What Shutterstock, Inc. told the SEC could break it.

Shutterstock collects, stores, processes and uses the personal information of customers and contributors across more than 150 countries — and relies on third parties not under its direct control to do so — exposing it to data-breach, security-incident and privacy-compliance risk, including evolving cross-border transfer mechanisms (the EU-U.S. Data Privacy Framework, post-Privacy-Shield safeguards); a breach or non-compliance could harm its business and reputation.

“In connection with providing content licensing, we collect, store, process and use our customers' and contributors' personal information and other data, and we rely on third parties that are not directly under our control to do so as well.”

Shutterstock derives a majority of revenue internationally — approximately 59% of 2025 revenue came from customers located outside the United States (up from 55%/54% prior years) — and it licenses content to customers in 150+ countries and from contributors in 150+ countries; this international concentration exposes it to foreign-currency, regulatory, tax and operational challenges of supporting a geographically dispersed customer/contributor base.

“For each of the years ended December 31, 2025, 2024 and 2023, approximately 59%, 55% and 54%, respectively, of our revenue was derived from customers located outside of the United States.”

As an internet content-licensing business, Shutterstock is subject to evolving U.S. and foreign laws on content regulation, intellectual-property ownership/infringement, the Digital Millennium Copyright Act, defamation, publicity rights, advertising, e-commerce and online payments, and — operating internationally — to data-privacy/security, anti-money-laundering, sanctions, anti-corruption and export-control laws; non-compliance or adverse legal interpretations (including IP-infringement claims over licensed/AI content) could harm its business.

“We are subject to a number of U.S. federal and state and foreign laws and regulations that affect companies conducting business on the internet as well as companies that provide access to content.”

Shutterstock has agreed to merge with Getty Images (Shutterstock stockholders approved June 10, 2025), with a fixed exchange ratio so stockholders bear market-price risk on Getty shares; the merger is subject to regulatory approvals and customary closing conditions, will delist Shutterstock from the NYSE, and poses integration, personnel-retention and business-disruption risks while pending and after closing — the combined company's results and stock price may be affected by factors different from Shutterstock's historically.

“The proposed Merger and the integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the Merger.”