Form 4: Vimeo Director Sells All Shares in Merger

Vimeo Director Glenn Schiffman disposed of all his Vimeo shares and options following the company's merger with Bending Spoons US Inc. at $7.85 per share.

Summary

• Glenn Schiffman, a Director of Vimeo, Inc., reported transactions related to the merger of Vimeo with Bloomberg Merger Sub Inc., a wholly-owned subsidiary of Bending Spoons US Inc.
• The merger became effective on November 24, 2025, at which point Vimeo, Inc. transitioned to a wholly-owned subsidiary of Bending Spoons US Inc.
• All outstanding shares of Vimeo Common Stock were canceled and automatically converted into the right to receive $7.85 in cash per share, without interest and subject to applicable taxes (the "Merger Consideration").
• All outstanding Restricted Stock Units (RSUs) and Deferred Stock Units (Share Units), whether vested or unvested, were canceled and converted into the right to receive cash equal to the total number of shares underlying such units multiplied by the Merger Consideration.
• All outstanding options to purchase Common Stock, whether vested or unvested, were canceled and converted into the right to receive cash equal to the total number of shares underlying the option multiplied by the excess of the Merger Consideration ($7.85) over the option's exercise price.
• Any options with an exercise price equal to or greater than the Merger Consideration were canceled for no consideration.

Sentiment

Score: 7

Explanation: The reporting person successfully monetized all his equity holdings and in-the-money options at a fixed cash price as part of a corporate merger, indicating a positive financial outcome for the individual, despite some out-of-the-money options being canceled.

Positives

• Glenn Schiffman received cash for all his Vimeo common stock, Restricted Stock Units, and Deferred Stock Units at $7.85 per share.
• He also received cash for his in-the-money stock options, based on the difference between the $7.85 merger consideration and the option's exercise price.
• The merger provides a clear and definitive cash exit for former Vimeo shareholders at a predetermined value.

Negatives

• Options with an exercise price of $9.6081, totaling 129,880 shares, were canceled for no consideration because their exercise price was higher than the $7.85 Merger Consideration.

Risks

• The filing itself does not detail future risks for the now-private company. For former public shareholders, the risks associated with Vimeo's stock performance and public market volatility have been eliminated through the cash-out merger.

Future Outlook

The filing reports a completed merger, resulting in Vimeo, Inc. becoming a wholly-owned subsidiary of Bending Spoons US Inc. As a private entity, Vimeo will no longer provide public forward-looking statements or guidance.

Industry Context

This transaction represents the completion of a significant corporate action where a publicly traded technology company, Vimeo, was acquired and taken private by Bending Spoons. Such mergers often reflect strategic consolidation within the software or media technology sectors, potentially driven by market valuations, competitive pressures, or the acquirer's strategic growth objectives.

Corporate Governance

Related Party Transactions

• The filing details the terms of the merger, which is a transaction between the Issuer (Vimeo, Inc.) and Bending Spoons US Inc., impacting all shareholders and equity holders. This represents a change of control event rather than typical ongoing related party business dealings.

Stakeholder Impact

• Shareholders: Received $7.85 per share in cash for their common stock, RSUs, and Share Units, providing a liquidity event.
• Option Holders: Received cash for in-the-money options, while out-of-the-money options were canceled for no value.
• Company (Vimeo): Transitioned from a publicly traded entity to a wholly-owned private subsidiary, altering its operational and reporting structure.

Next Steps

• Vimeo, Inc. operates as a wholly-owned subsidiary of Bending Spoons US Inc.
• Former Vimeo shareholders have received the merger consideration for their equity holdings.

Key Dates

Keywords

Vimeo, VMEO, Bending Spoons, Merger, Acquisition, Form 4, Insider Transaction, Stock Sale, Options, Director, Corporate Action