Vimeo director Adam Gross fully cashed out in $7.85 per-share deal

Rhea-AI Filing Summary

Vimeo, Inc. (VMEO) director Adam Gross reported the cash-out of his equity holdings in connection with the company’s merger with Bending Spoons US Inc. On November 24, 2025, a merger subsidiary of Bending Spoons US merged into Vimeo, making Vimeo a wholly owned subsidiary. At the effective time, 333,557.661 Vimeo common share equivalents held by Gross were disposed of, leaving him with 0 shares beneficially owned.

The total included 228,221 common shares, 66,666 restricted stock units and 38,670.660 deferred stock units. Under the merger terms, each common share was converted into the right to receive $7.85 in cash, and each RSU and deferred unit was converted into cash equal to its underlying share count multiplied by the same cash merger consideration.

Insights

Equity compensation and M&A specialist

Vimeo’s cash merger cashed out a director’s entire equity at $7.85 per share-equivalent.

The filing shows that Adam Gross, a director of Vimeo, Inc., had all of his equity-based interests converted to cash when Vimeo was acquired by Bending Spoons US Inc.. His position totaled 333,557.661 common share equivalents, combining 228,221 common shares, 66,666 restricted stock units, and 38,670.660 deferred stock units.

Under the merger agreement, effective on November 24, 2025, each common share was cancelled and converted into the right to receive $7.85 in cash. Each RSU and deferred stock unit was similarly converted into cash equal to its underlying share count times the same $7.85 merger consideration. After this transaction, Gross reported zero Vimeo shares beneficially owned, which aligns with Vimeo becoming a wholly owned subsidiary of the buyer.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gross Adam

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	333,557.661	$7.85	$2.62M

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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 228,221 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), 66,666 shares of Common Stock underlying restricted stock units ("RSUs") held by the Reporting Person and 38,670.660 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Gross 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)		333,557.661(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 228,221 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), 66,666 shares of Common Stock underlying restricted stock units ("RSUs") held by the Reporting Person and 38,670.660 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 as Attorney-in-Fact for Adam Gross	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 did the Vimeo (VMEO) Form 4 filed for Adam Gross report?

The Form 4 reports that director Adam Gross disposed of all his Vimeo equity interests totaling 333,557.661 common share equivalents in connection with the company’s merger with Bending Spoons US Inc..

How many Vimeo shares did Adam Gross beneficially own after the merger?

Following the merger effective on November 24, 2025, Adam Gross reported owning 0 shares of Vimeo common stock beneficially.

What types of Vimeo (VMEO) equity did Adam Gross hold before the merger?

Before the merger, his holdings consisted of 228,221 common shares, 66,666 restricted stock units and 38,670.660 deferred stock units credited under Vimeo’s 2021 Deferred Compensation Plan for non-employee directors.

What cash consideration did Vimeo shareholders receive in the Bending Spoons US merger?

Under the merger agreement, each outstanding 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 restricted stock units and deferred stock units treated in the merger?

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

What transaction date is shown on the Vimeo (VMEO) Form 4 for Adam Gross?

The earliest transaction date reported on the Form 4 is November 24, 2025, which is also identified as the effective time of the merger.