As filed with the Securities and Exchange Commission on ~~August~~October 428, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________

Commission File No. 001-40420

VIMEO, INC.

(Exact name of registrant as specified in its charter)


Delaware						85-4334195
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

330 West 34th Street, 5th Floor New York, New York 10001

(Address of registrant's principal executive offices)

(212) 524-8791

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, par value $0.01 per share	VMEO	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 3123, 2025, the following shares of the registrant's common stock were outstanding:

Common Stock			~~156~~157,~~311~~950,~~058~~354
Class B common stock			9,399,250
Total			~~165~~167,~~710~~349,~~308~~604

TABLE OF CONTENTS

		PageNumber
PART I
Item 1.	Consolidated Financial Statements	5
	Vimeo, Inc. and Subsidiaries
	Consolidated Balance Sheet	5
	Consolidated Statement of Operations	6
	Consolidated Statement of Comprehensive Operations	7
	Consolidated Statement of Shareholders' Equity	8
	Consolidated Statement of Cash Flows	9
	Note 1—Organization and Basis of Presentation	10
	Note 2—Revenue	1112
	Note 3—Income Taxes	13
	Note 4—Fair Value Measurements	1314
	Note 5—Shareholders' Equity	1415
	Note 6—Accumulated Other Comprehensive Loss	1516
	Note 7—Earnings Per Share	16
	Note 7—(Loss) Earnings Per Share	17
	Note 8—Financial Statement Details	1718
	Note 9—Contingencies	1819
	Note 10—Related Party Transactions	21
	Note 11—Restructuring	21
	Note 12—Segment Information	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations ~~for Vimeo~~	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3536
Item 4.	Controls and Procedures	3637
PART II
Item 1.	Legal Proceedings	3738
Item 1A.	Risk Factors	3738
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3740
Item 5.	Other Information	3841
Item 6.	Exhibits	3942
	Signatures	4144

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 adversely impacted in the event the Merger is not consummated,

•we have a history of losses,

•our prior rapid growth may not be indicative of future performance,

•our total addressable market may prove to be smaller than we expect,

•our ability to read data and make forecasts may be limited,

•we may not have the right product/market fit and may not be able to attract free users or paid subscribers,

•we may not be able to convert our free users into subscribers,

•competition in our market is intense,

•we may not be able to scale our business effectively,

•we may need additional funding as we continue to grow our business,

•our use or the capabilities of artificial intelligence ("AI") in our offerings may result in reputational harm, cost and liability,

•we may experience service interruptions,

•hosting and delivery costs may increase unexpectedly,

•our business may be vulnerable to changes in political and economic conditions globally, including the effects of tariffs and other trade measures,

•our business involves hosting large quantities of user-generated content,

•we have been sued for hosting content that allegedly infringed on a third-party copyright,

•we may face liability for hosting a variety of tortious or unlawful materials, and we have faced and may continue to face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law,

•we collect, store, and process large amounts of content and personal information, which may be subject to new and evolving regulations, and any loss of or unauthorized access to such data could materially impact our business,

•if our business becomes constrained by changing legal and regulatory requirements, including with respect to privacy, data security and data protection, consumer protection, and user-generated content, or enforcement by government regulators, including fines, orders or consent decrees in the United States ("U.S.") or other jurisdictions in which we operate, our operating results will suffer,

•our success will depend upon our continued ability to attract, motivate and retain highly skilled individuals worldwide and manage executive transitions,

•we have been the target of cyberattacks by malicious actors and may be in the future,

•we have faced claims that we infringe third-party intellectual property rights, and

•the risks described or referred to in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.

Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified by these cautionary statements.

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

VIMEO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
	(In thousands, except par value amounts)
ASSETS
Cash and cash equivalents	$	~~302~~320,~~956~~648	$	325,276
Accounts receivable, net	2421,~~439~~576		24,648
Prepaid expenses and other current assets	2223,~~969~~441		24,732
Total current assets	~~350~~365,~~364~~665		374,656
Leasehold improvements and equipment, net	~~513~~452		456
Goodwill	245,406		245,406
Intangible assets with definite lives, net	5,~~048~~576		1,239
Other non-current assets	1917,~~307~~211		21,064
TOTAL ASSETS	$	~~620~~634,~~638~~310	$	642,821
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable, trade	$	3,~~215~~855	$	4,473
Deferred revenue	~~170~~167,~~724~~712		161,923
Accrued expenses and other current liabilities	4660,~~047~~915		56,027
Total current liabilities	~~219~~232,~~986~~482		222,423
Other long-term liabilities	98,~~560~~533		11,601
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value; 1,600,000 shares authorized; 165,780 and 161,993 shares issued and 155,984 and 156,047 shares outstanding, respectively	1,658		1,620
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	~~803~~808,~~691~~654		801,367
Accumulated deficit	(~~363~~366,~~954~~290)		(366,323)
Accumulated other comprehensive loss	(~~124~~565)		(1,180)
Treasury stock, at cost, 9,796 and 5,946 shares, respectively	(50,273)		(26,781)
Total shareholders' equity	~~391~~393,~~092~~295		408,797
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	~~620~~634,~~638~~310	$	642,821

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

VIMEO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands, except per share data)
Revenue	$	~~104~~105,~~650~~756	$	104,~~376~~564	$	~~207~~313,~~684~~440	$	~~209~~313,~~286~~850
Cost of revenue (exclusive of depreciation shown separately below)	23,~~147~~414		2221,~~678~~708		4770,~~201~~615		4667,~~121~~829
Gross profit	8182,~~503~~342		8182,~~698~~856		~~160~~242,~~483~~825		~~163~~246,~~165~~021
Operating expenses:
Research and development expense	2931,~~789~~208		26,~~972~~588		6092,~~975~~183		5581,~~107~~695
Sales and marketing expense	30,~~260~~440		2728,~~676~~799		6394,~~618~~058		5988,~~981~~780
General and administrative expense	1724,~~194~~832		19,~~087~~655		3762,~~331~~163		3756,~~121~~776
Depreciation	4762		~~154~~102		91153		~~211~~313
Amortization of intangibles	~~489~~391		~~348~~347		~~836~~1,227		~~695~~1,042
Total operating expenses	7786,~~779~~933		7475,~~237~~491		~~162~~249,~~851~~784		~~153~~228,~~115~~606
Operating income (loss)	3,724		7,461		(2,368)		10,050
Operating (loss) income	(4,591)		7,365		(6,959)		17,415
Other income, net	23,~~513~~155		3,~~881~~615		58,~~094~~249		711,~~697~~312
Earnings before income taxes	6,237		11,342		2,726		17,747
Loss (earnings) before income taxes	(1,436)		10,980		1,290		28,727
Income tax benefit (provision)	48		(1,221)		(357)		(1,553)
Income tax provision	(900)		(1,698)		(1,257)		(3,251)
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476
Per share information:
Basic earnings per share	$	0.04	$	0.06	$	0.01	$	0.10
Basic (loss) earnings per share	$	(0.01)	$	0.06	$	—	$	0.15
Diluted earnings per share	$	0.04	$	0.06	$	0.01	$	0.09
Diluted (loss) earnings per share	$	(0.01)	$	0.05	$	—	$	0.15
Stock-based compensation expense by function:
Cost of revenue	$	~~177~~112	$	~~198~~220	$	~~354~~466	$	~~345~~565
Research and development expense	2,~~271~~252		32,~~895~~791		57,~~613~~865		710,~~718~~509
Sales and marketing expense	1,~~487~~495		~~824~~1,521		35,~~814~~309		24,~~645~~166
General and administrative expense	12,~~211~~305		3,~~463~~736		46,~~353~~658		48,~~644~~380
Total stock-based compensation expense	$	56,~~146~~164	$	8,~~380~~268	$	1420,~~134~~298	$	1523,~~352~~620

