Getty abandons $3.7B Shutterstock merger over U.K. demand

Getty Images terminated its $3.7 billion merger with Shutterstock on July 7, ending an 18-month effort to combine the two largest stock and editorial image marketplaces after Britain’s competition regulator conditioned its approval on the sale of Shutterstock’s editorial business.

The Getty Images board unanimously decided on June 30 not to proceed with that sale under the U.K. Competition and Markets Authority’s supervision and to terminate the merger agreement after the deal’s Second Extended End Date passed on July 6, documents show. Getty sent written notice to Shutterstock the next day.

Getty was not required to accept the regulator’s condition under the terms of the merger agreement, the company said in a current report filed with the Securities and Exchange Commission.

The CMA published its final report on the deal on May 15, finding the merger could be expected to substantially lessen competition in the supply of editorial content in the United Kingdom. It cleared the transaction on the condition that Shutterstock divest its global editorial businesses — operating under the Rex Features, Splash News and Backgrid brands — to a purchaser the regulator approved.

“The decision by Getty to abandon its merger with Shutterstock is ultimately a commercial choice. Our investigation cleared the merger on the condition that the companies sold Shutterstock’s editorial business – which is something they initially offered to do at an earlier stage of proceedings,” said Margot Daly, chair of the independent inquiry group that ran the investigation, in a statement issued July 7.

“Since our final report, we have worked swiftly and closely with Getty and Shutterstock on the proposed sale and have engaged with several potential buyers to assess their suitability. This process was at an advanced stage at the time of Getty’s announcement.”

The two companies projected annual cost savings of $150 million to $200 million within three years of completion. Those savings were mainly from their stock content businesses, where the inquiry group found no competition concerns and which an editorial sale would have left intact, the CMA said.

“Looking ahead, Shutterstock is operating from a position of strength,” said Paul Hennessy, chief executive of Shutterstock.

“We have a strong track record as a standalone company and remain firmly focused on executing our strategy and capitalizing on the significant opportunities ahead of us. Our strong cash position, modest leverage and robust free cash flow generation will enable us to continue to invest in our product offerings, our customers and our people.”

Shutterstock said it will update its business and strategic plans with its second-quarter earnings release.

Getty raised $628.4 million in October 2025 to pay for the deal by selling bonds at 10.5% interest to cover cash owed to Shutterstock shareholders and pay off Shutterstock's debt. The money sat in escrow and was never spent.

Because the merger was called off, Getty has to return it to bondholders at the price they paid plus the interest owed, the company said when the bond sale closed.

The Getty Images board intends to hire a financial advisor to weigh strategic financing options, records show. Neither company disclosed a termination fee in its filings.

The companies announced the merger January 6, 2025, as both faced pressure from generative artificial intelligence tools. U.S. antitrust regulators cleared it without conditions in February, and the CMA opened a Phase 2 review in November 2025.

Getty announced a display partnership with OpenAI on June 21 that puts its licensed photographs inside ChatGPT’s search and discovery features, Urgent Matter previously reported.

The company is still pursuing a lawsuit against Stability AI in the Northern District of California over images used to train Stable Diffusion.

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