Shutterstock

None of the warning signs we check for were found.

We look for five warning signs: doubt it can keep going, weak checks on its own accounts, a notice that its past accounts can't be relied on, a change of auditor, and one customer bringing in a big share of sales. We don't check lawsuits, investigations or debt yet.

We checked the auditor's report, internal controls, restatement notices, auditor changes and big customers in the 10-K filed 17 Feb 2026, plus the 10-Q filed 7 Aug 2026 and 12 later 8-Ks.

Cheap for a reason is the question the numbers cannot answer.

Whether the price already reflects the risks is what the deep dive is for.

• Issues relating to the development and use of AI, including generative AI, in our offerings may result in reputational harm, liability and adverse financial results.

  Could happen

  Jurisdictions around the world are developing and passing new regulations that apply specifically to the use of AI. For example, the U.S. AI regulatory framework remains in development and has been introduced at the federal level through executive orders and legislation has been introduced and enacted at the state level. Additionally, the EU AI Act has gone into effect and will continue to be implemented in phases through 2030, and other jurisdictions have passed or are considering similarly focused legislation. These regulations and the evolving AI regulatory environment may, among other impacts, result in inconsistencies among AI regulations and frameworks across jurisdictions, increase our compliance, governance and research and development costs, increase our exposure to claims related to our AI models and increase liability related to the use of AI by our customers or users that are beyond our control. While we believe we have taken a responsible approach to the development and use of AI there can be no guarantee that future AI regulations will not adversely impact us or conflict with our approach to AI, including affecting our ability to make our AI offerings available without costly changes.

  Read moreShow less

• Government regulation of the internet, both in the United States and abroad, is evolving and we have previously been and may in the future become subject to regulatory inquiries, investigations and other actions, which could have a negative impact on our business.

  Could happen

  The adoption, modification or interpretation of laws or regulations relating to the internet, e-commerce or other areas of our business could adversely affect how we conduct our business or the overall popularity and growth of internet use. Such laws and regulations may cover a vast array of activities. For example, automatic contract or subscription renewal, credit card fraud and processing, sales, advertising, taxation, tariffs, data privacy, management and storage, cybersecurity, pricing, content, copyrights, distribution, electronic contracts, consumer protection, outsourcing, broadband residential internet access, internet neutrality and the characteristics and quality of products or services, and intellectual property ownership and infringement are all subject to jurisdictional laws and regulations. In the United States, our operations are subject to federal and state consumer protection laws, including the Federal Trade Commission Act (“FTC Act”) and the Restore Online Shoppers’ Confidence Act (“ROSCA”). We are currently under investigation by the FTC regarding our disclosure and subscription enrollment and cancellation practices under Section 5 of the FTC Act and the ROSCA. We have cooperated throughout the investigation, and in January 2026 the FTC entered into discussions with us to resolve this matter. If we cannot resolve this matter, the FTC would refer the case to the Department of Justice (the “DOJ”) to file a civil complaint against us in the United States District Court for the Southern District of New York seeking injunctive relief, monetary relief, civil penalties, and other relief. The defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on our financial results and operations. There can be no assurance that we will be successful in reaching a favorable resolution of this matter. Any costs, penalties, remedies or compliance requirements could adversely affect our ability to operate our business or have a materially adverse impact on our financial results. For further information, see Note 18 of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

  Read moreShow less

• Complaints have been filed against us and our board of directors, and we and Getty Images have received demand letters, in connection with the Merger. In addition, we may become subject to lawsuits relating to the Merger, which could adversely affect our business, financial condition and operating results.

  Could happen

  In connection with the Merger Agreement, two complaints were filed against us and each member of our board of directors and we and Getty Images received a number of demand letters alleging that the disclosures contained in the definitive proxy statement we filed with the SEC on April 30, 2025 in connection with the Merger (the “Proxy Statement”) were deficient and sought additional disclosures to address those alleged deficiencies. We believe that we have substantial defenses in connection with such matters and that no supplemental disclosure is required under applicable law. However, in order to avoid the risk that the such matters may delay or otherwise adversely affect the implementation of the Merger, to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, we voluntarily supplemented the Proxy Statement in a Current Report on Form 8-K, filed with the SEC on May 30, 2025, to provide additional information to Shutterstock stockholders We and/or our respective directors and officers may also become subject to lawsuits and additional demand letters or complaints relating to the Merger. Such litigation is very common in connection with acquisitions of public companies, regardless of the merits of the underlying acquisition. While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results.

  Read moreShow less

• Government regulation of the internet, both in the United States and abroad, is evolving and we have previously been and may in the future become subject to regulatory inquiries, investigations and other actions, which could have a negative impact on our business.

  Could happen

  The legal and regulatory landscape and industry standards surrounding the use of data and artificial intelligence technologies are rapidly evolving and remains uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy, or use artificial intelligence technologies. New EU laws related to the use of data, including the EU Regulation on a Single Market for Digital Services (2022/2065) (“DSA”), the EU Regulation (2023/2854) on fair access to and use of data (“EU Data Act”), and the EU AI Act, which entered into force in August 2024, may impose additional rules and restrictions on the use of the data in our products. If we were required to change our business activities or revise or eliminate services, or to implement burdensome compliance measures, our business and results of operations could be harmed. We may be subject to fines, penalties, and potential litigation, including class action lawsuits, if we fail to comply with applicable privacy, data security, or AI-specific laws, regulations, standards, and other requirements. The costs of compliance with, and other burdens imposed by, evolving data-related and AI-related laws, regulations, and standards may limit the use and adoption of our products and reduce overall demand.

  Read moreShow less

• Risks Related to the Proposed Merger with Getty Images (the “Merger”)

  • Complaints have been filed against us and our board of directors, and we and Getty Images have received demand letters, in connection with the Merger. In addition, we may become subject to lawsuits relating to the Merger.