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

VIMEO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476
Other comprehensive income (loss):
Other comprehensive (loss) income:
Change in foreign currency translation adjustment	~~702~~(441)		~~(114)~~294		~~1,056~~615		~~(238)~~56
Total other comprehensive income (loss)	702		(114)		1,056		(238)
Total other comprehensive (loss) income	(441)		294		615		56
Comprehensive income	$	6,987	$	10,007	$	3,425	$	15,956
Comprehensive (loss) income	$	(2,777)	$	9,576	$	648	$	25,532

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

VIMEO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(Unaudited)

	Common stock, $0.01 par value			Class B common stock, $0.01 par value			Treasury Stock	AdditionalPaid-in Capital			Accumulated Deficit	AccumulatedOtherComprehensiveLoss					TotalShareholders' Equity
	$		Shares	$		Shares				$				Shares
	(In thousands)
Balance at March 31, 2025	$	1,644	164,373	$	94	9,399		$	(50,273)		9,796	$	802,134		$	(370,239)	$	(826)	$	382,534
Net earnings	—		—	—		—		—			—	—			6,285		—		6,285
Other comprehensive income	—		—	—		—		—			—	—			—		702		702
Stock-based compensation expense (inclusive of capitalized internal-use software development costs)	—		—	—		—		—			—	5,245			—		—		5,245
Amounts related to settlement of equity awards	14		1,407	—		—		—			—	(3,688)			—		—		(3,674)
Balance at June 30, 2025	$	1,658	165,780	$	94	9,399		$	(50,273)		9,796	$	803,691		$	(363,954)	$	(124)	$	391,092
Net loss	—		—	—		—		—			—	—			(2,336)		—		(2,336)
Other comprehensive loss	—		—	—		—		—			—	—			—		(441)		(441)
Stock-based compensation expense (inclusive of capitalized internal-use software development costs)	—		—	—		—		—			—	6,234			—		—		6,234
Amounts related to settlement of equity awards	17		1,700	—		—		—			—	(1,271)			—		—		(1,254)
Balance at September 30, 2025	$	1,675	167,480	$	94	9,399		$	(50,273)		9,796	$	808,654		$	(366,290)	$	(565)	$	393,295
Balance at December 31, 2024	$	1,620	161,993	$	94	9,399		$	(26,781)		5,946	$	801,367		$	(366,323)	$	(1,180)	$	408,797
Net earnings	—		—	—		—		—			—	—			~~2,369~~33		—		~~2,369~~33
Other comprehensive income	—		—	—		—		—			—	—			—		~~1,056~~615		~~1,056~~615
Stock-based compensation expense (inclusive of capitalized internal-use software development costs)	—		—	—		—		—			—	1420,~~359~~593			—		—		1420,~~359~~593
Amounts related to settlement of equity awards	3855		35,~~787~~487	—		—		—			—	(1213,~~035~~306)			—		—		(1113,~~997~~251)
Purchase of treasury stock	—		—	—		—		(23,492)			3,850	—			—		—		(23,492)
Balance at June 30, 2025	$	1,658	165,780	$	94	9,399		$	(50,273)		9,796	$	803,691		$	(363,954)	$	(124)	$	391,092
Balance at September 30, 2025	$	1,675	167,480	$	94	9,399		$	(50,273)		9,796	$	808,654		$	(366,290)	$	(565)	$	393,295

	Common stock, $0.01 par value			Class B common stock, $0.01 par value			Treasury Stock	AdditionalPaid-in Capital			Accumulated Deficit	AccumulatedOtherComprehensiveLoss		TotalShareholders' Equity
	$		Shares	$		Shares				$						Shares
	(In thousands)
Balance at March 31, 2024	$	1,594	159,440	$	94	9,399		$	—		—	$	779,191	$	(387,262)		$	(823)	$	392,794
Net earnings	—		—	—		—		—			—	—		10,121			—		10,121
Other comprehensive loss	—		—	—		—		—			—	—		—			(114)		(114)
Stock-based compensation expense	—		—	—		—		—			—	8,380		—			—		8,380
Amounts related to settlement of equity awards	9		825	—		—		—			—	(1,527)		—			—		(1,518)
Purchase of treasury stock	—		—	—		—		(11,771)			3,037	—		—			—		(11,771)
Balance at June 30, 2024	$	1,603	160,265	$	94	9,399		$	(11,771)		3,037	$	786,044	$	(377,141)		$	(937)	$	397,892
Net earnings	—		—	—		—		—			—	—		9,282			—		9,282
Other comprehensive income	—		—	—		—		—			—	—		—			294		294
Stock-based compensation expense	—		—	—		—		—			—	8,268		—			—		8,268
Amounts related to settlement of equity awards	6		629	—		—		—			—	(1,290)		—			—		(1,284)
Purchase of treasury stock	—		—	—		—		(5,041)			1,315	—		—			—		(5,041)
Balance at September 30, 2024	$	1,609	160,894	$	94	9,399		$	(16,812)		4,352	$	793,022	$	(367,859)		$	(643)	$	409,411
Balance at December 31, 2023	$	1,585	158,511	$	94	9,399		$	—		—	$	774,587	$	(393,335)		$	(699)	$	382,232
Net earnings	—		—	—		—		—			—	—		1625,~~194~~476			—		1625,~~194~~476
Other comprehensive loss	—		—	—		—		—			—	—		—			(238)		(238)
Other comprehensive income	—		—	—		—		—			—	—		—			56		56
Stock-based compensation expense	—		—	—		—		—			—	1523,~~352~~620		—			—		1523,~~352~~620
Amounts related to settlement of equity awards	1824		12,~~754~~383	—		—		—			—	(35,~~895~~185)		—			—		(35,~~877~~161)
Purchase of treasury stock	—		—	—		—		(1116,~~771~~812)			34,~~037~~352	—		—			—		(1116,~~771~~812)
Balance at June 30, 2024	$	1,603	160,265	$	94	9,399		$	(11,771)		3,037	$	786,044	$	(377,141)		$	(937)	$	397,892
Balance at September 30, 2024	$	1,609	160,894	$	94	9,399		$	(16,812)		4,352	$	793,022	$	(367,859)		$	(643)	$	409,411

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

VIMEO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
	(In thousands)
Cash flows from operating activities:
Net earnings	$	~~2,369~~33	$	1625,~~194~~476
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	1420,~~134~~298		1523,~~352~~620
Amortization of intangibles	~~836~~1,227		~~695~~1,042
Depreciation	91153		~~211~~313
Provision for credit losses	~~535~~373		30344
Non-cash lease expense	23,~~091~~119		23,~~269~~310
Other adjustments, net	(882)		2564
Changes in assets and liabilities:
Accounts receivable	(1,~~368)~~175		~~414~~(795)
Prepaid expenses and other assets	45,~~884~~774		24,~~929~~231
Accounts payable and other liabilities	(152,~~751~~174)		(137,~~022~~371)
Deferred revenue	96,~~461~~860		~~191~~(4,177)
Net cash provided by operating activities	1736,~~274~~756		2546,~~288~~057
Cash flows from investing activities:
Capital expenditures	(142)		(~~160~~173)
Capitalized internal-use software development costs	(45,~~421~~269)		—
Net cash used in investing activities	(45,~~563~~411)		(~~160~~173)
Cash flows from financing activities:
Amounts related to settlement of equity awards	(1214,~~396~~144)		(35,~~935~~243)
Proceeds from exercise of stock options	~~252~~1,125		2247
Purchases of treasury stock	(23,791)		(1116,~~495~~797)
Net cash used in financing activities	(3536,~~935~~810)		(1521,~~408~~993)
Total cash (used) provided	(235,~~224~~465)		923,~~720~~891
Effect of exchange rate changes on cash and cash equivalents and restricted cash	~~915~~854		(~~337~~306)
Net (decrease) increase in cash and cash equivalents and restricted cash	(224,~~309~~611)		923,~~383~~585
Cash and cash equivalents and restricted cash at beginning of period	325,493		301,436
Cash and cash equivalents and restricted cash at end of period	$	~~303~~320,~~184~~882	$	~~310~~325,~~819~~021

