ended September 30, 2025 primarily relate to a decrease in the valuation allowance and a release of an uncertain tax position. Excluding discrete items, our effective tax rate would have been 76.9% for the three months ended September 30, 2025.
Previous report
For the three months ended September 30, 2024, the net effect of discrete items decreased the effective tax rate by 32.9%. The discrete items for the three months ended September 30, 2024 relate to 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 32.4% for the three months ended September 30, 2024.
Previous report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Previous report
*Not meaningful
Previous report
Revenue
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
(2)The tax effect of non-cash equity-based compensation in 2024 includes a $6.3 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. 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.
Previous report
(1)Envato Seller Obligations relate to payments made on behalf of the Envato sellers’ after the closing of the acquisition. 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.
Reworded paragraphs (37)
Previous wording
•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;
Current wording
•the Shutterstock Stockholder Approval, which condition was satisfied at the special meeting described above, and the Getty Images stockholder approval, which condition was subsequently satisfied by the Getty Images stockholder written consent;
Previous wording
•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;
Current wording
•Getty Images’ registration statement on Form S-4 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;
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 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;
Current wording
•the expiration of the applicable waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). 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. On February 23, 2026, the Company announced the DOJ had concluded its review of the Merger and the applicable waiting period under the HSR Act had expired, without conditions. As a result, the condition under the HSR Act has been satisfied;
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 nine months ended September 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 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 months ended March 31, 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 nine months ended September 30, 2025 and 2024:
Current wording
The following tables summarize our key operating metrics, which are unaudited, for the three months ended March 31, 2026 and 2025:
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 nine months ended September 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 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.
Previous 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):
Current wording
The Company’s revenues by distribution channel for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
Previous wording
Other Income, Net. 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.
Current wording
Other (Expense) / Income, Net. Other (expense) / 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.
Previous 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.
Current wording
Revenue decreased by $43.5 million, or 18%, to $199.2 million for the three months ended March 31, 2026, compared to the same period in 2025. On a constant currency basis, revenue decreased by 19% in the three months ended March 31, 2026, compared to the same period in 2025.
Previous 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.
Current wording
Our Content revenues decreased by 12%, to $178.1 million in the three months ended March 31, 2026, compared to the same period in 2025. On a constant currency basis, content revenue decreased by 14% in the three months ended March 31, 2026, compared to the same period in 2025. During the three months ended March 31, 2026, the reduction in our Content revenue was driven primarily by weakness in new customer acquisition.
Previous 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.
Current wording
Our Data, Distribution, and Services revenues decreased by 47%, to $21.0 million in the three months ended March 31, 2026, compared to the same period in 2025. Data, Distribution, and Services revenues were not impacted on a constant currency basis in the three months ended March 31, 2026, compared to the same period in 2025. The decrease in Data, Distribution, and Services revenues was primarily driven by a decline in our data offering, which decreased by 63% in the three months ended March 31, 2026 compared to the same period in 2025. Revenue recognition in our data offering may vary from quarter-to-quarter based on the delivery timing of metadata licenses.
Previous 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.
Current wording
Changes in our revenue by region were as follows: revenue from North America decreased by $31.2 million, or 26%, to $89.0 million, revenue from Europe decreased by $3.5 million, or 5%, to $62.7 million and revenue from outside Europe and North America decreased by $8.8 million, or 16%, to $47.4 million, in the three months ended March 31, 2026 compared to the same period in 2025.
Previous 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.
Current wording
Cost of Revenue. Cost of revenue decreased by $6.1 million to $94.8 million in the three months ended March 31, 2026 compared to the same period in 2025. This decrease is primarily due to lower royalty expenses as a result of the decline in revenue for the quarter. As a percentage of revenue, cost of revenue increased to 48% for the three months ended March 31, 2026, from 42% for the same period in 2025, and this increase relate to AI token usage fees and website hosting costs which do not fluctuate with revenue. 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 $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.
Current wording
Sales and Marketing. Sales and marketing expenses decreased by $5.0 million, or 9%, to $48.3 million in the three months ended March 31, 2026 compared to the same period in 2025. This was driven by a decrease in brand and performance-based marketing expenses. As a percentage of revenue, sales and marketing expenses increased to 24% for the three months ended March 31, 2026, from 22% for the same period in 2025. 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 $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.
Current wording
Product Development. Product development expenses decreased by $0.5 million to $19.4 million in the three months ended March 31, 2026 compared to the same period in 2025. The decrease in product development was driven by a decrease in employee-related costs. This was partially offset by increases in software licenses and third-party contractor related costs, net of capitalized labor. 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
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.
Current wording
Interest Expense. In the three months ended March 31, 2026 and March 31, 2025, we recognized interest expense of $3.8 million and $4.3 million, respectively, related to our credit facility and the amortization of deferred financing fees. Interest expense for the three months ended March 31, 2026 decreased due to lower interest rates in the three months ended March 31, 2026 as compared to the same period in 2025.
