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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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REX FEATURES LIMITED
CONTENTS
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REX FEATURES LIMITED
COMPANY INFORMATION
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REX FEATURES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Rex Features Ltd (“Rex”), trading as a part of the Shutterstock Editorial business, provides editorial imagery, such as entertainment, sports and news images and videos, to a broad range of customers, and includes television producers, newspaper publishers, public relation companies, magazine publishers and charities, by providing a real time feed of editorial content and an extensive archive of photos.
The company represents contributor images and videos that are procured in a multitude of ways; whether it be through agencies, individual photographers, wholly owned purchased archives, strategic partners or by creating its own content. Rex is continuing to expand its presence in the editorial space by growing its technological platform and integrating content with the ultimate parent company Shutterstock Inc. in order to capitalise on the millions of customers visiting Shutterstock’s other web properties. Shutterstock, Inc. (the “Company” or “Shutterstock”) is a leading global creative platform connecting brands and businesses to high quality content. The Company’s platform brings together users and contributors of content by providing readily-searchable content that customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage the Company’s platform to assist with the entire creative process from ideation through creative execution. Business review and key financial indicators Revenue for the year has decreased to £8.1m (2024: £9.1m) which is consistent with the overall group’s decline in content revenues driven by weakness in customer acquisition and decrease in paid downloads. Cost of sales also decreased to £9.1m (2024: £12.3m), reflecting reductions in content-related costs and other direct expenditure. As a result, the gross loss improved to £1.0m (2024: £3.2m). Administrative costs have increased to £2.4m (2024: £1.6m), predominantly due to a bad debt provision recognised of £0.2m and a foreign exchange loss of £0.1m (2024: gain of £0.3m). The company ended the year with cash at bank and in hand of £1.1m (2024: £2.0m) and net liabilities of £28.9m (2024: net liabilities of £23.8m), which includes net intercompany liabilities of £29.7m (2024: £26.5m). During the year, the company recognised an impairment charge of £1.8m (2024: £nil) in respect of certain investments and intangible assets. This reflects uncertainty across the editorial sector, particularly as growth and profitability remain a challenge, but also factors in a wider reassessment of the group's operations following a long period of uncertainty during the Competition and Markets Authority review of the proposed Getty Images and Shutterstock merger and expectations that certain businesses may be divested (see post balance sheet events note below). These factors represented a significant change from the assumptions supporting prior valuations and resulted in management concluding that the recoverable value of the assets had materially declined by 31 December 2025.
We will continue to execute our strategy in 2026 and look to continue to leverage our editorial product with other Shutterstock Enterprise offerings to provide a full service offering to our customers.
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REX FEATURES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The continued use of our platform by customers and contributors is critical to our success. Our future performance largely depends on our ability to attract new, and retain existing, contributors and paying customers. We benefit from significant network effects: our growing audience of paying users attracts more content from contributors, which increases our content selection and in turn attracts additional paying customers, and therefore, we must regularly grow our customer base. Our ability to attract new customers and contributors, and to incentivise our customers to continue purchasing our products and our contributors to add new content to our marketplace depends on several factors, including:
• the features and functionality of our platform; • our current archive and demand to expand our content offering; • our customers’ and contributors’ user experience in using our platform; and • the quality and accuracy of our search algorithms. Our growth depends on our ability to innovate and add value to our existing platform and to provide our customers and contributors with a scalable, high performing technology infrastructure that can efficiently and reliably handle increased customer and contributor usage globally. These business risks are managed through effective technological development and innovation with a long term view, marketing and new product and service offerings, and by enhancing existing technology, products and services to meet customer requirements. We face risks resulting from the digital content in our collection such as unforeseen costs related to infringement claims, potential liability arising from indemnification claims and the inability to prevent misuse. Our digital content is licensed from copyright owners such as photographers and agencies who contribute content to our collection. Typically, we offer customers a one time, territory specific license to use the content for their editorial needs. Nevertheless, unauthorized parties have attempted, and may in the future attempt, to improperly use the digital content in our collection and such misuse of our content may result in lost revenue and increase our risk of litigation. We have controls in place to identify cases of misuse, and where favourable we proactively enforce our intellectual property rights through legal proceedings. Regardless of their merit, however, intellectual property and indemnification claims are time consuming, expensive to litigate or settle and cause significant diversion of management attention and could severely harm our financial condition and reputation, and adversely affect our business. Other risks include the following: • Price competition within the industry; • New competitors and their impact on the customer base; • Maintenance of customer contracts; • Financial conditions; • General economic conditions both in the UK and overseas; • Government policies and taxation; and • Laws and regulations relating to the handling of personal data.
This report was approved by the board and signed on its behalf.
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REX FEATURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The loss for the year, after taxation, amounted to £5,199,480 (2024 - loss £4,755,784).
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
Subsequent to year end the company sold its shareholdings in Shutterstock International Services EMEA Ltd and Shutterstock International Ventures Ltd to another group company.
On January 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. (NYSE:GETY) (“Getty Images”) (such transaction referred to herein as the “Merger”). On June 30, 2026, Getty Images filed a Current Report on Form 8-K announcing that its Board of Directors unanimously resolved to terminate the Merger Agreement. The Merger Agreement was terminated on July 7, 2026.
This report was approved by the board and signed on its behalf.
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REX FEATURES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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REX FEATURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REX FEATURES LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Rex Features Limited (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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REX FEATURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REX FEATURES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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REX FEATURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REX FEATURES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the intemal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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REX FEATURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REX FEATURES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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REX FEATURES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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REX FEATURES LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
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