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

VIMEO, INC. AND SUBSIDIARIES

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 societá 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 at the stockholder meeting on November 19, 2025. If the Merger is not completed, then under certain circumstances Vimeo may be required to pay Bending Spoons US Inc. a termination fee of $40.1 million.

The Company recorded transaction costs of $5.9 million in connection with the pending Merger during the three months ended September 30, 2025. Such costs are included within General and administrative expenses in the Consolidated Statement of Operations. The Company expects additional transaction costs to be incurred including upon successful completion of the Merger.

If the Merger is consummated, our common stock will no longer be publicly listed and traded on The Nasdaq Stock Market LLC, the common stock will be deregistered under the Securities Exchange Act of 1934, we will no longer file periodic reports with the Securities and Exchange Commission ("SEC") and existing stockholders will cease to have any ownership interest in Vimeo.

Basis of Presentation and Consolidation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the rules and regulations of the ~~Securities and Exchange Commission ("~~SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The information included in this Form 10-Q should be read in conjunction with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

All intercompany balances and transactions between and among Vimeo and its subsidiaries have been eliminated.

Accounting Estimates

Management of Vimeo is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP that affect the amounts reported in the accompanying consolidated financial statements and footnotes thereto. Actual results could differ from these estimates.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Significant Accounting Policies

Internal-use software development costs

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 guidance will impact the Company's income tax disclosures beginning with the Annual Report on Form 10-K for the year ended December 31, 2025 on a prospective basis.

In November 2024, ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) was issued, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items. This guidance will become effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a prospective basis. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In July 2025, ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets was issued, which allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. The practical expedient allows the entity to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. This guidance will become effective for fiscal years and interim periods beginning after December 15, 2025 on a prospective basis. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In September 2025, ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software was issued and amended existing guidance to remove all references to project stages in software development and requires capitalization of internal-use software costs to begin when management has authorized and committed to funding the project and it is probable the project will be completed and used to perform the intended function. This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

(In thousands)

Revenue:

Self-Serve

5758,~~555~~743

58,~~374~~356

~~113~~172,~~667~~410

~~117~~175,~~481~~837

Vimeo Enterprise

2425,~~997~~503

2021,~~051~~675

4974,~~421~~924

3860,~~518~~193

OTT

1211,~~268~~881

12,~~641~~358

2436,~~511~~392

2538,~~700~~058

Add-Ons

8,~~197~~025

109,~~190~~508

1624,~~779~~804

2030,~~994~~502

Other

1,~~633~~604

32,~~120~~667

34,~~306~~910

69,~~593~~260

Total

~~104~~105,~~650~~756

104,~~376~~564

~~207~~313,~~684~~440

~~209~~313,~~286~~850

11Revenue 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		2024
	(In thousands)
Revenue:
United States	$	57,282	$	56,705	$	170,084	$	170,930
All other countries	48,474		47,859		143,356		142,920
Total	$	105,756	$	104,564	$	313,440	$	313,850

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 six months ended June 30, 2025 and 2024. Revenue by geography is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Revenue:
United States	$	56,802	$	56,896	$	112,802	$	114,225
All other countries	47,848		47,480		94,882		95,061
Total	$	104,650	$	104,376	$	207,684	$	209,286

Deferred Revenue

Deferred revenue consists of payments that are received or are contractually due in advance of Vimeo's performance. Vimeo’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. Vimeo classifies deferred revenue as current when the term of the applicable subscription period or expected completion of its performance obligation is one year or less. The current and non-current deferred revenue balances are included in the accompanying consolidated balance sheet as follows:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
	(In thousands)
Deferred revenue	$	~~170~~167,~~724~~712	$	161,923
Other long-term liabilities	~~129~~59		512

During the ~~six~~nine months ended ~~June~~September 30, 2025, Vimeo recognized $~~126~~156.52 million of revenue that was included in the deferred revenue balance at December 31, 2024. During the ~~six~~nine months ended ~~June~~September 30, 2024, Vimeo recognized $~~126~~155.9 million of revenue that was included in the deferred revenue balance at December 31, 2023.

Costs to Obtain a Contract with a Customer

Vimeo has determined that commissions paid to employees pursuant to certain sales incentive programs meet the requirements to be capitalized as a cost of obtaining a contract with a customer and are amortized over the estimated customer relationship period. Vimeo calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. Vimeo has elected the practical expedient to expense costs to obtain a contract with a customer as incurred when the amortization period would be one year or less.

The current and non-current balances of capitalized costs to obtain a contract with a customer are included in the accompanying consolidated balance sheet as follows:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
	(In thousands)
Prepaid expenses and other current assets	$	5,~~584~~503	$	5,451
Other non-current assets	7,~~956~~430		8,475

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3—INCOME TAXES

At the end of each interim period, Vimeo estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss with discrete items recorded in the period. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained, or Vimeo's tax environment changes.

For the three months ended ~~June~~September 30, 2025 and 2024, Vimeo recorded an income tax ~~benefit~~provision of ~~less than~~ $0.19 million. ~~For~~and ~~the three months ended June 30, 2024, Vimeo recorded an income tax provision of~~ $1.27 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, Vimeo recorded an income tax provision of $01.43 million and $13.63 million, respectively. The effective income tax rate was ~~lower~~higher than the federal statutory rate of 21% primarily due to ~~movement in~~ the ~~valuation allowance, stock-based awards, and the~~ effects of international tax provisions as required under the 2017 Tax Cuts and Jobs Act, ~~partially~~and ~~offset by~~ the impact of executive compensation limits under Internal Revenue Code 162(m), partially offset by the movement in the valuation allowance. Vimeo's largest deferred tax assets are capitalized research and development expenses and tax attribute carryforwards. Vimeo has recorded a valuation allowance for the majority of its net deferred tax assets because it has concluded that it is more likely than not that the tax benefit will not be realized.

At June 30, 2025 and December 31, 2024, unrecognized tax benefits, including interest and penalties, were $6.5 million and $6.0 million, respectively. The Company estimates that it would recognize an income tax benefit of $1.0 million if unrecognized tax benefits at June 30, 2025 are subsequently recognized. Vimeo believes no unrecognized tax benefits would decrease by June 30, 2026. Vimeo recognizes interest and penalties related to unrecognized tax benefits, if applicable, in the income tax provision.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate deduction of domestic research and development expenses and permanent extensions of specific provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for the Company beginning in the third quarter of 2025, while others will be effective in 2026. The Company is currently evaluating the impact these tax law changes will have on its consolidated financial statements.