Previous 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.
Current wording
Other (Expense) / Income, Net. In the three months ended March 31, 2026, other (expense) / income, net was driven by $15.3 million of unrealized losses related to our investment in Meitu, Inc. In addition, other income, net had $0.8 million of interest income and $0.2 million of unrealized foreign currency losses. In the three months ended March 31, 2025, other income, net was primarily driven by $13.3 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income, net had $0.9 million of interest income and $0.3 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 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.
Current wording
Income Taxes. The income tax expense decreased by $3.5 million for the three months ended March 31, 2026, compared to the same period in 2025. Our effective tax rates were a net benefit of 3.7% and 8.5% for the three months ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
As of March 31, 2026, we had cash and cash equivalents totaling $162.5 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
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.
Current wording
On April 20, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.36 per share of outstanding common stock payable on June 18, 2026 to stockholders of record at the close of business on June 4, 2026. The Company currently expects to continue to pay comparable cash dividends on a quarterly basis in the future. 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 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.
Current wording
As of March 31, 2026, 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 months ended March 31, 2026 and 2025, we did not repurchase shares of our common stock. As of March 31, 2026, we had $30.2 million of remaining authorization for repurchases under the Share Repurchase Program.
Previous 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.
Current wording
For the three months ended March 31, 2026 and March 31, 2025, we recognized interest expense of $3.8 million and $4.3 million, respectively. As of March 31, 2026, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.5 million.
Previous wording
We believe, based on our current operating plan, that our cash and cash equivalents, and cash from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our longer-term liquidity is contingent upon future operating performance. Future capital expenditures will generally relate to the functionality of our current platform, the acquisition of additional storage, servers, network connectivity hardware, security apparatus and software, leasehold improvements and furniture and fixtures related to office expansion and relocation, content and general corporate infrastructure.
Current wording
We believe, based on our current operating plan, that our cash and cash equivalents, and cash from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our longer-term liquidity is contingent upon future operating performance. Future capital expenditures will generally relate to building enhancements to the functionality of our current platform, the acquisition of additional storage, servers, network connectivity hardware, security apparatus and software, leasehold improvements and furniture and fixtures related to office expansion and relocation, content and general corporate infrastructure.
Previous 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.
Current wording
As of March 31, 2026, we had approximately $151 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 March 31, 2026, we had approximately $26 million in operating lease obligations with lease payments extending through 2029.
Previous wording
The following table summarizes our cash flow data for the nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our cash flow data for the three months ended March 31, 2026 and 2025 (in thousands):
Previous 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.
Current wording
Cash used in investing activities for the three months ended March 31, 2026 was $11.1 million, consisting primarily of (i) capital expenditures of $11.6 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $0.2 million paid to acquire the rights to distribute certain digital content into perpetuity. These cash outflows were partially offset by $0.4 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
Previous wording
Cash used in investing activities in the nine months ended September 30, 2024 was $156.1 million, consisting primarily of (i) $179.1 million used in the acquisition of Envato and Backgrid, net of cash acquired; (ii) capital expenditures of $38.3 million for internal-use software and website development costs and purchases of software and equipment; and (iii) $2.5 million paid to acquire the rights to distribute certain digital content in perpetuity. These cash outflows were partially offset by (i) $63.4 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
Current wording
Cash used in investing activities in the three months ended March 31, 2025 was $11.2 million, consisting primarily of (i) capital expenditures of $10.8 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $0.9 million paid to acquire the rights to distribute certain digital content in perpetuity. These cash outflows were partially offset by $0.5 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
Previous wording
Cash used in financing activities for the nine months ended September 30, 2025 was $46.3 million, consisting of (i) $34.8 million, related to the payment of the quarterly cash dividend; (ii) $9.1 million paid in the settlement of tax withholding obligations related to employee stock-based compensation awards; and (ii) $2.3 million used for the repayment of our Credit Facility.
Current wording
Cash used in financing activities for the three months ended March 31, 2026 was $20.0 million, consisting of (i) $12.8 million, related to the payment of the quarterly cash dividend; (ii) $6.4 million paid in the settlement of tax withholding obligations related to employee stock-based compensation awards; and (ii) $0.8 million used for the repayment of our A&R Credit Agreement.
Previous wording
Cash provided by financing activities in the nine months ended September 30, 2024 was $162.6 million, consisting of (i) $280.0 million received from our A&R Credit Agreement; (ii) $30.0 million used for the repayment of our Credit Facility; (iii) $31.9 million related to the payment of the quarterly cash dividend; (iv) $41.6 million paid in connection with the repurchase of common stock under our 2023 Share Repurchase Program; (v) $11.7 million paid in settlement of tax withholding obligations related to employee stock-based compensation awards; and (vi) $2.2 million paid for debt issuance costs.
