Shutterstock names Scott Grossman as interim CFO

Item 2.02

Results of Operations and Financial Condition.

On November 5, 2026, Shutterstock, Inc. (the "Company") issued a press release announcing its financial results for the fiscal period ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.¹

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, the Company announced the appointment of Scott Grossman as Interim Chief Financial Officer, effective November 2, 2026.^{2 2}Concurrent with Mr. Grossman's appointment, Rik Powell will cease to serve as Chief Financial Officer effective as of the same date and will depart from the Company on November 13, 2026.²

In connection with Mr. Grossman's appointment as Interim Chief Financial Officer, the Board of Directors of the Company (the "Board") and the Compensation Committee of the Board (the "Compensation Committee") approved an annual base salary of $450,000 and an annual cash bonus opportunity, with a target award equal to 60% of his base salary³, based on the achievement of individual and Company performance-based objectives established by the Compensation Committee, pro-rated for his initial year of service at the Company.

Mr. Grossman, age 50, has served as our Senior Vice President, Global Head of Finance from July 2026 until November 2026.^{4 4}Prior to holding this position, Mr. Grossman served as our Senior Vice President, Finance Strategy & Investor Relations from May 2025 until July 2026⁴, our Global Head of Financial Planning & Analysis from January 2023 until May 2025 and started as the Vice President, Corporate Financial Planning & Analysis when joining Shutterstock in May 2022. Prior to joining Shutterstock, Mr. Grossman served as the Vice President, Financial Planning & Analysis and Consolidations at Compass, Inc. (NYSE: COMP), a real estate technology company, from October 2020 to May 2022; as Head of Consolidation, Financial Planning & Analysis at Spotify Technology S.A. (NYSE: SPOT), a global audio streaming service, from May 2017 to October 2020; and has prior Financial Planning & Analysis and reporting experience at a variety of media and advertising companies, including CBS Radio, Home Box Office and the Interpublic Group. Mr. Grossman holds a Master of Accounting and a B.S. in Business Administration from the Keenan-Flager Business School at the University of North Carolina at Chapel Hill and is a Certified Treasury Professional and formerly a Certified Public Accountant.

There are no arrangements or understandings between Mr. Grossman and any other person pursuant to which he was selected as Interim Chief Financial Officer. There are also no family relationships between Mr. Grossman and any other director or executive officer of the Company. Mr. Grossman has not been involved in any transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.

To the extent any information called for by Item 5.02(c)(3) of Form 8-K is not determined, the Company will provide such information, if required, in an amendment to this Current Report on Form 8-K within four business days after the information is determined or becomes available.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits .

Exhibit

No.

Description

99.1

Press release entitled "Shutterstock Reports Third Quarter 2026 Financial Results" dated November 5, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHUTTERSTOCK, INC.

Dated: November 5, 2026

[By:

/s/ Colleen Kearney

Colleen Kearney

General Counsel

Shutterstock Reports Third Quarter 2026 Financial Results

New York, NY - November 5, 2026 - Shutterstock, Inc. (NYSE: SSTK) (the "Company"), a family of brands delivering scalable creative and GenAI solutions to help customers fuel great work, today announced financial results for the third quarter ended September 30, 2026.

Commenting on the Company's performance, Jon Oringer, Chairman and Chief Executive Officer of Shutterstock, said, "During the third quarter, we maintained a strong focus on operational discipline and cost management while navigating continued headwinds in our core Content segment and deal timing volatility in Data Licensing."

"We reduced third-quarter Product Development and SG&A expenses by 30% year-over-year to $96 million, representing $39 million in quarterly savings, while reducing total headcount by 16% year-to-date. Importantly, we are on target to deliver the $60 million in annualized run-rate operating expense reductions we committed to in our second-quarter earnings announcement. These actions strengthen our financial position and provide greater flexibility as we focus on the opportunities ahead."

"AI is fundamentally changing how creative content is produced and consumed, creating new opportunities for Shutterstock to build on its content library, data capabilities, and relationships across the creative ecosystem. With Hichame Assi as President and COO, we're bringing greater focus to operational performance and execution while continuing to invest in opportunities that we believe will build on our strategic assets and deliver greater value to customers and contributors. Together, we're focused on positioning Shutterstock for long-term growth."

Chief Financial Officer Transition

Shutterstock also announced that Rik Powell will depart from his role effective immediately and from the Company effective November 13, 2026. Scott Grossman, Senior Vice President, Global Head of Finance, will assume the role of Interim Chief Financial Officer effective immediately.

"I want to thank Rik for his leadership and contributions to Shutterstock, including stepping into the interim CEO role earlier this year," said Mr. Oringer. "We appreciate his commitment to the Company and wish him all the best."

Third Quarter 2026 highlights as compared to Third Quarter 2025 :

Financial Highlights

•

Revenues were $173.9 million compared to $260.1 million.

•

Net loss was $197.8 million compared to net income of $13.4 million.⁵

◦

Net loss includes a $195.6 million non-cash, after-tax goodwill impairment charge.

•

Net loss per diluted common share was $5.35 compared to net income per diluted common share of $0.37.

•

Adjusted net income was $16.7 million compared to $36.4 million.

•

Adjusted net income per diluted common share was $0.45 compared to $0.99.

•

Adjusted EBITDA was $41.8 million compared to $79.4 million.

1

THIRD QUARTER RESULTS

Revenue

Third quarter revenue of $173.9 million decreased

by $86.2 million or 33%

as compared to the third quarter of 2025.

Revenue from our Content product offering decreased by $36.4 million, or 19%, as compared to the third quarter of 2025, to $158.1 million. The reduction in our Content revenue was driven primarily by weakness in new customer acquisition.

Content revenue represented 91% of our total revenue in the third quarter of 2026.

Revenue generated from our Data,

Distribution, and Services product offering decreased

by $49.8 million, or 76%,

as compared to the third quarter of 2025, to $15.8 million, and represented 9% of third quarter revenue in 2026. Revenue recognition in our data offering may vary from quarter-to-quarter based on the delivery timing of metadata licensed assets.

Net (loss) / income and net (loss) / income per diluted common share

Net income decreased by $211.1 million to a net loss of $197.8 million in the third quarter of 2026, compared to net income of $13.4 million for the third quarter of 2025. Net loss per diluted common share was $5.35, as compared to net income per diluted common share of $0.37 for the same period in 2025. In the third quarter of 2026, the Company recorded a non-cash goodwill impairment charge of $203.3 million after identifying a triggering event resulting from the impact of the dividend suspension announced on July 22, 2026. Additionally, the Company had further declines in revenue, with operating costs not declining at a similar rate, as well as $0.4 million of unrealized losses related to our investment in Meitu, Inc, $0.5 million of costs related to the proposed merger, $2.6 million of strategic advisory and other fees, and $4.3 million of workforce optimizations expenses.

Adjusted net income and adjusted net income per diluted common share

Adjusted net income of $16.7 million in the third quarter of 2026 decreased by $19.7 million, compared to adjusted net income of $36.4 million for the third quarter of 2025, primarily due to the decline in revenue.

Adjusted net income per diluted common share was $0.45, compared to $0.99 for the third quarter of 2025.

Adjusted EBITDA

Adjusted EBITDA of $41.8 million for the third quarter of 2026 decreased by $37.6 million, or 47%, as compared to the third quarter of 2025, primarily due to the decline in revenue.

Net loss margin of 113.7% for the third quarter of 2026 decreased by 118.8%, as compared to net income margin of 5.1% in the third quarter of 2025