NOTE 4—FAIR VALUE MEASUREMENTS

Vimeo's financial instruments that are measured at fair value on a recurring basis are as follows:

	June 30, 2025
	Quoted MarketPrices forIdentical Assets in ActiveMarkets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		TotalFair ValueMeasurements
	(In thousands)
Money market funds	$	270,992	$	—	$	—	$	270,992
Time deposits	—		11,573		—		11,573
Total	$	270,992	$	11,573	$	—	$	282,565

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

At September 30, 2025 and December 31, 2024, unrecognized tax benefits, including interest and penalties, were $6.8 million and $6.0 million, respectively. The Company estimates that it would recognize an income tax benefit of $1.0 million if unrecognized tax benefits at September 30, 2025 are subsequently recognized. Vimeo believes no unrecognized tax benefits would decrease by September 30, 2026. Vimeo recognizes interest and penalties related to unrecognized tax benefits, if applicable, in the income tax provision.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 ("OBBB"), which includes, among other provisions, changes to the U.S. corporate income tax system. We applied the relevant provisions of the OBBB that became effective in the third quarter of 2025, including the immediate deduction of domestic research and development expenses, which did not have a material impact on our consolidated financial statements. Other changes include the permanent extensions of specific provisions within the 2017 Tax Cuts and Jobs Act, which will become effective in 2026.

NOTE 4—FAIR VALUE MEASUREMENTS

Vimeo's financial instruments that are measured at fair value on a recurring basis are as follows:


	September 30, 2025
	Quoted Market Prices for Identical Assets in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
	(In thousands)

Money market funds	$	284,105	$	—	$	—	$	284,105
Time deposits	—		11,840		—		11,840
Total	$	284,105	$	11,840	$	—	$	295,945


	December 31, 2024
	Quoted Market Prices for Identical Assets in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
	(In thousands)

Money market funds	$	287,617	$	—	$	—	$	287,617
Time deposits	—		11,828		—		11,828
Total	$	287,617	$	11,828	$	—	$	299,445

Money market funds and time deposits are included in "Cash and cash equivalents" in the accompanying consolidated balance sheet.

Vimeo's non-financial assets (which consist primarily of goodwill, ROU assets, and intangible assets) are adjusted to fair value only if an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5—SHAREHOLDERS' EQUITY

Description of Vimeo Common Stock and Vimeo Class B Common Stock

Except as described herein, shares of Vimeo common stock and Vimeo Class B common stock are identical.

In general, the holders of shares of Vimeo common stock vote together as a single class with the holders of shares of Vimeo Class B common stock on all matters, including the election of directors; provided, however, that the holders of shares of Vimeo common stock, acting as a single class, are entitled to elect twenty-five percent (25%) of the total number of Vimeo directors, rounded up to the next whole number in the event of a fraction. Each outstanding share of Vimeo common stock and Vimeo Class B common stock entitles the holder to one vote per share and ten votes per share, respectively.

The holders of shares of Vimeo common stock and the holders of shares of Vimeo Class B common stock are entitled to receive, share for share, such dividends as may be declared by ~~Vimeo's Board of Directors (~~the "Board") out of funds legally available for the payment of dividends. In the event of a liquidation, dissolution, distribution of assets or winding-up of Vimeo, the holders of shares of Vimeo common stock and the holders of shares of Vimeo Class B common stock are entitled to receive, share for share, all the assets available for distribution after payment of a proper amount to the holders of any series of Vimeo preferred stock, including any series that may be issued in the future.

Vimeo is authorized to issue 1,600,000,000 shares of Vimeo common stock and 400,000,000 shares of Vimeo Class B common stock.

Vimeo Restricted Shares

Vimeo Restricted Shares (held by Joseph Levin, Special Advisor to the Board and former Chairman and member of the Board) totaling 3,247,000 shares were reflected in the accompanying consolidated balance sheet within "Common Stock" at ~~June~~September 30, 2025 and December 31, 2024. Vesting of the Vimeo Restricted Shares is subject to Mr. Levin's continued service as Special Advisor to the Board through November 5, 2030, as well as the achievement of certain stock price targets. Vimeo Restricted Shares have a non-forfeitable dividend right in the event the Company declares a cash dividend to common shareholders and participates in all other distributions of the Company in the same manner as all other Vimeo common shareholders.

Description of Preferred Stock

The Board is authorized to provide for the issuance of shares of preferred stock, and any class or series thereof, and to assign the designations, powers, preferences and rights to each such class or series and any qualifications, limitations or restrictions. There have been no preferred stock issuances to date.

14Stock Repurchase Programs

On February 25, 2022, the Board authorized a stock repurchase program of up to $50 million of the Company’s common stock through open market or private transactions (the "Stock Repurchase Program"). During the three months ended March 31, 2025, the Company repurchased 3.9 million shares of its common stock, on a trade date basis, at a weighted average cost of $6.10 per share, for an aggregate purchase price of $23.5 million, and completed its authorized purchases pursuant to the Stock Repurchase Program. During the nine months ended September 30, 2024, the Company repurchased 4.4 million shares of its common stock, on a trade date basis, at an average cost of $3.86 per share, or in aggregate $16.8 million. The Company accounts for treasury stock under the cost method.

On April 29, 2025, the Board authorized a new stock repurchase program of up to $50 million of the Company’s common stock (the “2025 Repurchase Program”). Under the 2025 Repurchase Program, the Company’s shares of common stock may be repurchased at any time or from time to time, without prior notice, subject to market conditions and other considerations. Such repurchases may be made through 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or other transactions. The Company has no obligation to repurchase any shares under the 2025 Repurchase Program. The 2025 Repurchase Program does not have an expiration date and may be commenced, suspended, revoked or modified at any time.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Stock Repurchase Programs

On February 25, 2022, the Board authorized a stock repurchase program of up to $50 million of the Company’s common stock through open market or private transactions (the "Stock Repurchase Program"). During the three months ended March 31, 2025, the Company repurchased 3.9 million shares of its common stock, on a trade date basis, at a weighted average cost of $6.10 per share, for an aggregate purchase price of $23.5 million, and completed its authorized purchases pursuant to the Stock Repurchase Program. During the six months ended June 30, 2024, the Company repurchased 3.0 million shares of its common stock, on a trade date basis, at an average cost of $3.88 per share, or in aggregate $11.8 million. The Company accounts for treasury stock under the cost method.

NOTE 6—ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consisting of foreign currency translation adjustments is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Balance at beginning of period	$	(~~826~~124)	$	(~~823~~937)	$	(1,180)	$	(699)
Other comprehensive income (loss)	702		(114)		1,056		(238)
Other comprehensive (loss) income	(441)		294		615		56
Balance at end of period	$	(~~124~~565)	$	(~~937~~643)	$	(~~124~~565)	$	(~~937~~643)

At both ~~June~~September 30, 2025 and 2024, there was no tax benefit or provision on accumulated other comprehensive loss.

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(Unaudited)

NOTE 7—(LOSS) EARNINGS PER SHARE

Vimeo common stock and Class B common stock are treated as one class of common stock for earnings per share ("EPS") purposes as both classes of common stock participate in earnings, dividends and other distributions on the same basis. Basic EPS is calculated using the two-class method since the Vimeo Restricted Shares are participating securities as they are unvested and have a non-forfeitable dividend right in the event the Company declares a cash dividend to common shareholders and participates in all other distributions of the Company in the same manner as all other Vimeo common shareholders. For the third quarter of 2025, no allocation of undistributed losses has been made as the Vimeo Restricted Shares do not participate in losses of the Company. Diluted EPS is calculated on the most dilutive basis under either the two-class method or treasury stock method, both of which exclude equity awards that are antidilutive.

