8-K: Getty-Shutterstock Merger Faces UK Phase 2 Review

The UK's Competition and Markets Authority has referred the proposed merger between Getty Images and Shutterstock to a Phase 2 review, despite remedies offered.

Summary

• Getty Images Holdings, Inc. announced on November 3, 2025, that the UK's Competition and Markets Authority (CMA) referred its proposed merger with Shutterstock Inc. to a Phase 2 review process.
• Getty Images had offered comprehensive remedies to avoid a Phase 2 review.
• Getty Images expressed disappointment with the CMA's decision but reiterated its commitment to the proposed merger.
• The company will continue to engage with the CMA and work with Shutterstock to secure necessary clearances expeditiously.

Sentiment

Score: 4

Explanation: The referral to a Phase 2 review by the CMA is a significant setback for the merger, introducing uncertainty and delays. While Getty Images remains committed, the increased regulatory hurdle is a negative development.

Positives

• Getty Images remains committed to the proposed merger with Shutterstock.
• The company will continue to engage with the CMA and work with Shutterstock to secure necessary clearances.

Negatives

• The UK's Competition and Markets Authority (CMA) referred the proposed merger to a Phase 2 review.
• Getty Images is disappointed with the CMA's decision, despite offering comprehensive remedies to avoid a Phase 2 review.

Risks

• Delays in obtaining applicable regulatory approvals for the proposed merger.
• The possibility that the proposed transaction may not be completed on a timely basis or at all.
• Potential for actual results to differ materially from expectations due to risks and uncertainties related to regulatory approvals.

Future Outlook

Getty Images remains committed to the proposed merger and will continue to engage with the CMA and work with Shutterstock to expeditiously secure the necessary clearances.

Management Comments

• Getty Images is disappointed at the CMAs decision but remains committed to the proposed merger and will continue to engage with the CMA and work with Shutterstock to expeditiously secure the necessary clearances.

Industry Context

The proposed merger between Getty Images and Shutterstock involves two of the largest players in the global visual content and stock photography market. Regulatory scrutiny, particularly from competition authorities like the CMA, is a standard process for significant mergers to assess potential impacts on market competition, pricing, and consumer choice. A Phase 2 review indicates that the CMA believes the merger could lead to a substantial lessening of competition in the UK market, requiring a more in-depth investigation.

Legal Proceedings

• The UK's Competition and Markets Authority (CMA) has referred the proposed merger to a Phase 2 review process, which is a formal regulatory proceeding.

Stakeholder Impact

• Shareholders of Getty Images and Shutterstock face increased uncertainty regarding the timing and ultimate completion of the proposed merger due to the extended regulatory review.
• The prolonged review process may impact employee morale and strategic planning for both companies.
• Customers and content creators may experience uncertainty regarding future platform offerings and policies.

Next Steps

• Getty Images and Shutterstock will continue to engage with the UK's Competition and Markets Authority (CMA).
• Work with Shutterstock to expeditiously secure the necessary clearances for the merger.

Key Dates

Recommendation

The UK CMA's decision to refer the Getty Images-Shutterstock merger to a Phase 2 review introduces significant regulatory uncertainty and potential delays. While Getty Images remains committed, the extended review process creates headwinds and could lead to further concessions or even abandonment. Investors should hold pending further clarity on the regulatory outcome and potential remedies required, as the immediate future of the merger is now less certain.

Keywords

Getty Images, Shutterstock, merger, CMA, regulatory review, visual content, stock photography, antitrust, GETY