Bending Spoons closes $1.38B cash acquisition of Vimeo (VMEO)

Rhea-AI Filing Summary

Vimeo, Inc. has been acquired by Bending Spoons US Inc., with Bloomberg Merger Sub Inc. merging into Vimeo so that Vimeo now operates as a wholly owned subsidiary of Bending Spoons US. Each outstanding share of Vimeo common stock and Class B common stock (other than specified excluded and dissenting shares) was converted into the right to receive $7.85 in cash per share, without interest, resulting in aggregate cash consideration of about $1.38 billion.

Following the merger, trading of Vimeo’s common stock on Nasdaq was suspended and Vimeo has requested delisting and plans to deregister its shares and terminate its SEC reporting obligations. Existing directors resigned at the effective time and were replaced by the former Merger Sub directors, while Vimeo’s prior officers continue in their roles. Vimeo’s certificate of incorporation and bylaws were amended and restated to match those of Merger Sub.

Insights

M&A and public‑markets analyst

Vimeo completed a $1.38B cash sale and will leave public markets.

The transaction converts each share of Vimeo common and Class B common stock into the right to receive $7.85 in cash, for total consideration of about $1.38 billion. This marks the closing of the previously announced merger in which Bloomberg Merger Sub Inc. combined with Vimeo, making Vimeo a wholly owned subsidiary of Bending Spoons US Inc..

As part of the deal, Vimeo notified Nasdaq, trading was suspended before the November 24, 2025 open, and delisting on Form 25 is being pursued. Vimeo also plans to file Form 15 to terminate Section 12 registration and suspend reporting duties under Sections 13 and 15(d). For former public shareholders, this effectively ends liquidity on Nasdaq, replacing it with the fixed cash consideration per share.

Governance has shifted: all listed Vimeo directors resigned at the effective time and the former Merger Sub directors became the board of the surviving corporation, while Vimeo’s existing officers continue. The charter and bylaws were amended and restated to mirror those of Merger Sub, aligning the private company’s governing documents with the new ownership structure.

8-K Event Classification

7 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

7 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 11/24/2025 - 05:19 PM Learn about SEC filing dates

FAQ

What did Bending Spoons pay to acquire Vimeo (VMEO)?

Bending Spoons US Inc. acquired Vimeo, Inc. for aggregate cash consideration of approximately $1.38 billion, with each share of Vimeo common and Class B common stock converted into the right to receive $7.85 in cash, without interest.

How much cash per share will Vimeo (VMEO) stockholders receive in the merger?

At the effective time of the merger, each issued and outstanding share of Vimeo common stock and Class B common stock (other than specified excluded and dissenting shares) was converted into the right to receive $7.85 in cash, without interest.

What happens to Vimeo (VMEO) Nasdaq listing after the Bending Spoons acquisition?

In connection with the merger, Vimeo notified Nasdaq of the transaction, requested that Nasdaq file a Form 25 to remove the common stock from listing, and trading on Nasdaq was suspended prior to the opening on November 24, 2025.

Will Vimeo (VMEO) continue filing reports with the SEC after the merger?

Vimeo intends to file a Form 15 under the Exchange Act to terminate its Section 12 registration and reporting obligations under Section 13 and to suspend its reporting obligations under Section 15(d) with respect to the common stock.

Did control of Vimeo change as a result of the merger with Bending Spoons?

Yes. At the effective time of the merger, a change of control occurred. Bloomberg Merger Sub Inc. merged with and into Vimeo, and Vimeo now continues as the surviving corporation and a direct wholly owned subsidiary of Bending Spoons US Inc..

What changes occurred to Vimeo’s board and officers after the merger closed?

Effective at the merger closing, all listed Vimeo directors resigned. The directors of Bloomberg Merger Sub Inc. became the initial directors of the surviving corporation, while the officers of Vimeo immediately prior to the effective time continue as the officers of the surviving corporation.

Were Vimeo’s charter and bylaws modified in connection with the merger?

