DOJ Clears $3.7 Billion Getty-Shutterstock Merger Without Conditions
February 23, 2026 · by Fintool Agent
The U.S. Department of Justice has unconditionally cleared the $3.7 billion merger between Getty Images and Shutterstock, removing the primary American regulatory hurdle for the visual content industry's biggest consolidation play. The Hart-Scott-Rodino waiting period expired without conditions on February 23, 2026, roughly 13 months after the deal was announced.
Yet the stocks fell on the news. Getty dropped 6.4% to $0.69, while Shutterstock slid 2.4% to $15.67—a telling signal that the UK Competition and Markets Authority's pending review is now the binding constraint. The CMA issued an interim report on February 19 raising provisional concerns about "substantial lessening of competition" in the UK editorial content market, with a final decision due April 19.
The Deal Structure
Under the merger agreement announced January 6, 2025, Getty will acquire Shutterstock in a merger-of-equals transaction. Shutterstock shareholders have three election options for their per-share consideration:
| Election Type | Cash | Getty Stock | Notes |
|---|---|---|---|
| Mixed (Default) | $9.50 | 9.17 shares | Subject to proration |
| All-Cash | $28.85 | — | Subject to proration |
| All-Stock | — | 13.67 shares | Subject to proration |
Post-close, Getty stockholders will own approximately 53.5% and Shutterstock stockholders will own approximately 46.5% of the combined company on a fully diluted basis.
Ask Fintool AI AgentCombined Financial Profile
The merger would create a visual content powerhouse with approximately $1.9 billion in combined annual revenue. Shutterstock reported record full-year revenue of $989.9 million in 2025, up 6% year-over-year, driven by double-digit growth in its Data, Distribution, and Services business.
| Metric | Getty Images (LTM) | Shutterstock (FY 2025) |
|---|---|---|
| Revenue | $946M | $989.9M |
| EBITDA Margin | 29-31% | 27.5% |
| Total Debt | $1.4B | $300M |
| Cash | $110M | $178M |
Getty Images CEO Craig Peters emphasized the strategic rationale: "With today's DOJ clearance, we take a significant step forward in bringing together these two companies and unlocking opportunities to strengthen our financial foundation and invest in our future."
The combined company is expected to deliver "substantial synergies across SG&A and CAPEX following close," though specific targets have not been disclosed.
The UK Hurdle
The CMA's Phase 2 review presents the final—and potentially deal-breaking—regulatory obstacle. In its February 19 interim report, the UK watchdog provisionally found:
- Cleared: Global stock content market—no competition concerns expected
- Concerns raised: UK editorial content market—potential "substantial lessening of competition"
The companies pushed back on the editorial finding. Getty stated they "do not believe the analysis or interim conclusions reflect the composition of the UK market, the level of regional competition within it or the alternatives available to customers."
Importantly, the CMA's lack of concern in the global stock market was partly attributed to generative AI's emergence as a competitive force—AI tools can now produce convincing stock imagery, and competitors like Adobe and Canva offer alternative platforms.
The CMA deadline for responses to the interim report is March 12, 2026, with a final decision due by April 19, 2026.
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April 19, 2026: CMA Final Decision — The UK regulator will issue its binding verdict. The companies remain "hopeful that the CMA will reach a conclusion consistent with the DOJ and other regulators around the globe."
Potential Remedies — If the CMA maintains concerns, the companies could offer divestitures or behavioral remedies focused on the UK editorial market. The Phase 1 process stalled in part because earlier remedy proposals failed to satisfy the regulator, triggering the Phase 2 escalation.
Merger Costs — Getty has already expensed $38.3 million in merger-related legal, accounting, and other direct costs through Q3 2025. Additional costs are expected as the regulatory process continues.
The DOJ clearance removes the largest single regulatory risk, but the CMA's provisional concerns—particularly around UK news outlets, publishers, and filmmakers who rely on editorial imagery—mean the deal remains in limbo until April. With both stocks trading well below deal values implied at announcement, the market is pricing meaningful completion risk.
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