The computation of basic and diluted (loss) earnings per share attributable to common shareholders is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands, except per share data)
Basic EPS:
Numerator:
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476
Less: Net earnings attributed to participating securities	~~(124)~~—		(~~195~~182)		(471)		(~~312~~494)
Net earnings attributable to common stock shareholders	$	6,161	$	9,926	$	2,322	$	15,882
Net (loss) earnings attributable to common stock shareholders	$	(2,336)	$	9,100	$	32	$	24,982
Denominator: (a)
Weighted average basic common shares outstanding	~~161~~162,~~675~~857		~~165~~162,~~295~~686		161,~~502~~959		~~165,~~164,332
Basic earnings per share	$	0.04	$	0.06	$	0.01	$	0.10
Basic (loss) earnings per share	$	(0.01)	$	0.06	$	—	$	0.15
Diluted EPS:
Numerator:
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476
Less: Net earnings attributed to participating securities	~~(121)~~—		(~~191~~176)		(451)		(~~305~~481)
Net earnings attributable to common stock shareholders	$	6,164	$	9,930	$	2,324	$	15,889
Net (loss) earnings attributable to common stock shareholders	$	(2,336)	$	9,106	$	32	$	24,995
Denominator: (a)
Weighted average basic common shares outstanding	~~161~~162,~~675~~857		~~165~~162,~~295~~686		161,~~502~~959		~~165,~~164,332
Dilutive securities	~~3,336~~—		35,~~353~~664		5,~~717~~018		34,~~658~~327
Weighted average diluted common shares outstanding	~~165~~162,~~011~~857		168,~~648~~350		~~167~~166,~~219~~977		168,~~822~~659
Antidilutive securities	915,~~612~~078		1311,~~969~~589		76,~~661~~225		1312,~~391~~790
Diluted earnings per share	$	0.04	$	0.06	$	0.01	$	0.09
Diluted (loss) earnings per share	$	(0.01)	$	0.05	$	—	$	0.15

_____________________

(a) Vimeo Restricted Shares were excluded from the computation of average basic common shares outstanding for EPS purposes because the number of shares that ultimately vest is subject to the satisfaction of certain market conditions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8—FINANCIAL STATEMENT DETAILS

Cash and Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying consolidated statement of cash flows is as follows:

	June 30, 2025 (a)		December 31, 2024 (a)		June 30, 2024 (a) (b)		December 31, 2023 (b)
	September 30, 2025 (a)		December 31, 2024 (a)		September 30, 2024 (a) (b)		December 31, 2023 (b)
	(In thousands)
Cash and cash equivalents	$	~~302~~320,~~956~~648	$	325,276	$	~~310~~324,~~579~~781	$	301,372
Restricted cash included in Prepaid expenses and other current assets	~~228~~234		217		240		64
Total cash and cash equivalents and restricted cash as shown in the accompanying consolidated statement of cash flows	$	~~303~~320,~~184~~882	$	325,493	$	~~310~~325,~~819~~021	$	301,436

(a) Restricted cash included a deposit related to a lease.

(b) Restricted cash included a deposit related to corporate credit cards.

Credit Losses

The changes in the allowance for credit losses are as follows:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
	(In thousands)
Balance at beginning of period	$	2,404	$	2,728
Provision for credit losses	~~535~~373		30344
Write-offs charged against the allowance	(~~851~~1,192)		(~~988~~1,519)
Recoveries collected	~~148~~178		~~451~~570
Currency translation adjustment	—		(1)
Balance at end of period	$	21,~~236~~763	$	2,~~220~~122

Accumulated Amortization and Depreciation

Accumulated amortization and depreciation within the accompanying consolidated balance sheet are as follows:

Asset Category	~~June~~September 30, 2025		December 31, 2024
	(In thousands)
ROU assets, included in Other non-current assets	$	2022,~~979~~007	$	18,888
Cloud computing costs, included in Other non-current assets	$	~~535~~663	$	304
Leasehold improvements and equipment	$	~~661~~726	$	564
Intangible assets with definite lives	$	4950,~~751~~143	$	49,021

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other income, net

The components of "Other income, net" are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Interest income	~~2,873~~$	3,108	~~3,760~~$	3,827	$	59,~~901~~009	$	711,~~431~~258
Foreign exchange (losses) gains, net	$	(360)	$	121	(807)		266
Foreign exchange gains (losses), net	47		(212)		(760)		54
Other income, net	$	23,~~513~~155	$	3,~~881~~615	$	58,~~094~~249	$	711,~~697~~312

Geographic Concentrations

Tangible long-lived assets at ~~June~~September 30, 2025 and December 31, 2024 relate to "Leasehold improvements and equipment, net."

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
	(In thousands)
Leasehold improvements and equipment, net:
United States	$	~~419~~386	$	346
All other countries	9466		110
Total	$	~~513~~452	$	456

NOTE 9—CONTINGENCIES

In the ordinary course of business, Vimeo is, and from time to time may become, a party to various legal proceedings. Vimeo establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against Vimeo, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations or financial condition of Vimeo, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. Vimeo also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations or financial condition of Vimeo. See "Note 3—Income Taxes" for additional information related to income tax contingencies.

EMI/Capitol Records Copyright Infringement Litigation

In December 2009, a group of music publishers owned by EMI Music Publishing (now owned by Sony/ATV Music Publishing, a subsidiary of Sony Entertainment) and a group of then EMI-affiliated record companies, including Capitol Records (now owned by Universal Music Group), filed two lawsuits against Vimeo and its former owner, Connected Ventures, in the U.S. District Court for the Southern District of New York. See Capitol Records, LLC v. Vimeo, LLC, No. 09 Civ. 10101 (S.D.N.Y.) and EMI Blackwood Music, Inc. v. Vimeo, LLC, No. 09 Civ. 10105 (S.D.N.Y.). In both cases, plaintiffs allege that Vimeo infringed their music copyrights (in the publishers' musical compositions and the record companies' sound recordings) by hosting and streaming videos uploaded by users (and in certain cases, former employees) featuring their musical works. Plaintiffs seek, among other things, injunctive relief and monetary damages. The initial complaints identified 199 videos as infringing (which Vimeo removed post-suit).

1819

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VIMEO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Prior to suit, plaintiffs did not avail themselves of their right to submit a takedown notice to Vimeo pursuant to the online safe harbor provisions of the Digital Millennium Copyright Act of 1998 ("DMCA"), which limits the liability of online service providers for copyright infringement of their users when the provider takes certain measures. Vimeo asserts that the DMCA limits its liability because it complies with the DMCA and plaintiffs failed to submit takedown notices. Plaintiffs disagree, asserting various theories as to why the DMCA may not apply to some or all of the videos-in-suit.

The district court bifurcated proceedings and required the parties to first litigate the issue of whether Vimeo satisfied the DMCA's safe harbor provisions. On September 18, 2013, the district court granted partial summary judgment to Vimeo on 144 of the 199 original videos-in-suit on the ground that Vimeo complied with the threshold requirements of the DMCA and that there was no evidence that a Vimeo employee had watched the videos in question such that Vimeo had actual or "red flag" knowledge of infringement, which would disqualify the DMCA's application. The court denied summary judgment as to 35 videos-in-suit on the ground that there was a material question of fact as to whether Vimeo had "red flag" knowledge of infringement based upon employees having watched all or part of these videos. The court further held that the DMCA did not apply to the record companies' state-law claims regarding sound recordings fixed before February 1972; a trial was necessary to determine whether Vimeo was liable for employees who uploaded approximately 20 videos; and that plaintiffs should be permitted to amend their complaints to add over 1,500 videos allegedly infringing their copyrights (which Vimeo removed after receiving plaintiffs' proposed amended complaint).

