Shutterstock, Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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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.
Jun 30, 2026 · Filed Aug 7, 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 2026-03-31; filed 2026-04-28.
0001549346-26-000023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001549346-26-000029
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 163 previous paragraphs and 156 current paragraphs.
98 unchanged; 34 reworded; 13 added; 31 removed; 0 previous and 11 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 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 (13)
Current report
On June 30, 2026, Getty Images filed an 8-K announcing that its Board of Directors unanimously resolved to terminate the Merger Agreement.
Current report
General and Administrative. General and administrative expenses decreased by $4.5 million, to $43.9 million, in the three months ended June 30, 2026 compared to the same period in 2025. The decrease was driven by decreases in employee-related costs, offset by $3.7 million of expenses associated with the Merger.
Current report
Goodwill Impairment. As of June 30, 2026, management determined that Getty Image's June 30, 2026 announcement to terminate the Merger Agreement resulted in a triggering event and required the performance of a quantitative goodwill impairment test. The analysis resulted in a goodwill impairment charge of $173.7 million.
Current report
For the three months ended June 30, 2026, the net effect of discrete items decreased the effective tax rate by 45.3%. The discrete items for the three months ended June 30, 2026 primarily relate to the book goodwill impairment which is non-deductible for tax purposes, partially offset by shortfalls on equity award vestings. Excluding discrete items, our effective tax rate would have been 48.4% for the three months ended June 30, 2026.
Current report
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 report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Revenue
Current report
Revenue decreased by $88.6 million, or 17%, to $421.0 million in the six months ended June 30, 2026, compared to the same period in 2025. On a constant currency basis, revenue decreased by 18% in the six months ended June 30, 2026, compared to the same period in 2025.
Current report
Cost of Revenue. Cost of revenue decreased by $18.3 million, or 9%, to $188.6 million in the six months ended June 30, 2026 compared to the same period in 2025. This decrease was driven by decreased royalty and content costs, costs associated with website hosting, hardware and software licenses, and employee related costs, Giphy Retention Compensation expenses, and depreciation and amortization driven by the acquisition of Envato. As a percent of revenue, cost of revenue increased to 45% for the six months ended June 30, 2026, from 41% for the same period in 2025. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue.
Current report
Goodwill Impairment. As of June 30, 2026, management determined that Getty Image's June 30, 2026 announcement to terminate the Merger Agreement resulted in a triggering event and required the performance of a quantitative goodwill impairment test. The analysis resulting in a goodwill impairment charge of $173.7 million.
Current report
Income Taxes. Income tax expense decreased by $22.2 million for the six months ended June 30, 2026, compared to the same period in 2025. Our effective tax rates were a benefit of 3.2% and an expense of 24.3% for the six months ended June 30, 2026 and 2025, respectively.
Current report
For the six months ended June 30, 2026, the net effect of discrete items decreased the effective tax rate by 42.5%. The discrete items for the six months ended June 30, 2026, primarily relate to the book goodwill impairment, which is non-deductible for tax purposes, partially offset by shortfalls on equity award vestings. Excluding discrete items, our effective tax rate would have been 45.7% for the six months ended June 30, 2026.
Current report
For the six months ended June 30, 2025, the net effect of discrete items decreased the effective tax rate by 4.7%. The discrete items for the six months ended June 30, 2025 relate to shortfalls on equity award vestings. Excluding discrete items, our effective tax rate would have been 29.0% for the six months ended June 30, 2025.
Removed paragraphs (31)
Previous report
(a)An amount in cash equal to the product of $9.50 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units); and
Previous report
(b)A number of shares of Getty Images common stock equal to the product of 9.17 multiplied by the number of shares of Shutterstock common stock outstanding immediately prior to the transaction close (including vested Shutterstock restricted stock units and performance stock units).
Previous report
Each holder of shares of Shutterstock common stock immediately prior to the transaction close will have the option to receive, subject to proration, for each share of Shutterstock common stock held by such holder:
Previous report
(a)Cash consideration of $9.50 and 9.17 shares of Getty Images common stock (a “Mixed Election”);
Previous report
(b)Cash consideration of $28.8487; or
Previous report
(c)13.67237 shares of Getty Images common stock.
Previous report
If no election is made by a holder, each of such holder’s shares of Shutterstock common stock shall be treated as having made a Mixed Election.
Previous report
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 report
•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 report
•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 report
•absence of any order, injunction or other order or law in certain jurisdictions prohibiting the Merger or making the closing of the Merger illegal;
Previous report
•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 report
•the receipt of other regulatory approvals deemed necessary or advisable, including but not limited to the U.K. Competition and Markets Authority (the “CMA”):
Previous report
◦on November 3, 2025, the Company announced that the CMA referred the Merger to a Phase 2 review process;
Previous 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
Previous 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.
