Shutterstock, Inc. (NYSE: SSTK) disclosed in a current report on Form 8-K, filed with the Securities and Exchange Commission for events dated June 30, 2026, that the counterparty to its planned combination has moved to unwind the deal. Under Item 7.01, Regulation FD Disclosure, the filing states that Getty Images Holdings, Inc. filed its own 8-K on June 30, 2026 announcing that its Board of Directors unanimously resolved not to proceed with a divestiture that United Kingdom antitrust regulators had made a condition of clearance, and to terminate the parties' Agreement and Plan of Merger after a contractual end date passes. The report was signed by Shutterstock Chief Financial Officer Rik Powell and dated July 1, 2026.

The filing anchors the disclosure to the transaction history. As previously announced, on January 6, 2025 Shutterstock entered into an Agreement and Plan of Merger with Getty Images Holdings, Inc. and certain other parties. That agreement contemplated combining two of the largest stock-imagery and editorial-content providers, businesses whose licensed image and video libraries have taken on added prominence as training and reference material for generative-AI systems. The current 8-K does not restate the deal's economics; it reports on the regulatory condition that ultimately reshaped it.

What the CMA required

According to the filing, after reviewing the proposed merger the U.K. Competition and Markets Authority conditioned its required clearance of the transactions contemplated by the Merger Agreement upon a sale of Shutterstock's editorial business. In other words, the CMA did not block the combination outright but tied its approval to a structural remedy: the parties would have had to divest the editorial operation before proceeding. Editorial imagery, which covers news, sports, and entertainment photography licensed for journalistic and commentary use, sits alongside the companies' larger creative and commercial libraries.

On June 30, 2026, Getty Images filed an 8-K announcing that its Board of Directors unanimously resolved (a) not to proceed with the process to sell the Company’s editorial business under the supervision of the CMA, and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026.— Shutterstock, Inc., Form 8-K, source

The termination described in the filing is procedural rather than immediate. As the disclosure states it, Getty Images' board resolved to terminate the Merger Agreement following the passage of the Second Extended End Date, which the filing identifies as July 6, 2026 and defines by reference to the Merger Agreement itself. That resolution is expressly conditioned: it assumes no material change in the circumstances prior to July 7, 2026. The 8-K therefore reports a stated intention and a triggering date, not a completed termination as of the report's filing. It also does not disclose the terms of the Merger Agreement's end-date or termination provisions beyond the passages summarized, nor does it quantify any termination fee; readers seeking those mechanics are directed by the filing to the Merger Agreement and the related information statement and proxy statement/prospectus.

How Shutterstock framed it

The Regulation FD disclosure attaches management commentary rather than financial results. “Looking ahead, Shutterstock is operating from a position of strength,” said Paul Hennessy, the company's chief executive officer, in a statement quoted in the filing. The report quotes Hennessy describing a “strong track record as a standalone company” and citing the company's cash position, “modest leverage and robust free cash flow generation.” A second attributed statement says the Shutterstock team “are all energized and feel well equipped for the road ahead.” Those statements are management characterizations furnished under Item 7.01, not audited figures; the 8-K does not attach quarterly financial statements. The company added that it will provide an update on its business and strategic plans as part of its second-quarter earnings release.

The same 8-K carries an Item 8.01, Other Events, disclosure that incorporates the first two paragraphs of the Item 7.01 discussion by reference. That is a structural detail worth noting: material furnished under Item 7.01 is generally treated as disclosed rather than filed, whereas the Item 8.01 incorporation places the core factual paragraphs on Other Events footing. The report lists one exhibit, Exhibit 104, the cover-page interactive data file formatted as Inline XBRL. The filing box also indicates the report is intended to satisfy the registrant's obligations for written communications under Rule 425 of the Securities Act, the rule governing merger-related communications.

The disclosure record around the deal

The 8-K situates the transaction within an established SEC paper trail. It states that Getty Images filed a preliminary registration statement on Form S-4 on March 31, 2025, that the registration statement was amended in a pre-effective amendment on Form S-4/A on April 28, 2025, and that it was declared effective on April 30, 2025, with a final prospectus filed the same day. The filing directs investors and security holders to the information statement and proxy statement/prospectus for a fuller discussion of the risks related to the proposed transaction, and it reproduces the standard forward-looking-statements caution, noting that statements about obtaining regulatory approvals “on a timely basis or otherwise” are among the forward-looking items subject to risk.

For a reader parsing the report rather than the market narrative around it, the facts stated directly are these. A merger agreement signed January 6, 2025 remains the operative contract as of the filing. The CMA's clearance was conditioned on a sale of Shutterstock's editorial business. Getty Images' board has resolved not to pursue that CMA-supervised sale and to terminate the merger agreement after the Second Extended End Date of July 6, 2026, subject to no material change before July 7, 2026. Shutterstock, through this Item 7.01 and Item 8.01 report, has disclosed that counterparty action and framed its own outlook as a standalone company, with a further update promised at its second-quarter earnings release.

What the disclosure does not do is characterize the likelihood that any of the stated conditions will change before the end date, or the accounting or contractual consequences of a completed termination. The 8-K reports a board resolution, a regulatory condition the parties declined to satisfy, and a dated procedural path to termination. The primary record for each of those facts is the current report itself, filed by Shutterstock and cross-referencing the Getty Images 8-K of the same date.