Executive Summary

Q2 2025 delivered record revenue ($267.0M, +21% YoY) and record adjusted EBITDA ($82.2M, +32% YoY), with strength in Data, Distribution & Services (DDS) and continued contributions from Envato; GAAP diluted EPS was $0.82 and adjusted EPS was $1.19 .
Results beat S&P Global consensus on revenue and adjusted EPS: revenue $266.99M vs $248.27M consensus, and adjusted EPS $1.19 vs $1.13; EBITDA comparison is definitional, but SPGI’s EBITDA consensus of ~$66.7M was below company adjusted EBITDA of $82.2M, while SPGI’s EBITDA “actual” printed ~$55.7M, implying a mixed read on EBITDA definitions (see Estimates Context; values retrieved from S&P Global)*.
Management reiterated the pending merger with Getty Images and did not host an earnings call or provide guidance due to the transaction; a $0.33 dividend was declared, payable on September 18, 2025 .
Stock reaction catalysts: beat on top-line and adjusted EPS, narrative around AI/data licensing and GIPHY distribution expansion, and merger milestones (DOJ Second Request in April; shareholder approval in June) that frame regulatory timeline risk/reward .

What Went Well and What Went Wrong

What Went Well

Record quarter: “set new high water marks” in both Revenue and Adjusted EBITDA, driven by Envato and DDS data deal timing; adjusted EBITDA margin expanded to 30.8% (+260 bps YoY) .
DDS outperformance: DDS revenue rose 34% YoY to $67.2M (25% of total), benefiting from metadata delivery timing in data deals; content revenue grew 18% YoY to $199.8M (75% of total) .
Healthy liquidity and cash generation: cash increased to $116.4M; CFO was $26.8M in Q2; net income rose to $29.4M (11.0% net margin) despite higher interest expense and merger costs .
“From creative content to custom solutions to AI model inputs to our GIPHY distribution… enabling us to fuel great work for our customers.” — CEO Paul Hennessy .

What Went Wrong

Adjusted free cash flow decreased to $17.5M (from $36.2M in Q2 2024), reflecting capex/content acquisition and merger-related cash costs; sequentially FCF also down vs Q1 2025 [$23.4M] .
Higher interest expense (+$3.7M YoY) from increased debt tied to Envato acquisition and $8.7M professional fees for the pending Getty Images merger pressured GAAP profitability .
No guidance/no call: Company did not provide guidance nor host a call given merger—reduces near-term visibility and limits management Q&A clarity during an evolving data deals/AI narrative .

Financial Results

P&L Snapshot and Margins (Sequential: Q4 2024 → Q1 2025 → Q2 2025)

Metric	Q4 2024	Q1 2025	Q2 2025
Revenue ($USD Millions)	$250.306	$242.620	$266.990
GAAP Diluted EPS ($)	$(0.04)	$0.53	$0.82
Adjusted EPS ($)	$0.67	$1.03	$1.19
Net Income ($USD Millions)	$(1.429)	$18.688	$29.440
Net Income Margin (%)	(0.6%)	7.7%	11.0%
Adjusted EBITDA ($USD Millions)	$59.069	$63.363	$82.236
Adjusted EBITDA Margin (%)	23.6%	26.1%	30.8%

YoY Comparison (Q2 2024 → Q2 2025)

Metric	Q2 2024	Q2 2025
Revenue ($USD Millions)	$220.053	$266.990
GAAP Diluted EPS ($)	$0.10	$0.82
Adjusted EPS ($)	$1.00	$1.19
Net Income ($USD Millions)	$3.625	$29.440
Adjusted EBITDA ($USD Millions)	$62.072	$82.236

Segment Revenue Breakdown

Segment	Q4 2024	Q1 2025	Q2 2025
Content ($USD Millions)	$212.517	$202.888	$199.796
Data, Distribution & Services ($USD Millions)	$37.789	$39.732	$67.194
Total Revenue ($USD Millions)	$250.306	$242.620	$266.990

Drivers: DDS benefited from data deal revenue recognition timing in Q2 (metadata delivery), while Content saw YoY growth but modest sequential downtick as mix shifted and subscribers/ARPC dynamics evolved .

KPIs

KPI	Q4 2024	Q1 2025	Q2 2025
Subscribers (end of period, 000s)	459	1,079	1,073
Subscriber Revenue ($USD Millions)	$75.7	$109.9	$108.0
Average Revenue per Customer (LTM, $)	$450	$244	$266
Paid Downloads (Millions)	33.0	120.9	112.6

Notes: KPIs include acquisitions on a 12-month lag basis; 2025 metrics incorporate Envato; Backgrid included beginning February 2025 .

Cash Flow and Liquidity

Metric	Q1 2025	Q2 2025
Cash & Cash Equivalents ($USD Millions, period-end)	$112.231	$116.410
Net Cash from Operating Activities ($USD Millions)	$25.247	$26.836
Adjusted Free Cash Flow ($USD Millions)	$23.384	$17.498
Quarterly Dividend per Share ($)	$0.33 (paid 6/19/25)	$0.33 (payable 9/18/25)

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY/Q3	None provided (pending merger)	None provided (pending merger)	Maintained: no guidance
Adjusted EBITDA/Margins	FY/Q3	None provided (pending merger)	None provided (pending merger)	Maintained: no guidance
Dividend	Q3/Q4 2025	Declared $0.33 (Q1 payable 6/19/25)	Declared $0.33 (Q2 payable 9/18/25)	Maintained

Company explicitly stated it will not host a call or provide guidance due to the pending Getty Images transaction .