Previous report
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.
Previous 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.
Previous report
•shares of Getty Images common stock to be issued in connection with the Merger having been approved for listing on the NYSE;
Previous report
•accuracy of each party’s representations and warranties, subject to certain standards set forth in the Merger Agreement;
Previous report
•performance and compliance in all material respects of each party’s agreements and covenants under the Merger Agreement;
Previous report
•absence of any Getty Images material adverse effect or Shutterstock material adverse effect, as applicable and subject to the definitions thereof in the Merger Agreement;
Previous report
•delivery of an opinion of tax counsel that the Second Merger and the Third Merger, as defined in the Merger Agreement, taken together, will qualify as a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended; and
Previous report
•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 report
Costs and Expenses
Previous report
Costs and Expenses
Previous 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.
Previous 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.
Previous report
The A&R Credit Agreement replaces our existing Credit Facility, which was fully repaid and terminated upon the effectiveness of the A&R Credit Agreement. In connection with the closing of the Credit Facility, we repaid $30 million of existing outstanding borrowings and accrued interest.
Previous 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.
Previous report
(3)Other consists of unrealized gains and losses on investments and severance costs associated with strategic workforce optimizations.
Reworded paragraphs (34)
Previous wording
On January 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. (NYSE:GETY) (“Getty Images”) (such transaction referred to herein as the “Merger”). Subject to terms and conditions in the Merger Agreement, the aggregate consideration to be paid by Getty Images in respect of the outstanding shares of common stock of Shutterstock will be:
Current wording
On January 6, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. (NYSE:GETY) (“Getty Images”) (such transaction referred to herein as 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 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.
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 and six months ended June 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 months ended March 31, 2026 and 2025:
Current wording
The following tables summarize our key operating metrics, which are unaudited, for the three and six months ended June 30, 2026 and 2025:
Previous wording
See Note 3 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of the impact of the adoption of new accounting standards on our financial statements. There have been no material changes to our critical accounting estimates as compared to our critical accounting policies and estimates included in our 2025 Form 10-K.
Current wording
See Note 3 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of the impact of the adoption of any new accounting standards on our financial statements. There have been no material changes to our critical accounting estimates as compared to our critical accounting policies and estimates included in our 2025 Form 10-K.
Previous wording
The Company’s revenues by distribution channel for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
Current wording
The Company’s revenues by distribution channel for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands):
Previous 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.
Current wording
Revenue decreased by $45.2 million, or 17%, to $221.8 million for the three months ended June 30, 2026, compared to the same period in 2025. On a constant currency basis, revenue decreased by 17% in the three months ended June 30, 2026, compared to the same period in 2025.
Previous 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.
Current wording
Our Content revenues decreased by 17%, to $165.7 million in the three months ended June 30, 2026, compared to the same period in 2025. On a constant currency basis, content revenue decreased by 16% in the three months ended June 30, 2026, compared to the same period in 2025. During the three months ended June 30, 2026, the reduction in our Content revenue was driven primarily by weakness in new customer acquisition.
Previous 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.
Current wording
Our Data, Distribution, and Services revenues decreased by 16%, to $56.1 million in the three months ended June 30, 2026, compared to the same period in 2025. On a constant currency basis, Data, Distribution, and Services revenues decreased by 19% in the three months ended June 30, 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 11% in the three months ended June 30, 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 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.
Current wording
Changes in our revenue by region were as follows: revenue from North America decreased by $29.8 million, or 20%, to $118.1 million, revenue from Europe decreased by $5.2 million, or 8%, to $59.2 million and revenue from outside Europe and North America decreased by $10.2 million, or 19%, to $44.5 million, in the three months ended June 30, 2026 compared to the same period in 2025.
Previous 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.
Current wording
Cost of Revenue. Cost of revenue decreased by $12.2 million to $93.8 million in the three months ended June 30, 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 42% for the three months ended June 30, 2026, from 40% for the same period in 2025, and this increase related 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
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.
Current wording
Product Development. Product development expenses decreased by $3.2 million to $17.6 million in the three months ended June 30, 2026 compared to the same period in 2025. The decrease in product development was driven by a decrease in employee-related costs and decreases 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 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.
