Vimeo (VMEO) director equity cashed out in Bending Spoons deal
Rhea-AI Filing Summary
Vimeo, Inc. (VMEO) director Glenn H. Schiffman reported the cash-out of his equity holdings in connection with Vimeo’s merger with Bending Spoons US Inc. At the merger’s effective time on 11/24/2025, each share of Vimeo common stock was cancelled and converted into the right to receive $7.85 in cash, and his total of 387,404.184 common-stock and related units was disposed of at that cash amount. Restricted stock units and deferred stock units were also cancelled and converted into cash based on the $7.85 per-share merger consideration. All outstanding stock options were cancelled; in-the-money options were converted into cash equal to the number of underlying shares multiplied by the excess of $7.85 over the option’s exercise price, while options with exercise prices at or above $7.85 were cancelled for no payment.
Positive
- None.
Negative
- None.
Insights
Vimeo’s merger triggers full cash settlement of this director’s equity.
The filing shows how the Bending Spoons US acquisition of Vimeo, Inc. affects director Glenn H. Schiffman’s equity. At the effective time on 11/24/2025, each Vimeo common share was converted into the right to receive $7.85 in cash, so his 387,404.184 common-related units were fully cashed out.
The filing also clarifies treatment of stock-based awards. Each restricted stock unit and deferred stock unit was cancelled and converted into cash equal to the number of underlying shares multiplied by the $7.85 merger consideration. This effectively accelerates value recognition for these awards in a single transaction.
Stock options were handled based on their exercise prices. For each option, cash consideration equals the underlying share count multiplied by the excess of $7.85 over the exercise price; options with exercise prices at or above $7.85 were simply cancelled with no payment. Subsequent disclosures in company or acquirer materials may provide additional context on the overall merger economics for other holders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Option to Purchase Common Stock | 250,000 | $0.00 | -- |
| Disposition | Option to Purchase Common Stock | 245,148 | $0.00 | -- |
| Disposition | Option to Purchase Common Stock | 243,525 | $0.00 | -- |
| Disposition | Option to Purchase Common Stock | 129,880 | $0.00 | -- |
| Disposition | Common Stock | 387,404.184 | $7.85 | $3.04M |
Footnotes (1)
- This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger, dated as of September 10, 2025 (the "Merger Agreement"), by and among the Issuer, Bending Spoons US Inc. ("Bending Spoons US"), Bending Spoons S.p.A. and Bloomberg Merger Sub Inc., a wholly-owned subsidiary of Bending Spoons US ("Merger Sub"). On November 24, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Bending Spoons US. Consists of 124,627 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), 250,000 shares of Common Stock underlying restricted stock units ("RSUs") held by the Reporting Person, and 12,777.184 deferred stock units credited to the Reporting Person pursuant to the 2021 Vimeo, Inc. Deferred Compensation Plan for Non-Employee Directors ("Share Units"). Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each outstanding share of Common Stock was cancelled and automatically converted into the right to receive $7.85 in cash, without interest and subject to any applicable withholding or other taxes (the "Merger Consideration"), and (ii) each outstanding RSU (including each Share Unit), whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to (x) the total number of shares underlying such RSU or Share Unit, multiplied by (y) the Merger Consideration. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Common Stock ("Option") that was outstanding and unexercised, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to (x) the total number of shares underlying the Option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Option. Any Option with an exercise price equal to or greater than the Merger Consideration was canceled for no consideration.