Vimeo sought and obtained the right to appeal certain issues on an interlocutory basis to the U.S. Court of Appeals for the Second Circuit. On June 16, 2016, the Second Circuit held that (1) the district court had applied the incorrect summary-judgment standard for "red flag" infringement and that evidence that an employee watched all or part of a video containing plaintiffs' music did not raise a genuine issue of fact as to whether Vimeo had "red flag" knowledge in such video; (2) the DMCA applies to state-law copyright infringement claims predicated on pre-1972 sound recordings; and (3) on an issue raised by plaintiffs in their cross-appeal, the record did not show that Vimeo was willfully blind towards infringing activity taking place on its platform. As a result of these rulings, the Second Circuit partially vacated the district court's ruling and remanded the case for further proceedings consistent with its judgment.

On March 31, 2018, the district court granted Vimeo’s motion to dismiss plaintiffs' state-law unfair competition claims on the grounds that they were state-law copyright claims covered by the DMCA per the Second Circuit's judgment. On May 28, 2021, the district court granted Vimeo summary judgment as to videos for which the sole remaining basis of liability was the assertion that Vimeo had "red flag" knowledge of infringement. On August 26, 2021, the district court approved a stipulation whereby plaintiffs agreed to conditionally dismiss all remaining claims to allow a final judgment to issue. Under the stipulation, plaintiffs may refile their claims regarding the alleged employee-uploaded videos if the Second Circuit reverses the district court's other rulings in whole or in part. On November 1, 2021, the district court entered a final judgment adopting the terms of the parties' stipulation. On November 29, 2021, plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit. On January 13, 2025, the Second Circuit issued an opinion affirming the judgment. Plaintiffs filed a Petition for Panel Rehearing in the Second Circuit on February 26, 2025. On September 9, 2025, the Second Circuit ruled on EMI’s Petition for Panel Rehearing, granting EMI’s request to remove a footnote but allowing the rest of the January 13 opinion to remain. The mandate was issued on October 1, 2025.

RTI Copyright Litigation

Between 2012 and 2017, Italian broadcaster Reti Televisive Italiane s.p.a. and an affiliate thereof (collectively, "RTI") filed four lawsuits for copyright infringement against Vimeo in the Civil Court of Rome. See Reti Televisive Italiane s.p.a. v. Vimeo, LLC, Cause Nos. 23732/12, 62343/2015, and 59780/2017 (Rome Civil Court), and Medusa Film v. Vimeo, Inc., Cause No. 74775/2017 (Rome Civil Court). In each case, RTI asserts that Vimeo infringed its copyrights by hosting and streaming user-uploaded videos that allegedly contain RTI's television or film programming, and seeks, among other things, injunctive relief and monetary damages.

On January 15, 2019, the Civil Court of Rome concluded the first case (No. 23732/12) and entered a judgment against Vimeo, awarding RTI damages of €8,500,000 plus interest and entering an injunction against Vimeo with respect to further acts of infringement. Vimeo filed an appeal and petitioned to stay the judgment pending appeal. On May 13, 2019, the Rome Court of Appeals stayed the judgment pending appeal. On August 10, 2022, the Rome Court of Appeals affirmed the judgment. Vimeo appealed to the Italian Supreme Court of Cassation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On June 2, 2019, the Civil Court of Rome concluded the second case (No. 62343/2015) and entered a judgment against Vimeo, awarding RTI damages of €4,746,273 plus interest and entering an injunction against Vimeo as to further acts infringement. Vimeo filed an appeal and petitioned to stay the judgment pending appeal. The Rome Court of Appeals declined to stay the judgment. On October 12, 2023, the Rome Court of Appeals published its decision affirming the lower court's judgment on liability but reducing the amount of damages to €3,865,161 plus interests and costs. Vimeo has appealed to the Italian Supreme Court of Cassation and the case is currently pending (No. 856/2024).

To pursue enforcement of the judgments in the United States, RTI initially commenced a lawsuit against Vimeo in the U.S. District Court for the Southern District of New York on October 26, 2020 to enforce the June 2019 judgment. See Reti Televisive Italiane s.p.a. v. Vimeo, LLC, No. 20 Civ. 8954 (S.D.N.Y.). On December 22, 2020, Vimeo and RTI filed, and the district court entered, a stipulation and order staying the U.S. proceedings pending the final outcome of the appeals from the Italian judgment at issue. On June 1, 2023, RTI filed an action in the Supreme Court of New York, New York County to enforce the Civil Court's judgment of €8,500,000 (No. 652646/2023). The case was removed to federal court and is now pending in the Southern District of New York. See Reti Televisive Italiane S.p.A. v. Vimeo.com, Inc, No. 23 Civ. 05488 (S.D.N.Y.). On October 20, 2023, the U.S. District Court for the Southern District of New York entered an order lifting the stay of the U.S. enforcement proceedings in the first case (No. 20 Civ. 8954) and consolidating the two enforcement proceedings (No. 20 Civ. 8954 and No. 23 Civ. 05488). Vimeo has filed a Motion for Summary Judgement or, in the Alternative, to Stay the Case.

On April 7, 2023, the Civil Court of Rome published a decision finding in favor of Vimeo and dismissing the third case (No. 59780/2017) in its entirety. On October 9, 2023, RTI served Vimeo with its appeal challenging the court's decision in the third case.

On October 18, 2022, the Civil Court of Rome issued a decision in the fourth case, Medusa Film v. Vimeo, Inc. (No. 74775/2017) finding liability but rejecting RTI's damage calculation and reserving judgment as to the amount of damages. On November 30, 2022, RTI served a notice of appeal challenging the court's decision on damages.

On June 26, 2024, the parties entered into a settlement agreement to resolve the lawsuits pending in Italy and the consolidated enforcement action pending in New York. The settlement agreement included a payment to the plaintiffs, which did not have a material impact on Vimeo’s financial condition, results of operations, or cash flows. Pursuant to the settlement agreement, on July 12, 2024, the parties filed a Joint Stipulation of Dismissal of the consolidated enforcement action in the Southern District of New York (No. 23 Civ. 05488), and the case is now closed. On July 18, 2024, the parties filed Joint Stipulations of Dismissal to resolve the cases pending in the Civil Court of Rome (No. 74775/2017), the Rome Court of Appeals (Nos. 6536/2022 and 5033/2023), and the Italian Supreme Court of Cassation (Nos. 26719/2022 and 856/2024). The Civil Court of Rome and the Rome Court of Appeals have dismissed the cases pending before them. The Italian Supreme Court of Cassation dismissed the first case (No. 26719/2022), and has also dismissed the second case (No. 856/2024).

