Oringer Jonathan 4

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.