Vimeo Swings to Loss Amidst Merger Costs, Revenue Stagnates

TL;DR

**Vimeo's Q3 loss and flat revenue confirm the Bending Spoons buyout is a necessary exit, not a growth story.**

AI Summary

Vimeo, Inc. reported a net loss of $2.336 million for the three months ended September 30, 2025, a significant decline from net earnings of $9.282 million in the same period of 2024. For the nine months ended September 30, 2025, the company posted a net profit of $33,000, a sharp drop from $25.476 million in the prior year. Revenue saw a slight increase to $105.756 million for the three months ended September 30, 2025, up from $104.564 million in 2024, but a marginal decrease for the nine-month period to $313.440 million from $313.850 million. Operating expenses surged to $86.933 million for the quarter, up from $75.491 million, primarily driven by increases in research and development, sales and marketing, and general and administrative expenses. A key business change is the pending all-cash merger with Bending Spoons US Inc., valued at approximately $1.38 billion, with shareholders set to receive $7.85 per share. The company incurred $5.9 million in transaction costs related to this merger during the quarter, contributing to the increased general and administrative expenses. Risks include the uncertainty of the merger's completion, potential termination fees of $40.1 million, and the company's history of losses.

Why It Matters

This filing is critical for investors as Vimeo is undergoing a significant transition with its pending acquisition by Bending Spoons for $1.38 billion, or $7.85 per share. The shift from profit to loss, coupled with stagnant revenue, raises questions about Vimeo's standalone viability and growth trajectory had the merger not been announced. For employees, the merger means a change in ownership and potential restructuring, impacting job security and company culture. Customers might see changes in product development and service offerings under new management. In the broader market, this acquisition highlights consolidation trends in the SaaS video platform space, with a European tech firm acquiring a U.S. competitor, potentially intensifying competition for rivals like Wistia or Brightcove.

Risk Assessment

Risk Level: high — The risk level is high due to the pending merger with Bending Spoons. If the merger is not completed, Vimeo may be required to pay a termination fee of $40.1 million, which is substantial given its net earnings of only $33,000 for the nine months ended September 30, 2025. Furthermore, the company reported a net loss of $2.336 million for the three months ended September 30, 2025, indicating operational challenges even without the merger uncertainty.

Analyst Insight

Investors holding Vimeo shares should monitor the November 19, 2025 stockholder meeting closely for the merger approval, as the $7.85 per share cash offer represents a clear exit strategy. Those considering new positions should be aware of the significant downside risk if the merger fails, including the $40.1 million termination fee and the company's recent operational losses.

Financial Highlights

debt To Equity

N/A

revenue

$105.756M

operating Margin

-4.3%

total Assets

$634.310M

total Debt

N/A

net Income

-$2.336M

eps

-$0.01

gross Margin

77.8%

cash Position

$320.648M

revenue Growth

+1.1%

Revenue Breakdown

Key Numbers

• $105.756M — Revenue (Q3 2025) (Slight increase from $104.564M in Q3 2024)
• $2.336M — Net Loss (Q3 2025) (Swing from $9.282M net earnings in Q3 2024)
• $33K — Net Earnings (9 Months 2025) (Significant drop from $25.476M in 9 months 2024)
• $1.38B — Merger Value (All-cash transaction value with Bending Spoons)
• $7.85 — Per Share Merger Price (Cash amount Vimeo shareholders will receive)
• $40.1M — Potential Termination Fee (Vimeo's liability if the Bending Spoons merger fails)
• $5.9M — Merger Transaction Costs (Q3 2025) (Included in General and administrative expenses)
• 167,349,604 — Total Shares Outstanding (As of October 23, 2025)
• $366.290M — Accumulated Deficit (Sept 30, 2025) (Reflects historical losses)
• $320.648M — Cash and Cash Equivalents (Sept 30, 2025) (Slight decrease from $325.276M at Dec 31, 2024)

Key Players & Entities

• Vimeo, Inc. (company) — registrant in 10-Q filing
• Bending Spoons US Inc. (company) — acquiring company in pending merger
• Bloomberg Merger Sub Inc. (company) — wholly owned subsidiary of Parent in merger agreement
• The Nasdaq Stock Market LLC (regulator) — exchange where Vimeo common stock is listed
• Securities and Exchange Commission (regulator) — regulatory body for 10-Q filing
• $1.38 billion (dollar_amount) — total value of the pending merger
• $7.85 (dollar_amount) — cash per share for Vimeo shareholders in merger
• $40.1 million (dollar_amount) — potential termination fee payable by Vimeo if merger fails
• $2.336 million (dollar_amount) — net loss for Vimeo for the three months ended September 30, 2025
• $5.9 million (dollar_amount) — transaction costs incurred by Vimeo for the pending merger

