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Vimeo Form 4: Director equity converted to cash at $7.85 in merger

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vimeo, Inc. (VMEO)11/24/2025, a total of 47,474.303 shares of Vimeo common stock and related equity units were disposed of at $7.85 per share, leaving him with no Vimeo common shares beneficially owned.

These holdings consisted of 44,444 shares underlying restricted stock units and 3,030.303 deferred stock units. Under the merger terms, each Vimeo common share was cancelled and converted into the right to receive $7.85 in cash, and each RSU and deferred stock unit was converted into a cash payment based on the same merger price.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows Vimeo director equity fully cashed out at $7.85 in merger.

This Form 4 details how Adam Cahan's Vimeo equity was treated when Vimeo merged into a subsidiary of Bending Spoons US Inc. on 11/24/2025. A total of 47,474.303 common-share equivalents were disposed of at $7.85 per share, reducing his reported common stock ownership to zero.

The filing explains that each share of Vimeo common stock was cancelled and converted into a cash right of $7.85, and each RSU and deferred stock unit was similarly converted to cash using the same price. From an investor perspective, this Form 4 is primarily confirmational of the merger’s equity treatment for this director rather than a new, thesis-changing event.

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
Estimated average burden
hours per response: 0.5
X
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*
Cahan Adam

(Last) (First) (Middle)
C/O VIMEO, INC.
330 WEST 34TH ST, 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025
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 11/24/2025 D(1) 47,474.303(2)(3) D $7.85(3) 0 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. 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.
2. Consists of 44,444 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") underlying restricted stock units ("RSUs") held by the Reporting Person and 3,030.303 deferred stock units credited to the Reporting Person pursuant to the 2021 Vimeo, Inc. Deferred Compensation Plan for Non-Employee Directors ("Share Units").
3. 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.
Remarks:
/s/ Jessica Tracy, Attorney-in-Fact for Adam Cahan 11/24/2025
** 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 does this Vimeo (VMEO) Form 4 report?

The Form 4 reports the cash-out of director Adam Cahan's Vimeo equity on 11/24/2025 in connection with Vimeo's merger into a subsidiary of Bending Spoons US Inc..

How many Vimeo (VMEO) shares and units did the reporting person dispose of?

The reporting person disposed of a total of 47,474.303 common-share equivalents, including 44,444 shares underlying RSUs and 3,030.303 deferred stock units.

What cash consideration did Vimeo (VMEO) shareholders receive in the merger?

Each share of Vimeo common stock was cancelled and converted into the right to receive $7.85 in cash, without interest and subject to applicable taxes.

How were Vimeo (VMEO) RSUs and deferred stock units treated in the merger?

Each outstanding RSU and deferred stock unit was cancelled and converted into a cash payment equal to the number of underlying shares multiplied by the $7.85 merger consideration.

What is the reporting person’s Vimeo (VMEO) ownership after this transaction?

Following the reported merger-related transactions, the Form 4 shows the reporting person beneficially owning 0 shares of Vimeo common stock.

Who acquired control of Vimeo (VMEO) as a result of this merger?

After the merger, Vimeo survived as a wholly owned subsidiary of Bending Spoons US Inc., which is associated with Bending Spoons S.p.A..
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