Material Event (Form 8-K)

As previously announced, on January 6, 2025, Shutterstock, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. ("Getty Images") (such transaction referred to herein as the "Merger").

The closing of the Merger is subject to the satisfaction or waiver of certain closing conditions, including 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 (the "Existing Debt Modifications Condition").

On September 18, 2025, the Company and Getty Images agreed to waive the Existing Debt Modification Condition set forth in Section 6.3(f) of the Merger Agreement, such that the Existing Debt Modifications Condition is no longer a condition to the consummation of the Merger.

With respect to the Getty Images' existing term loans, in February 2025, Getty Images comprehensively refinanced its existing term loans to incur, through its borrower subsidiaries Abe Investment Holdings, Inc. and Getty Images, Inc., a new $580 million 5-year U.S. dollar term facility and a new €440 million 5-year euro term facility.