FAQ

Risk Factors

• Merger Completion Uncertainty [high — legal]: The pending all-cash merger with Bending Spoons US Inc. valued at $1.38 billion faces uncertainty regarding its completion. If the merger does not close under certain circumstances, Vimeo may be required to pay a termination fee of $40.1 million, representing a significant financial penalty.
• History of Net Losses [high — financial]: Vimeo reported a net loss of $2.336 million for Q3 2025, a substantial swing from net earnings of $9.282 million in Q3 2024. The nine-month period also saw a sharp drop in net profit to $33,000 from $25.476 million, indicating a persistent challenge in achieving profitability.
• Increasing Operating Expenses [medium — operational]: Total operating expenses surged to $86.933 million in Q3 2025 from $75.491 million in Q3 2024. This increase was primarily driven by higher research and development, sales and marketing, and general and administrative expenses, including $5.9 million in merger transaction costs.
• Merger Transaction Costs [medium — financial]: The company incurred $5.9 million in transaction costs related to the Bending Spoons merger during Q3 2025, which are included in general and administrative expenses. Additional costs are expected upon completion, potentially impacting near-term profitability.
• Accumulated Deficit [medium — financial]: Vimeo has an accumulated deficit of $366.290 million as of September 30, 2025, reflecting its history of net losses. This indicates that cumulative losses have exceeded cumulative profits since the company's inception.
• Post-Merger Delisting and Deregistration [medium — market]: If the merger is consummated, Vimeo's common stock will no longer be publicly traded on the Nasdaq, and the company will deregister its stock. This means existing shareholders will cease to have an ownership interest, and Vimeo will no longer file periodic reports with the SEC.
• Dependence on SaaS Model [low — operational]: Vimeo operates on a software-as-a-service (SaaS) model, primarily deriving revenue from fixed subscription fees. While this provides recurring revenue, it also exposes the company to risks associated with customer retention, competition, and the need for continuous product innovation.

Industry Context

Vimeo operates in the competitive video experience platform and SaaS market, offering tools for video hosting, creation, editing, and analytics. The industry is characterized by rapid technological advancements, increasing demand for video content across all sectors, and a growing number of players offering specialized solutions. Key trends include the rise of AI-powered video tools, the expansion of enterprise video solutions, and the ongoing shift towards cloud-based platforms.

Regulatory Implications

As a publicly traded company, Vimeo is subject to SEC regulations and reporting requirements. The pending merger with Bending Spoons will trigger specific disclosure obligations and require shareholder approval. If the merger is completed, Vimeo will cease to be a public company, and its reporting obligations to the SEC will terminate.

What Investors Should Do

1. Monitor Merger Progress
2. Analyze Operating Expense Trends
3. Evaluate Revenue Segment Performance
4. Assess Cash Position and Burn Rate

Key Dates

• 2025-09-10: Entered into Agreement and Plan of Merger with Bending Spoons US Inc. — Initiated the process for an all-cash acquisition of Vimeo, setting the terms and valuation of the deal.
• 2025-09-30: End of Third Quarter 2025 — Reporting period for the Q3 2025 financial results, showing a net loss and increased operating expenses.
• 2025-10-21: Record date for Vimeo shareholders to vote on the merger — Determines which shareholders are eligible to vote on the proposed acquisition by Bending Spoons.
• 2025-11-19: Vimeo shareholder meeting to vote on the merger — Key date for shareholder approval of the Bending Spoons acquisition.

Glossary

SaaS

Software-as-a-Service. A software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (Vimeo operates primarily on this model, generating revenue from subscription fees for its video tools.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net profits. It represents a deficit in shareholders' equity. (Vimeo has a significant accumulated deficit of $366.290 million, indicating a history of net losses.)

Deferred Revenue

Revenue that has been received by a company but not yet earned. It is recognized as revenue over the period the service is provided. (Vimeo has $167.712 million in deferred revenue, representing future revenue from existing subscriptions.)

Merger Agreement

A legal contract outlining the terms and conditions of a merger between two companies. (This is the agreement under which Bending Spoons US Inc. plans to acquire Vimeo.)

