Getty Images and Shutterstock Receive Unconditional DOJ Clearance for Merger

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Getty Images Holdings, Inc. (NYSE: GETY) and Shutterstock, Inc. (NYSE: SSTK) have secured unconditional antitrust clearance from the United States Department of Justice (DOJ) for their proposed merger of equals. The expiration of the waiting period under the Hart-Scott-Rodino Act without conditions marks a big regulatory milestone for the transaction.

The DOJ’s decision removes a key regulatory hurdle in the United States, signaling that the agency has concluded its review without requiring remedies or structural commitments.

Craig Peters, Chief Executive Officer of Getty Images, welcomed the decision, stating: “We are very pleased with the DOJ’s decision in recognizing the merits of this transaction. With today’s DOJ clearance, we take a significant step forward in bringing together these two companies and unlocking opportunities to strengthen our financial foundation and invest in our future.”

Paul Hennessy, Chief Executive Officer of Shutterstock, emphasized the strategic rationale of the combination: “By combining our complementary strengths, we will be able to deliver even better service and support for customers and contributors over time. We will continue to work alongside Getty Images to secure the remaining necessary approval for this transaction.”

Strategic Rationale and Expected Synergies

The parties anticipate that the merger will generate substantial synergies across selling, general and administrative (SG&A) expenses and capital expenditures (CAPEX) following closing. By integrating their global content libraries, technology platforms, and distribution capabilities, the companies expect to enhance operational efficiencies and strengthen their competitive positioning in the global visual content market.

Getty Images operates as a leading global visual content creator and marketplace, serving customers worldwide through its Getty Images, iStock, and Unsplash brands. The company works with nearly 600,000 content creators and more than 355 content partners and maintains one of the largest privately owned photographic archives globally.

Shutterstock, similarly, maintains one of the world’s largest and most diverse collections of licensable content and AI-driven solutions. Through its global contributor network and technology infrastructure, the company provides creative assets, editorial content, advertising and distribution services, and studio production solutions.

The merger is designed to combine these complementary strengths, positioning the combined entity to expand its service offering, invest in generative AI technologies trained on licensed content, and enhance commercially safe content solutions for customers.

Ongoing CMA Review in the United Kingdom

While the DOJ has concluded its review, the transaction remains under scrutiny in the United Kingdom. On February 19, the Competition and Markets Authority (CMA) issued its interim report as part of an ongoing Phase 2 investigation.

Getty Images and Shutterstock have stated that they are actively engaging with the CMA ahead of its final decision, which is expected by April 19. The companies aim to further clarify the dynamics of the Editorial market and demonstrate how the merger would enhance their ability to serve customers, contributors, and partners in what they describe as a highly competitive marketplace.

Both companies have expressed optimism that the CMA’s final determination will align with the DOJ’s unconditional clearance and with decisions by other regulators globally.

Transaction Documentation and Forward-Looking Statements

In connection with the proposed transaction, Getty Images filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC), including an information statement and proxy statement/prospectus relating to the issuance of Getty Images common stock in the merger. The registration statement was declared effective on April 30, 2025.

The companies caution that forward-looking statements regarding regulatory approvals, expected synergies, financial performance, and integration outcomes are subject to risks and uncertainties. Detailed risk factors are outlined in their respective Annual Reports on Form 10-K and in the transaction-related filings with the SEC.

The focus now shifts to the outcome of the CMA’s Phase 2 review, which will determine whether the transaction can proceed to closing across key jurisdictions.

If approved, the merger is expected to reshape the competitive landscape of the visual content industry, combining extensive creative libraries, technology capabilities, and global contributor networks under a single corporate structure.