Sony/Universal/Warner Copyright Litigation

In March 2021, Sony Music Entertainment Italy (a subsidiary of Sony Music Entertainment Group), Warner Music Italia (a subsidiary of Warner Music Group), Universal Music Italia (a subsidiary of Universal Music Group), and Warner Music International Services (a subsidiary of Warner Music Group) filed a lawsuit against Vimeo in the Court of Milan alleging violations of Italian copyright and unfair competition laws. See Sony Music Entertainment Italy s.p.a. et al. v. Vimeo, Inc., Case No. 10977/2021 (Court of Milan, Business Division). The complaint alleges that Vimeo infringed plaintiffs' copyrights by hosting and streaming user-uploaded videos that contain plaintiffs' copyrighted works and that, upon notification of the alleged infringement, Vimeo employed a takedown process that did not comply with Italian law. The complaint seeks, among other things, injunctive relief and damages to be quantified in a separate proceeding. Additionally, the complaint seeks potential penalties of €10,000 per day of delay in removing unauthorized works after receipt of a court order to do so, if applicable. On November 3, 2021, Vimeo filed its initial brief. On November 23, 2021, the parties attended the initial hearing with the Court of Milan where the court set forth a briefing schedule. ~~The~~In September 2025, the case was assigned to a new judge and the claims hearing scheduled for October 168, ~~2024~~2025 ~~has~~was ~~been~~ rescheduled for ~~October~~February 824, ~~2025~~2026.

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VIMEO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 10—RELATED PARTY TRANSACTIONS

In May 2021, Vimeo became an independent, separately traded public company through a spin-off from IAC/InterActiveCorp ("IAC") (the “Spin-off”). Following the Spin-off, IAC continues to be a related party to Vimeo due to the relationship between our directors and substantial stockholders, and IAC and its subsidiaries. Angi Inc. is also a related party to Vimeo due to the relationship between our directors and Angi, Inc. and its subsidiaries. All related party transactions between Vimeo and its related parties, other than amounts related to the settlement of equity awards, are reflected in the accompanying consolidated statement of cash flows as operating activities.

Vimeo has entered into various sublease agreements with a subsidiary of Angi Inc. whereby Vimeo agreed to sublease a portion of the 5th floor and the entire 10th floor at 330 West 34th Street ("West 34th Street Sublease") in New York City, both through April 2028. At ~~June~~September 30, 2025 and December 31, 2024, Vimeo had a current lease liability of $23.90 million and $2.7 million included in "Accrued expenses and other current liabilities," respectively, and a non-current lease liability of $6.5.7 million and $8.0 million included in "Other long-term liabilities," respectively, related to the West 34th Street Sublease in the accompanying consolidated balance sheet. Rent expense for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were both $0.89 million and $12.76 million, respectively. At ~~June~~September 30, 2025 ~~there~~and ~~was no amount due to IAC. At~~ December 31, 2024, Vimeo had a current payable due to IAC of $0.4 million and $0.1 million included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet, respectively, and was subsequently paid in October 2025 and January 2025, respectively.

NOTE 11—RESTRUCTURING

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized restructuring costs related to a reduction-in-force and certain departmental reorganizations totaling $14.54 million and $37.05 million, respectively. During the three months ended March 31, 2024, the Company recognized restructuring costs relating to a reduction-in-force totaling $2.2 million. There were no restructuring costs recognized during the three months ended ~~June~~September 30, 2024. One-time termination benefits provided in ~~either~~all ~~case~~cases included severance, continuation of health insurance coverage and other benefits for a specified period of time.

Restructuring costs have been recognized in the accompanying consolidated statement of operations as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Restructuring costs:
Cost of revenue	$	46270	$	—	$	90360	$	88
Research and development expense	~~476~~2,078		—		~~705~~2,783		116
Sales and marketing expense	~~278~~1,796		—		12,~~026~~822		1,104
General and administrative expense	~~729~~291		—		1,~~224~~515		897
Total	$	14,~~529~~435	$	—	$	37,~~045~~480	$	2,205

At ~~June~~September 30, 2025, a payable of $12.49 million related to restructuring costs was included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet.

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VIMEO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 12—SEGMENT INFORMATION

Vimeo's Chief Executive Officer ("CEO") is the chief operating decision maker and allocates resources and assesses performance based upon consolidated "Net (loss) earnings" that is included in the accompanying consolidated statement of operations, primarily by monitoring actual results versus the Company's internal budget. Accordingly, the Company operates as a single operating segment. The measure of segment assets is reflected as "Total assets" in the accompanying consolidated balance sheet. Vimeo's revenue is derived primarily from fixed SaaS subscription fees paid by customers as discussed further in "Note 2—Revenue."

Revenue and significant expenses regularly provided to the CEO to arrive at Segment net (loss) earnings are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Revenue	$	~~104~~105,~~650~~756	$	104,~~376~~564	$	~~207~~313,~~684~~440	$	~~209~~313,~~286~~850
Less:
Hosting	1213,~~682~~247		12,~~874~~521		2640,~~880~~127		2538,~~546~~067
Compensation and other employee-related	5049,~~681~~306		4647,~~570~~665		~~104~~153,~~038~~344		97144,~~168~~833
Advertising	7,~~897~~322		7,~~606~~785		1523,~~714~~036		1623,~~027~~812
Other segment items (a) (b)	2738,~~105~~217		27,~~205~~311		5896,~~683~~900		5481,~~351~~662
Segment net earnings	6,285		10,121		2,369		16,194
Segment net (loss) earnings	(2,336)		9,282		33		25,476
Adjusting items	—		—		—		—
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476

_____________________

(a) Other segment items primarily include stock-based compensation expense, credit card processing fees, software license and maintenance costs, and fees for professional services, including transaction costs.

(b) Other segment items also include "Depreciation ", "Amortization of intangibles", "Interest expense ", "Other income, net" (as detailed in Note 8—Financial Statement Details), and "Income tax ~~benefit (~~provision)", which are the same as the amounts in the accompanying consolidated statement of operations as the Company operates as a single operating segment.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ~~for Vimeo~~

GENERAL

Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Vimeo consolidated financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2025 included in "Item 1—Consolidated Financial Statements."

Pending Merger with Bending Spoons

As previously disclosed, on September 10, 2025, Vimeo, Inc., a Delaware corporation (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 societá 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 at the stockholder meeting on November 19, 2025. If the Merger is not completed, then under certain circumstances Vimeo may be required to pay Bending Spoons US Inc. a termination fee of $40.1 million.

The Company recorded transaction costs of $5.9 million in connection with the pending Merger during the three months ended September 30, 2025. Such costs are included within General and administrative expenses in the Consolidated Statement of Operations. The Company expects additional transaction related fees and expenses to be incurred including upon successful completion of the Merger.

Operating Metrics and Key Terms:

~~The~~In ~~Company~~the ~~has~~first quarter of 2025, the Company adjusted its operating metrics and key terms by disaggregating our revenue and associated metrics into different categories. We believe that this better reflects how the Company is managed and provides greater clarity into the Company's business for its stockholders. Please see below for a description of these operating metrics and key terms and the changes from our prior presentation.

