Oringer Jonathan 4
4 · Shutterstock, Inc. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Shutterstock (SSTK) Founder Jonathan Oringer Exercises PSUs, Withholds Shares
What Happened
- Jonathan Oringer (10% owner of Shutterstock, Inc.) converted/closed a set of equity awards on April 1–2, 2026. He exercised or converted 143,700 derivative awards into common shares (18,900 + 37,789 + 87,011). Of those, 49,987 shares were withheld to cover tax liabilities at $16.51 per share (total withheld value reported = $825,286). After withholding, Oringer received a net 93,713 common shares. Separately, he was granted 15,197 RSU derivative awards on April 1, 2026 (vesting April 1, 2027).
Key Details
- Transaction dates: April 1, 2026 (RSU grant); April 2, 2026 (conversions and tax withholdings). Filing date: April 3, 2026 (timely).
- Conversions/exercises: 18,900; 37,789; 87,011 shares (total 143,700) recorded as derivative exercises (code M).
- Tax withholding (code F): 4,625; 11,123; 34,239 shares withheld (total 49,987) at $16.51/share = $825,286.
- Net shares issued to Oringer after withholding: 93,713 shares.
- Grant: 15,197 RSUs awarded April 1, 2026 (code A); these RSUs vest April 1, 2027 (see footnote F2).
- Footnotes clarify RSU/PSU nature and vesting/ performance conditions (F1–F6). The withheld shares are for tax liability—not open-market sales.
Context
- These transactions are primarily conversion/vesting and tax-withholding events (not open-market sales). The F-code disposals reflect shares withheld to cover taxes — a routine administrative step, not a directional trade.
- Several converted awards are performance-based RSUs (PSUs) subject to vesting and Compensation Committee certification per the footnotes; one RSU grant vests next year.
- Oringer is a 10% owner — filings reflect significant insider holdings but this is insider compensation execution rather than active market selling or buying.
Insider Transaction Report
Form 4
Oringer Jonathan
DirectorEXECUTIVE CHAIRMAN10% Owner
Transactions
- Exercise/Conversion
Common Stock
2026-04-02+18,900→ 10,850,755 total - Tax Payment
Common Stock
2026-04-02$16.51/sh−4,625$76,359→ 10,846,130 total - Exercise/Conversion
Common Stock
2026-04-02+37,789→ 10,883,919 total - Tax Payment
Common Stock
2026-04-02$16.51/sh−11,123$183,641→ 10,872,796 total - Exercise/Conversion
Common Stock
2026-04-02+87,011→ 10,959,807 total - Tax Payment
Common Stock
2026-04-02$16.51/sh−34,239$565,286→ 10,925,568 total - Award
Restricted Stock Unit
[F1][F2]2026-04-01+15,197→ 15,197 totalFrom: 2027-04-01→ Common Stock (15,197 underlying) - Exercise/Conversion
Performance-based Restricted Stock Unit
[F3][F4]2026-04-02−18,900→ 0 totalFrom: 2026-04-01→ Common Stock (18,900 underlying) - Exercise/Conversion
Performance-based Restricted Stock Unit
[F3][F5]2026-04-02−37,789→ 36,407 totalFrom: 2026-04-01→ Common Stock (37,789 underlying) - Exercise/Conversion
Performance-based Restricted Stock Unit
[F3][F6]2026-04-02−87,011→ 0 totalFrom: 2026-04-01→ Common Stock (87,011 underlying)
Footnotes (6)
- [F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F2]RSU award granted on April 1, 2026 that vests April 1, 2027, subject to the Reporting Person's continued employment on such vesting date.
- [F3]Each Performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F4]PSU award granted on April 3, 2023 that vests in three equal annual installments beginning April 1, 2024, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
- [F5]PSU award granted on April 1, 2024 that vests in three equal annual installments beginning April 1, 2025, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
- [F6]PSU award granted on April 1, 2025 that vests April 1, 2026, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance and subject to adjustment pursuant to the award agreement.
Signature
/s/ John Lapham, Attorney-in-Fact|2026-04-03