Earnings Call Themes & Trends

Company did not host a Q2 call due to the pending merger, so themes reflect prepared remarks and press releases .

Topic	Previous Mentions (Q4 2024)	Previous Mentions (Q1 2025)	Current Period (Q2 2025)	Trend
AI/Technology initiatives	Platform breadth, content leadership; early AI positioning	Continued commitment to growth in Content and DDS; operational improvements	Brand re-launch emphasizing Generative AI Pro, model recommender, TRUST framework; unlimited downloads	Expanding AI capabilities and enterprise solutions
Data licensing	DDS growth +28% FY24; data at $120.3M FY24	DDS -2% YoY in Q1 (mix/FX)	DDS +34% YoY; benefited from metadata delivery timing in data deals	Stronger Q2 execution; timing variability acknowledged
Regulatory/legal (Merger)	Announced merger; no guidance/call	DOJ Second Request (HSR); process extended; still targeting 2H25	Shareholder approval (82%); reiteration of no call/guidance; still targeting 2H25 subject to regulatory approvals	Advancing milestones; regulatory scrutiny persists
Product performance / GIPHY	GIPHY part of distribution expansion	Core content growth +17% YoY in Q1	CEO highlights “GIPHY distribution” as part of record performance	Distribution reach underpinning DDS/advertising narrative
Capital allocation	Dividend maintained; cash growth FY24	Dividend $0.33 declared; cash up sequentially	Dividend $0.33 declared; cash up to $116.4M	Consistent dividend policy

Management Commentary

“Record levels in both Revenue and Adjusted EBITDA,” evidencing the breadth of offerings (creative content, custom solutions, AI model inputs, GIPHY distribution) fueling customer outcomes — Paul Hennessy, CEO .
DDS revenue benefited from timing of data deal recognition (metadata delivery), which can fluctuate quarter-to-quarter .
GAAP profitability impacted by Envato interest expense (+$3.7M), unrealized gains in Meitu, Inc., and $8.7M merger-related professional fees .
Liquidity increase was driven by operating cash flow and FX tailwinds, partially offset by capex/content acquisition and financing outflows .

Q&A Highlights

No Q&A — Shutterstock did not host an earnings conference call or provide guidance due to the pending merger with Getty Images .

Estimates Context

Q2 2025 revenue: $266.99M vs consensus $248.27M — bold beat*.
Adjusted EPS: $1.19 vs consensus $1.13 — bold beat*.
EBITDA: SPGI consensus ~$66.7M vs SPGI “actual” ~$55.7M — miss on SPGI EBITDA definition; company-reported adjusted EBITDA was $82.2M (non-GAAP), underscoring definitional differences between SPGI EBITDA and company adjusted EBITDA* .

Metric	Consensus (Q2 2025)	Actual (Q2 2025)
Revenue ($USD)	$248,273,330.00*	$266,990,000.00
Primary EPS (Adjusted/Normalized) ($)	1.13*	1.19
EBITDA ($USD)	$66,700,760.00*	$55,652,000.00* / Adjusted EBITDA: $82,236,000.00
# of Estimates (EPS/Revenue)	EPS: 2; Revenue: 3	N/A

Values retrieved from S&P Global*.

Interpretation: Revenue and adjusted EPS beats suggest top-line strength and operating leverage; the EBITDA comparison reflects definitional mismatch — investors should focus on company’s adjusted EBITDA and margins expansion given clear reconciliation disclosures .

Key Takeaways for Investors

Momentum: Strong YoY growth (Revenue +21%, adjusted EBITDA +32%) and margin expansion to 30.8% adjusted EBITDA margin — supportive of near-term re-rating if merger uncertainty moderates .
Mix shift: DDS timing drove outsized sequential increase; expect quarter-to-quarter variability tied to metadata delivery, but underlying enterprise data demand remains constructive .
Cash discipline: Liquidity improved; however, adjusted FCF declined on higher capex/content acquisition and merger-related cash costs — monitor FCF normalization post-transaction .
Merger path: DOJ Second Request (April) and shareholder approval (June) frame a 2H25 close; regulatory timeline is the key macro driver of the stock near term .
AI thesis: Rebrand and Generative AI Pro expand enterprise solutions; paired with model recommender and TRUST framework, Shutterstock is positioned to monetize AI data licensing and workflow integration .
Dividend: $0.33/share maintained; income investors benefit while awaiting merger resolution .
Trading setup: Near-term catalysts include further regulatory updates and any large data deals; with beats on revenue/adjusted EPS and no guidance, price action will be sensitive to merger headlines and AI/data deal disclosures .

Notes:
- Company stated it did not host a call or provide guidance due to the pending merger **[1549346_0001549346-25-000033_a2025-q2_exx991xpressrelea.htm:6]** **[1549346_20250729NY39277:4]**.
- Non-GAAP definitions and reconciliations (adjusted EBITDA, adjusted EPS) provided in detail **[1549346_20250729NY39277:2]** **[1549346_20250729NY39277:10]** **[1549346_0001549346-25-000033_a2025-q2_exx991xpressrelea.htm:10]** **[1549346_0001549346-25-000033_a2025-q2_exx991xpressrelea.htm:11]**.

Shutterstock, Inc. (SSTK)·Q2 2025 Earnings Summary