VMEO Insider Filing: Petrocelli Retains 668,883 Shares After RSU Withholding

Rhea-AI Filing Summary

Robert Raymond Petrocelli, Chief Product & Tech Officer of Vimeo, Inc. (VMEO), reported a transaction on 09/09/2025 where 75,559 shares of common stock were withheld by the issuer to satisfy income tax and withholding obligations related to the net settlement of restricted stock units (RSUs). The filing clarifies this withholding does not represent a sale by the reporting person. After the withholding, the reporting person beneficially owned 668,883 shares in total, comprised of 480,000 previously awarded RSUs and 188,883 outstanding common shares.

Positive

• Insider retains substantial ownership: reporting person beneficially owns 668,883 shares after withholding
• Transaction was administrative: 75,559 shares withheld to satisfy tax obligations and explicitly not a sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax-withholding of RSUs reduced share count reported; no open-market sale indicated and substantial RSU holdings remain.

The Form 4 shows a common, administrative disposition coded as "F" for 75,559 shares withheld to satisfy tax withholding on RSU net settlement. This is explicitly described as not a sale by the reporting person. Post-transaction beneficial ownership is 668,883 shares, including 480,000 RSUs previously granted and 188,883 shares. For investors, the filing documents insider ownership levels and confirms retention of a substantial RSU position rather than a transfer via market sale.

Corporate Governance Specialist

TL;DR: Administrative withholding recorded; signature via attorney-in-fact formalizes the filing without indicating change in insider's economic stake beyond tax withholding.

The submission is signed by an attorney-in-fact on behalf of Mr. Petrocelli and records the issuer's withholding action on RSUs. The explanation clarifies the composition of the reported beneficial ownership: 480,000 RSUs plus 188,883 common shares equals 668,883 shares. No amendment or additional transactions are reported. This is a standard compliance disclosure under Section 16 and reflects internal tax settlement procedures rather than an active disposal by the insider.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PETROCELLI ROBERT RAYMOND

(Last) (First) (Middle)

C/O VIMEO, INC.

330 WEST 34TH STREET, 5TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vimeo, Inc. [ VMEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2025		F		75,559(1)	D	$4.81	668,883(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of restricted stock units ("RSUs") and does not represent a sale by the Reporting Person.

2. The total reported in Column 5 includes (i) grants totaling 480,000 RSUs previously awarded to the Reporting Person and (ii) 188,883 shares of the Issuer's common stock.

Remarks:

	/s/ Jessica Tracy, Attorney-in-Fact for Robert Petrocelli	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Robert Petrocelli report on Form 4 for VMEO?

The Form 4 reports that 75,559 shares were withheld by the issuer on 09/09/2025 to satisfy income tax and withholding related to RSU net settlement.

Does the Form 4 show a sale by the insider (VMEO)?

No. The filing explicitly states the withheld shares do not represent a sale by the reporting person.

How many shares does the reporting person beneficially own after the transaction (VMEO)?

The reporting person beneficially owns 668,883 shares following the reported transaction, comprising 480,000 RSUs and 188,883 common shares.

Who signed the Form 4 filing for Robert Petrocelli?

The Form 4 was signed by Jessica Tracy, Attorney-in-Fact for Robert Petrocelli on 09/11/2025.

What is the transaction code reported on the Form 4?

The transaction is reported with code F, indicating disposition due to tax withholding on RSU net settlement.