Termination Fee

A penalty paid by one party to another if a contract is terminated under specific conditions. (Vimeo may have to pay a $40.1 million termination fee if the merger with Bending Spoons fails under certain circumstances.)

Goodwill

An intangible asset that arises when a company acquires another company for a price greater than the fair value of its identifiable net assets. (Vimeo has $245.406 million in goodwill, likely from past acquisitions.)

Intangible assets with definite lives, net

Non-physical assets that have a limited useful life and are subject to amortization, such as capitalized software development costs. (This category includes capitalized internal-use software development costs, which are amortized over their estimated useful life.)

Year-Over-Year Comparison

Compared to the prior year's nine-month period, Vimeo's financial performance has deteriorated significantly. Revenue for the nine months ended September 30, 2025, is slightly down to $313.440 million from $313.850 million in 2024. More critically, net earnings have plummeted from $25.476 million to a mere $33,000. Operating expenses have surged by over $21 million for the nine-month period, contributing to the sharp decline in profitability. New risks related to the pending merger, including transaction costs and a potential termination fee, have emerged since the last filing.

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share VMEO The Nasdaq Stock Market

Filing Documents

• vmeo-20250930.htm (10-Q) — 1260KB
• ex-311x20250930.htm (EX-31.1) — 12KB
• ex-312x20250930.htm (EX-31.2) — 12KB
• ex-321x20250930.htm (EX-32.1) — 6KB
• ex-322x20250930.htm (EX-32.2) — 6KB
• vmeo-20250930_g1.jpg (GRAPHIC) — 13KB
• 0001837686-25-000110.txt ( ) — 5737KB
• vmeo-20250930.xsd (EX-101.SCH) — 32KB
• vmeo-20250930_cal.xml (EX-101.CAL) — 51KB
• vmeo-20250930_def.xml (EX-101.DEF) — 170KB
• vmeo-20250930_lab.xml (EX-101.LAB) — 457KB
• vmeo-20250930_pre.xml (EX-101.PRE) — 323KB
• vmeo-20250930_htm.xml (XML) — 753KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 36 Item 4.

Controls and Procedures

Controls and Procedures 37 PART II Item 1.

Legal Proceedings

Legal Proceedings 38 Item 1A.

Risk Factors

Risk Factors 38 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40 Item 5. Other Information 41 Item 6. Exhibits 42

Signatures

Signatures 44 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "will," "may", "could," "should," "would," "anticipates," "estimates," "expects," "plans," "projects," "forecasts," "intends," "targets," "seeks" and "believes," as well as variations of these words, among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to Vimeo's future results of operations and financial condition, business strategy, and plans and objectives of management for future operations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions. Actual results could differ materially from those contained in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the announcement and pendency of the proposed Merger (as defined below) could have an adverse effect on our business and results of operations, including our relationships with third-party vendors, customers, users and employees, the time and resources dedicated to the completion of the Merger and our inability to pursue alternative business opportunities or make appropriate changes to our business because of the Merger Agreement (as defined below), uncertainties as to the expected timing and completion of the Merger, including the possibility that the Merger Agreement will be terminated, including under circumstances which may require us to pay a termination fee, and that various closing conditions for the transactions may not be satisfied, including the approval of our stockholders, or waived and that our stock price will be adv

Consolidated Financial Statements

Item 1. Consolidated Financial Statements VIMEO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) September 30, 2025 December 31, 2024 (In thousands, except par value amounts) ASSETS Cash and cash equivalents $ 320,648 $ 325,276 Accounts receivable, net 21,576 24,648 Prepaid expenses and other current assets 23,441 24,732 Total current assets 365,665 374,656 Leasehold improvements and equipment, net 452 456 Goodwill 245,406 245,406 Intangible assets with definite lives, net 5,576 1,239 Other non-current assets 17,211 21,064 TOTAL ASSETS $ 634,310 $ 642,821 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Accounts payable, trade $ 3,855 $ 4,473 Deferred revenue 167,712 161,923 Accrued expenses and other current liabilities 60,915 56,027 Total current liabilities 232,482 222,423 Other long-term liabilities 8,533 11,601 Commitments and contingencies SHAREHOLDERS' EQUITY: Common stock, $ 0.01 par value; 1,600,000 shares authorized; 167,480 and 161,993 shares issued and 157,684 and 156,047 shares outstanding, respectively 1,675 1,620 Class B common stock, $ 0.01 par value; 400,000 shares authorized; 9,399 shares issued and outstanding, respectively 94 94 Preferred stock, $ 0.01 par value; 100,000 shares authorized; no shares issued and outstanding — — Additional paid-in capital 808,654 801,367 Accumulated deficit ( 366,290 ) ( 366,323 ) Accumulated other comprehensive loss ( 565 ) ( 1,180 ) Treasury stock, at cost, 9,796 and 5,946 shares, respectively ( 50,273 ) ( 26,781 ) Total shareholders' equity 393,295 408,797 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 634,310 $ 642,821 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 5 Table of Contents VIMEO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands, except per share data) Reve