At the effective time, Vimeo’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately before the merger.

false --12-31 0001837686 0001837686 2025-11-24 2025-11-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 24, 2025

VIMEO, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-40420		85-4334195
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

330 West 34th Street, 5th Floor New York, NY 10001		10001
(Address of principal executive offices)		Zip Code

(Registrant’s telephone number, including area code): (212) 524-8791

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01		VMEO		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On November 24, 2025, Bending Spoons US Inc. (“Bending Spoons US”) completed the acquisition of Vimeo, Inc., a Delaware corporation (“Vimeo” or the “Company”) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of September 10, 2025 (the “Merger Agreement”), by and among Bending Spoons US, Bloomberg Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bending Spoons US (“Merger Sub”), Bending Spoons S.p.A., an Italian societá per azioni (solely for purposes of the sections specified therein) and the Company. Pursuant to the Merger Agreement, Merger Sub merged with and into Vimeo (the “Merger”), with Vimeo surviving the Merger and becoming a wholly owned subsidiary of Bending Spoons US.

At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and each share of Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock” and, together with the Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than dissenting shares and shares to be canceled or converted) was converted into the right to receive $7.85 in cash, without interest (the “Merger Consideration”).

The Merger Agreement provides for certain treatment of Vimeo’s outstanding options to purchase shares of Company Common Stock, stock appreciation rights, restricted stock units and restricted shares of Company Common Stock. For additional information regarding the Merger Agreement’s treatment of the Company equity awards, please see Vimeo’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2025, which is incorporated herein by reference.

The aggregate consideration for the acquisition of Vimeo was approximately $1.38 billion in cash.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on September 10, 2025 and which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

On November 24, 2025, in connection with the completion of the Merger, Vimeo notified the NASDAQ Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq delist the Common Stock and file with the SEC a notification of removal from listing on Form 25 to report that the Common Stock will no longer be listed on Nasdaq. Trading of the Common Stock on Nasdaq was suspended prior to the opening of trading on November 24, 2025.

Vimeo intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934 (“Exchange Act”), requesting the termination of Vimeo’s Section 12 registration and reporting obligations under Section 13 of the Exchange Act and the suspension of Vimeo’s reporting obligations under Section 15(d) of the Exchange Act, in each case with respect to the Common Stock.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

In connection with the Merger and at the Effective Time, holders of the Company Common Stock immediately prior to such time ceased to have any rights as stockholders in Vimeo (other than their right to receive Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

In connection with the Merger and at the Effective Time, a change of control of Vimeo occurred and Merger Sub has been merged with and into Vimeo, with Vimeo continuing as the surviving corporation and as a direct wholly-owned subsidiary of Bending Spoons US.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Adam Cahan, Adam Gross, Jay Herratti, Lydia Jett, Kirsten Kliphouse, Mo Koyfman, Philip Moyer, Glenn H. Schiffman and Alexander von Fürstenberg resigned from the board of directors of Vimeo.

From and after the Effective Time, until the earlier of their death, resignation or removal or until successors are duly elected, designated and qualified in accordance with the surviving corporation’s certificate of incorporation and bylaws, (i) the directors of Merger Sub immediately prior to the Effective Time shall be appointed as the initial directors of the surviving corporation and (ii) the officers of Vimeo immediately prior to the Effective Time shall be the officers of the surviving corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, Vimeo’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws were amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, and are filed herewith as Exhibits 3.1 and 3.2, respectively, to this Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 10, 2025, among Vimeo, Inc., Bending Spoons US Inc., Bending Spoons S.p.A., and Bloomberg Merger Sub Inc.* (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 10, 2025)
3.1		Amended and Restated Certificate of Incorporation of Vimeo, Inc.
3.2		Amended and Restated Bylaws of Vimeo, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by SEC.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2025

	VIMEO, INC.
	By:		/s/ Jessica Tracy
			Name: Jessica Tracy
			Title: General Counsel & Secretary