Shutterstock, Inc.SSTK
Shutterstock, Inc. Stock Compensation Disclosure
Equity-Based Compensation
The Company recognizes stock-based compensation expense for all share-based payment awards including employee stock options and RSUs granted under either the 2012 Plan, the 2022 Plan or the 2022 Amended and Restated Plan based on the fair value of each award on the grant date.
The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by line item included in the Company’s Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of revenue | $ | 2,014 | $ | 1,472 | $ | 815 | |||||||||||
| Sales and marketing | 9,199 | 11,031 | 7,359 | ||||||||||||||
| Product development | 13,029 | 11,923 | 13,200 | ||||||||||||||
| General and administrative | 36,834 | 31,904 | 27,203 | ||||||||||||||
| Total | $ | 61,076 | $ | 56,330 | $ | 48,577 | |||||||||||
For the year ended December 31, 2025, 2024 and 2023 substantially all of the Company’s non-cash equity-based compensation expense related to RSUs.
2012 Omnibus Equity Incentive Plan
On October 10, 2012, the Company’s 2012 Plan became effective. The 2012 Plan provides for the grant of incentive stock options to Company employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The maximum aggregate number of shares that may be issued under the 2012 Plan was initially 6,750,000 shares of common stock. The number of shares available for issuance under the 2012 Plan will be increased annually commencing January 1, 2013 by an amount equal to the lesser of 1,500,000 shares of common stock, 3% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year, or such other amount as determined by the Company’s Board of Directors. Any awards issued under the 2012 Plan that are forfeited by the participant will become available for future grant under the 2012 Plan. The number of shares of common stock available under the 2012 Plan was automatically increased by approximately 1,093,000 shares on January 1, 2022, pursuant to the automatic increase provisions of the 2012 Plan. This plan expired on June 2, 2022.
2022 Omnibus Equity Incentive Plan
On June 2, 2022, the Company’s stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). The 2022 Plan provides for the grant of incentive stock options to Company employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares (collectively, “Awards”) to employees, officers, directors, consultants and advisors of the Company. The maximum aggregate number of shares that may be issued under the 2022 Plan is 4,000,000 shares of our common stock and is subject to adjustment in connection with changes in capitalization, reorganization and change in control events. Shares subject to Awards granted under the 2022 Plan that expire unexercised or are forfeited, will become available for future grant under 2022 Plan. However, shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant under the 2022 Plan. Awards granted subsequent to June 2, 2022 were granted under the 2022 Plan.
Amended and Restated 2022 Omnibus Equity Incentive Plan
On June 6, 2024, the Company’s stockholders approved the Amended and Restated 2022 Omnibus Equity Incentive Plan (the “2022 Amended and Restated Plan”). The 2022 Amended and Restated Plan provides for the grant of incentive stock options to Company employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares (collectively, “Awards”) to employees, officers, directors, consultants and advisors of the Company. The maximum aggregate number of shares that may be issued under the 2022 Amended and Restated Plan is 7,500,000 shares of our common stock and is subject to adjustment in connection with changes in capitalization, reorganization and change in control events. Shares subject to Awards granted under the 2022 Amended and Restated Plan that expire unexercised or are forfeited, will become available for future grant under 2022 Amended and Restated Plan. However, shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant under the 2022 Amended and Restated Plan. Awards granted subsequent to June 6, 2024 were granted under the 2022 Amended and Restated Plan.
Stock Option Awards
The following is a summary of stock option awards (in thousands) and weighted average exercise price per option:
| Plan Options | Weighted Average Exercise Price | ||||||||||
| Options outstanding at December 31, 2024 | 299 | $ | 34.14 | ||||||||
| Options canceled or expired | (35) | 42.96 | |||||||||
| Options outstanding at December 31, 2025 | 264 | 32.95 | |||||||||
| Options exercisable at December 31, 2025 | 264 | 32.95 | |||||||||
Intrinsic value of stock options is calculated as the excess of market price of the Company’s common stock over the strike price of the stock options, multiplied by the number of stock options. The intrinsic value of the Company’s outstanding stock options was zero at both December 31, 2025 and December 31, 2024. There were no stock options exercised for the years ended December 31, 2025 and 2024.
No stock option awards were granted during the years ended December 31, 2025, 2024 and 2023.
Restricted Stock Units Awards (including PRSUs)
The following table presents a summary of the Company’s RSUs activity for the year ended December 31, 2025 (in thousands):
| Plan RSUs | Weighted Average Fair Value | ||||||||||
| Non-vested balance at December 31, 2024 | 2,900 | $ | 46.13 | ||||||||
| Units granted | 3,811 | 17.01 | |||||||||
| Units vested | (1,138) | 56.43 | |||||||||
| Units canceled or forfeited | (821) | 21.08 | |||||||||
| Non-vested balance at December 31, 2025 | 4,752 | $ | 24.64 | ||||||||
| Non-vested and deferred balance at December 31, 2025 | 4,805 | $ | 24.92 | ||||||||
As of December 31, 2025, the total unrecognized compensation charge related to the restricted stock units is approximately $66.4 million, which is expected to be recognized through fiscal 2029.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.