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1— ORGANIZATION AND BASIS OF PRESENTATION Description of Business Vimeo is the world's most innovative video experience platform, providing a full breadth of video tools through a software-as-a-service ("SaaS") model. Our core focus is transforming how people create and share videos by providing cutting-edge products and a platform that bridges technology with creative innovation. We provide a turnkey cloud-based solution that eliminates barriers to using video and solves essential video needs, including video hosting and management, intuitive video creation and editing, insightful analytics, AI language translations, and enterprise tools. Unless otherwise stated in this Quarterly Report on Form 10-Q, references to "Vimeo," the "Company," "we," "our" or "us" refers to Vimeo, Inc. and its consolidated subsidiaries. Pending Merger with Bending Spoons As previously disclosed, on September 10, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bending Spoons US Inc., a Delaware corporation ("Parent"), Bending Spoons S.p.A., an Italian societ per azioni (solely for purposes of the sections specified therein) ("Guarantor"), and Bloomberg Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"). The board of directors of the Company (the "Board") unanimously approved the Merger and the Merger Agreement. The Merger Agreement is an all-cash transaction valued at approximately $ 1.38 billion. Under the terms of the Merger Agreement, Vimeo shareholders will receive $ 7.85 per share in cash for each share of Vimeo capital stock that they own. The stockholders of the Company, who are of record as of October 21, 2025, will vote on the Merger and the Merger Agreement a

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited) Significant estimates and judgments inherent in the preparation of the accompanying consolidated financial statements include those related to: the recoverability of goodwill; contingencies; unrecognized tax benefits; and the valuation allowance for deferred income tax assets, among others. Vimeo bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that Vimeo considers relevant. Significant Accounting Policies There have been no material changes from the significant accounting policies previously disclosed in Part II, Item 8, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on February 19, 2025, except for the addition of the following significant accounting policy. Internal-use software development costs The Company capitalizes certain internal and external costs related to the development of internal-use software during the application development stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Capitalized internal-use software development costs are included within "Intangible assets with definite lives, net" on the consolidated balance sheet. Amortization of capitalized internal-use software development costs begins when the internal-use software is ready for its intended use and is recognized over the estimated useful life of the software, which is generally three years , and is included in "Amortization of intangibles" in the consolidated statement of operations. Recent Accounting Pronouncements In December 2023, Accounting Standards Update ("ASU") 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures was issued, and requires disclosure of disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This guidanc

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited) NOTE 2— REVENUE Revenue Recognition Vimeo's revenue is derived primarily from fixed SaaS subscription fees paid by customers. Subscription periods generally range from one month to three years , with the most common being an annual subscription, and are generally non-cancellable. Vimeo accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The transaction price, which generally reflects the fixed SaaS subscription fees listed in the terms of the contract, is the amount of consideration Vimeo expects to be entitled to in exchange for access to the Vimeo platform. The transaction price is recognized as revenue on a straight-line basis over the contractual term of the arrangement beginning on the date access is provided to the Vimeo platform, which is considered to be a series of distinct services that comprise a single performance obligation and have the same pattern of transfer over the contractual term. Estimates of variable consideration are not significant. Disaggregated revenue is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In thousands) Revenue: Self-Serve $ 58,743 $ 58,356 $ 172,410 $ 175,837 Vimeo Enterprise 25,503 21,675 74,924 60,193 OTT 11,881 12,358 36,392 38,058 Add-Ons 8,025 9,508 24,804 30,502 Other 1,604 2,667 4,910 9,260 Total $ 105,756 $ 104,564 $ 313,440 $ 313,850 Revenue by geography is based on where the customer is located. The United States was the only country from which revenue constituted greater than 10 % of total revenue of the Company for the three and nine months ended September 30, 2025 and 2024 . Revenue by geography is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2

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