Current wording
Interest Expense. In the three months ended June 30, 2026 and June 30, 2025, we recognized interest expense of $3.8 million and $4.2 million, respectively, related to our credit facility and the amortization of deferred financing fees. Interest expense for the three months ended June 30, 2026 decreased due to lower interest rates in the three months ended June 30, 2026 as compared to the same period in 2025.
Previous 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.
Current wording
Other (Expense) / Income, Net. In the three months ended June 30, 2026, other (expense) / income, net was driven by $3.0 million of unrealized losses related to our investment in Meitu, Inc. In addition, other income, net had $0.5 million of interest income and $0.6 million of unrealized foreign currency losses. In the three months ended June 30, 2025, other income, net was primarily driven by $18.0 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income, net had $1.1 million of interest income and $1.5 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 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.
Current wording
Income Taxes. The income tax expense decreased by $18.7 million for the three months ended June 30, 2026, compared to the same period in 2025. Our effective tax rates were a net benefit of 3.1% and an expense of 31.7% for the three months ended June 30, 2026 and 2025, respectively.
Previous 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.
Current wording
Sales and Marketing. Sales and marketing expenses decreased by $14.1 million, or 13%, to $96.4 million in the six months ended June 30, 2026 compared to the same period in 2025. This decrease was driven by a decrease in brand and performance-based marketing expenses. As a percentage of revenue, sales and marketing expenses increased to 23% for the six months ended June 30, 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
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 wording
General and Administrative. General and administrative expenses increased by $4.8 million, or 4%, to $111.5 million in the six months ended June 30, 2026 compared to the same period in 2025. The increase was driven by $6.5 million of expenses associated with the Merger, increases in legal contingencies of $33.0 million (see “Note 15 — Commitments and Contingencies — Legal Matters” for more information), offset by decreases in employee-related costs.
Previous 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.
Current wording
As of June 30, 2026, we had cash and cash equivalents totaling $133.2 million which consisted primarily of bank deposits. 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.
Previous wording
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.
Current wording
We declared and paid cash dividends of $0.72 per share of common stock, or $26.0 million during the six months ended June 30, 2026.
Previous 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.
Current wording
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 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.
Current wording
As of June 30, 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 and six months ended June 30, 2026 and 2025, we did not repurchase shares of our common stock. As of June 30, 2026, we had $30.2 million of remaining authorization for repurchases under the Share Repurchase Program.
Previous wording
On May 6, 2022, we entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and it also permitted, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent.
Current wording
On May 6, 2022, we entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent, and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and also permits, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent.
Previous wording
On July 22, 2024, we entered into an amended and restated credit agreement (the “A&R Credit Agreement”), which was entered into among us, as borrower, certain direct and indirect subsidiaries of our as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent for the lenders. The A&R Credit Agreement provides for a five-year (i) senior unsecured term loan facility (the “Term Loan”) in an aggregate principal amount $125 million and (ii) senior unsecured revolving credit facility (the “Revolver”) in an aggregate principal amount of $250 million. The A&R Credit Agreement provides for a letter of credit subfacility and a swingline facility.
Current wording
On July 22, 2024, we entered into an amended and restated credit agreement (the “A&R Credit Agreement”), which was entered into among us, as borrower, certain of our direct and indirect subsidiaries as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent for the lenders. The A&R Credit Agreement provides for a five-year (i) senior unsecured term loan facility (the “Term Loan”) in an aggregate principal amount of $125 million and (ii) senior unsecured revolving credit facility (the “Revolver”) in an aggregate principal amount of $250 million. The A&R Credit Agreement provides for a letter of credit subfacility and a swingline facility.
Previous 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.
Current wording
For the three and six months ended June 30, 2026, we recognized interest expense of $3.8 million and $7.6 million, respectively. As of June 30, 2026, unamortized debt issuance cost related to the Term Loan - A&R Credit Agreement is $0.5 million.
Previous 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.
Current wording
As of June 30, 2026, we had approximately $99 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, 2026, we had approximately $24 million in operating lease obligations with lease payments extending through 2029.
Previous wording
The following table summarizes our cash flow data for the three months ended March 31, 2026 and 2025 (in thousands):
Current wording
The following table summarizes our cash flow data for the six months ended June 30, 2026 and 2025 (in thousands):
Previous wording
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 wording
Net cash provided by operating activities was $18.0 million for the six months ended June 30, 2026, compared to $52.1 million for the six months ended June 30, 2025. The decline in cash flows for the six months ended June 30, 2026, compared to the prior year, is primarily attributed to the year-over-year decline in revenue.
Previous 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.