Current wording
Cash used in financing activities in the three months ended March 31, 2025 was $15.8 million, consisting of (i) $11.5 million related to the payment of the quarterly cash dividend; (ii) $3.5 million paid in settlement of tax withholding obligations related to employee stock-based compensation awards; and (II) $0.8 million used for the repayment of our A&R Credit Agreement.
Previous wording
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 non-GAAP financial measures are included solely to provide investors with additional information regarding our financial results and are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.
Current wording
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 / (decline) (including by product offering) on a constant currency basis (expressed as a percentage), and adjusted free cash flow. These non-GAAP financial measures are included solely to provide investors with additional information regarding our financial results and are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.
Previous wording
Management believes that 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 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 net income, adjusted net income per diluted common share, adjusted EBITDA and adjusted EBITDA margin 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. 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.
Current wording
Management believes that adjusted net income, adjusted net income per diluted common share, adjusted EBITDA, adjusted EBITDA margin, revenue growth / (decline) (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 net income, adjusted net income per diluted common share, adjusted EBITDA and adjusted EBITDA margin 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 / (decline) (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. 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.
Previous wording
Our method for calculating 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, as well as a reconciliation of the differences between each of our non-GAAP financial measures (adjusted EBITDA, adjusted net income, revenue growth (including by product offering) on a constant currency basis (expressed as a percentage) and adjusted free cash flow), and each measure’s most directly comparable financial measure calculated and presented in accordance with GAAP, is presented below.
Current wording
Our method for calculating adjusted net income, adjusted net income per diluted common share, adjusted EBITDA, adjusted EBITDA margin, revenue growth / (decline) (including by product offering) on a constant currency basis (expressed as a percentage) and adjusted free cash flow, as well as a reconciliation of the differences between each of our non-GAAP financial measures (adjusted EBITDA, adjusted net income, revenue growth / (decline) (including by product offering) on a constant currency basis (expressed as a percentage) and adjusted free cash flow), and each measure’s most directly comparable financial measure calculated and presented in accordance with GAAP, is presented below.
Previous wording
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 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 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. For the three months ended September 30, 2025, the Company also incurred $3.7 million, of Giphy Retention Compensation expense related to recurring employee costs, which is included in operating expenses, and are not included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share.
Current wording
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 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 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. For the three months ended March 31, 2026, the Company also incurred $3.3 million, of Giphy Retention Compensation expense related to recurring employee costs, which is included in operating expenses, and are not included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share.
Previous wording
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 loss on long-term investment, Giphy Retention Compensation Expense - non-recurring, unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations, costs incurred associated with the Getty merger, and the estimated tax impact of such adjustments. We define adjusted net income per diluted common share as adjusted net income divided by weighted average diluted shares.
Current wording
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, legal contingencies, Giphy Retention Compensation Expense - non-recurring, unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations, costs incurred associated with the Getty merger, and the estimated tax impact of such adjustments. We define adjusted net income per diluted common share as adjusted net income divided by weighted average diluted shares.
Previous wording
(3)Of these amounts, $8.9 million and $7.8 million are included in cost of revenue for the three months ended September 30, 2025 and 2024, respectively. The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations.
Current wording
(2)Of these amounts, $8.9 million and $9.0 million are included in cost of revenue for the three months ended March 31, 2026 and 2025, respectively. The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations.
Previous wording
(4)Other consists of unrealized gains and losses on investments and severance costs associated with strategic workforce optimizations.
Current wording
(3)Other consists of unrealized gains and losses on investments and severance costs associated with strategic workforce optimizations.
Previous wording
We define adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, Giphy Retention Compensation Expense - non-recurring, costs incurred associated with the Getty merger, 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, interest income and expense and income taxes. We define adjusted EBITDA margin as the ratio of adjusted EBITDA to revenue.
Current wording
We define adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, Giphy Retention Compensation Expense - non-recurring, costs incurred associated with the Getty merger, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, legal contingencies, unrealized gains and losses on investments, interest income and expense and income taxes. We define adjusted EBITDA margin as the ratio of adjusted EBITDA to revenue.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
•the receipt of other regulatory approvals deemed necessary or advisable, including but not limited to the U.K. Competition and Markets Authority (the “CMA”):
Current report — wording carried from elsewhere
◦on November 3, 2025, the Company announced that the CMA referred the Merger to a Phase 2 review process;
Current report — wording carried from elsewhere
The Company remains committed to the proposed Merger and will continue to engage with the CMA, including on its provisional SLC finding, and work with Getty Images to expeditiously secure the necessary clearances on its Editorial business.
Current report — wording carried from elsewhere
We declared and paid cash dividends of $0.36 per share of common stock, or $12.8 million during the three months ended March 31, 2026.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
The following table presents our results of operations for the periods indicated:
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
As we continue to expand our operations outside of the United States, we have been and may continue to become subject to taxation in additional non-U.S. jurisdictions, and our effective tax rate could fluctuate accordingly.
Previous report — wording carried elsewhere
Revenue Growth (including by product offering) on a Constant Currency Basis