Current wording
Cash used in investing activities for the six months ended June 30, 2026 was $21.3 million, consisting primarily of (i) capital expenditures of $21.7 million for internal-use software and website development costs and purchases of software and equipment; and (ii) $0.3 million paid to acquire the rights to distribute certain digital content into 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 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.
Current wording
Cash used in investing activities in 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 in perpetuity. These cash outflows were partially offset by $0.9 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.
Previous 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.
Current wording
Cash used in financing activities for the six months ended June 30, 2026 was $38.4 million, consisting of (i) $26.0 million related to the payment of quarterly cash dividends; (ii) $10.8 million paid in the settlement of tax withholding obligations related to employee stock-based compensation awards; and (ii) $1.6 million used for the repayment of our A&R Credit Agreement.
Previous 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.
Current wording
Cash used in financing activities in the six months ended June 30, 2025 was $29.7 million, consisting of (i) $23.1 million related to the payment of quarterly cash dividends; (ii) $5.0 million paid in the settlement of tax withholding obligations related to employee stock-based compensation awards; and (iii) $1.6 million used for the repayment of our A&R Credit Agreement.
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 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.
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.
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, 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.
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, goodwill impairment and related tax effects, workforce optimization, Giphy Retention Compensation Expense - non-recurring, unrealized gains and losses on investments, severance costs associated with strategic workforce optimizations, costs incurred associated with the 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
(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.
Current wording
(2)Of these amounts, $8.9 million and $8.9 million are included in cost of revenue for the three months ended June 30, 2026 and 2025, respectively. The remainder of acquisition-related amortization expense is included in general and administrative expense in the Statement of Operations.
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, 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.
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 Merger, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, legal contingencies, goodwill impairment, 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 (11)
Current report — wording carried from elsewhere
Note: Due to rounding, percentages may not sum to totals.
Current report — wording carried from elsewhere
Sales and Marketing. Sales and marketing expenses decreased by $9.1 million, or 16%, to $48.0 million in the three months ended June 30, 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 22% for the three months ended
Current report — wording carried from elsewhere
June 30, 2026, from 21% 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.
Current report — wording carried from elsewhere
The following table presents our results of operations for the periods indicated:
Current report — wording carried from elsewhere
Our Content revenues decreased by 15%, to $343.8 million in the six months ended June 30, 2026, compared to the same period in 2025. On a constant currency basis, content revenue decreased by 15% in the six months ended June 30, 2026, compared to the same period in 2025. During the six months ended June 30, 2026, the reduction in our Content revenue was driven primarily by weakness in new customer acquisition.
Current report — wording carried from elsewhere
Our Data, Distribution, and Services revenues decreased by 28%, to $77.2 million in the six months ended June 30, 2026, compared to the same period in 2025. Foreign currency fluctuations did not have a significant impact on our Data, Distribution, and Services revenues in the six months ended June 30, 2026. The decrease in Data, Distribution, and Services revenues was primarily driven by a decline in our data offering, which decreased by 26% in the six months ended June 30, 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.
Current report — wording carried from elsewhere
Changes in our revenue by region were as follows: revenue from North America decreased by $60.9 million, or 23%, to $207.2 million, revenue from Europe decreased by $8.7 million, or 7%, to $121.9 million and revenue from outside Europe and North America decreased by $19.0 million, or 17%, to $91.9 million, in the six months ended June 30, 2026, compared to the same period in 2025.
Current report — wording carried from elsewhere
Product Development. Product development expenses decreased by $3.6 million, or 9%, to $37.0 million in the six months ended June 30, 2026 as compared to the same period in 2025. The decrease in product development was driven by a decrease in employee-related costs and decreases 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.
Current report — wording carried from elsewhere
Interest Expense. In the six months ended June 30, 2026 and June 30, 2025, we recognized interest expense of $7.6 million and $8.5 million, respectively related to our credit facility and the amortization of deferred financing fees. Interest expense for the six months ended June 30, 2026 decreased due to lower interest rates in the six months ended June 30, 2026 as compared to the same period in 2025.
Current report — wording carried from elsewhere
Other (Expense) / Income, Net. In the six months ended June 30, 2026, other (expense) / income decreased by $43.7 million, or 161%, to ($16.5 million). In the six months ended June 30, 2026, other (expense) / income, net was driven by $18.3 million of unrealized losses related to our investment in Meitu, Inc. In addition, other income, net had $1.3 million of interest income and $0.5 million of unrealized foreign currency losses. In the six months ended June 30, 2025, other income, net was primarily driven by $31.3 million of unrealized gains related to our investment in Meitu, Inc. In addition, other income, net had $2.0 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 report — wording carried from 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.