	Three Months Ended June 30,						Six Months Ended June 30,
	2025		2024		% Change		2025		2024		% Change
	(In thousands, except ARPU)
Self-Serve:
Subscribers	1,156.5		1,298.1		(11)	%	1,156.5		1,298.1		(11)	%
Average Subscribers	1,172.9		1,319.8		(11)	%	1,189.0		1,335.4		(11)	%
ARPU	$	197	$	178	11	%	$	193	$	177	9	%
Bookings	$	64,972	$	58,644	11	%	$	126,085	$	116,315	8	%
Vimeo Enterprise:
Subscribers	4.0		3.7		10	%	4.0		3.7		10	%
Average Subscribers	4.1		3.7		11	%	4.0		3.5		14	%
ARPU	$	24,705	$	21,977	12	%	$	24,847	$	22,109	12	%
Bookings	$	25,595	$	23,433	9	%	$	48,214	$	43,368	11	%
OTT:
Subscribers	3.1		2.9		6	%	3.1		2.9		6	%
Average Subscribers	3.1		3.0		5	%	3.1		3.0		5	%
ARPU	$	15,720	$	17,107	(8)	%	$	15,901	$	17,492	(9)	%
Bookings	$	7,364	$	7,492	(2)	%	$	16,430	$	17,085	(4)	%

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2025		2024		% Change		2025		2024		% Change
	(In thousands, except ARPU)


















Self-Serve:
Subscribers	1,127.9		1,269.1		(11)	%	1,127.9		1,269.1		(11)	%
Average Subscribers	1,142.2		1,283.6		(11)	%	1,174.7		1,320.9		(11)	%
ARPU	$	204	$	181	13	%	$	196	$	178	10	%
Bookings	$	60,837	$	53,583	14	%	$	186,922	$	169,898	10	%

Vimeo Enterprise:
Subscribers	4.2		3.8		10	%	4.2		3.8		10	%
Average Subscribers	4.1		3.7		10	%	4.1		3.6		14	%
ARPU	$	24,567	$	23,043	7	%	$	24,537	$	22,487	9	%
Bookings	$	24,620	$	25,092	(2)	%	$	72,834	$	68,460	6	%

OTT:
Subscribers	3.1		3.1		—	%	3.1		3.1		—	%
Average Subscribers	3.1		3.0		3	%	3.1		3.1		2	%
ARPU	$	15,240	$	16,363	(7)	%	$	15,562	$	16,597	(6)	%
Bookings	$	8,221	$	11,092	(26)	%	$	24,651	$	28,177	(13)	%

When the following terms appear in MD&A, they have the meanings indicated below:

•Self-Serve relates to our subscription plans sold directly online through our website or apps, which include features such as video creation, collaboration, distribution, hosting, marketing, monetization, and analytics. Subscribers pay subscription fees with a credit card or an in-app purchase mechanism.

•Vimeo Enterprise relates to our video offering designed for teams and organizations, which includes the same capabilities of Self-Serve plus enterprise-grade features such as advanced security, custom user permissions, single-sign on for employees, interactive video tools, and marketing software integrations. Vimeo Enterprise is sold through our sales force and is often an upgrade from Vimeo's Self-Serve as the number of users or use cases in an organization grows.

•OTT relates to our over-the-top ("OTT") video monetization solution that allows customers to launch and run their own video streaming channel directly to their audience through a branded web portal, mobile apps, and Internet-enabled TV apps. Revenue and operating metrics derived from OTT had previously been included in Other.

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•Add-Ons relates to add-on services tied to our online subscriptions such as bandwidth charges, which are sold through our sales force to subscribers of one of our plans if they exceed a certain threshold of bandwidth. Revenue derived from Add-Ons had previously been included in Self-Serve & Add-Ons.

•Other primarily includes Magisto and Livestream.

•Subscribers is the number of users who have an active subscription to one of Vimeo's paid plans measured at the end of the relevant period. Vimeo counts each customer with a subscription plan as a subscriber regardless of the number of users. In the case of customers who maintain subscriptions across Self-Serve, Vimeo Enterprise, and OTT, Vimeo counts one subscriber for each of the components in which they maintain one or more subscriptions. Vimeo does not count users or team members who have access to a subscriber's account as additional subscribers.

•Average Subscribers is the sum of the number of Subscribers at the beginning and at the end of the relevant measurement period divided by two.

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•Average Revenue per User ("ARPU") is the annualized revenue for the relevant period divided by Average Subscribers. For periods that are less than a full year, annualized revenue is calculated by dividing the revenue for that particular period by the number of calendar days in the period and multiplying this value by the number of calendar days in that year.

•Bookings consist of fixed fees for software-as-a-service (“SaaS”) services, measured at the end of the relevant period, that subscribers have committed to pay during their subscription period, which is generally 12 months, less refunds and chargebacks during the same period.

•Gross Margin is revenue less cost of revenue, divided by revenue.

•Cost of Revenue consists primarily of hosting fees, credit card processing fees, compensation expense and other employee-related costs, and stock-based compensation expense for personnel engaged in customer care functions, traffic acquisition costs, which includes in-app purchase fees, and outsourced customer care personnel costs.

•Research and Development Expense consists primarily of compensation expense and other employee-related costs and stock-based compensation expense that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, software license and maintenance costs, rent expense and facilities costs.

•Sales and Marketing Expense consists primarily of compensation expense and other employee-related costs and stock-based compensation expense for Vimeo's sales force and marketing personnel, advertising expenditures, which include online marketing, including fees paid to search engines, social media sites, e-mail campaigns, display advertising, video advertising and affiliate marketing, and offline marketing, which includes conferences and events, software license and maintenance costs, rent expense and facilities costs.

•General and Administrative Expense consists primarily of compensation expense and other employee-related costs and stock-based compensation expense for personnel engaged in executive management, finance, legal, tax, information technology and human resources, provision for credit losses, fees for professional services, including transaction costs related to the Merger, rent expense, facilities costs, software license and maintenance costs, and business insurance.

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is a non-GAAP financial measure. See "Principles of Financial Reporting" for the definition of Adjusted EBITDA and a reconciliation of net (loss) earnings to Adjusted EBITDA, for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

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MANAGEMENT OVERVIEW

Vimeo is the world’s most innovative video experience platform, providing a full breadth of video tools through a 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, artificial intelligence language translations, and enterprise tools.

Sources of Revenue

Vimeo's revenue is derived primarily from fixed SaaS subscription fees paid by customers. Revenue is recognized on a straight-line basis over the contractual term of the arrangement beginning on the date that the service is made available to the customer. Subscription periods generally range from one month to three years with the most common being an annual subscription and are generally non-cancellable.

Distribution, Marketing and Advertiser Relationships

Vimeo pays to market and distribute its services on third-party search engines and social media websites, and through e-mail campaigns, display advertising, video advertising and affiliate marketing, and offline marketing, which includes conferences and events. Vimeo also pays traffic acquisition costs, which consist of fees paid to Apple and Google related to the distribution and the facilitation of in-app purchases of product features. These distribution channels might also offer other third parties services and products, which may compete with those Vimeo offers.

Vimeo also markets and offers its services and products through branded websites, allowing customers to transact directly with it in a convenient manner.

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Results of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 compared to the three and ~~six~~nine months ended ~~June~~September 30, 2024

Results of operations for the periods presented as a percentage of our revenue are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(as a % of revenue)
Revenue	100	%	100	%	100	%	100	%
Cost of revenue (exclusive of depreciation shown separately below)	22		2221		23		22
Gross profit	78		7879		77		78
Operating expenses:
Research and development expense	2830		2625		29		26
Sales and marketing expense	29		2728		3130		2928
General and administrative expense	1623		1819		1820		18
Depreciation	—		—		—		—
Amortization of intangibles	—		—		—		—
Total operating expenses	7482		7172		7880		73
Operating income (loss)	4		7		(1)		5
Operating (loss) income	(4)		7		(2)		6
Interest expense	—		—		—		—
Other income, net	23		43		23		4
Earnings before income taxes	6		11		1		8
Loss (earnings) before income taxes	(1)		11		—		9
Income tax benefit (provision)	—		(1)		—		(1)
Income tax provision	(1)		(2)		—		(1)
Net earnings	6	%	10	%	1	%	8	%
Net (loss) earnings	(2)	%	9	%	—	%	8	%

Revenue

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

Change

% Change

2025

2024

Change

% Change

(In thousands)

Self-Serve

5758,~~555~~743

58,~~374~~356

~~(819)~~387

(1)

~~113~~172,~~667~~410

~~117~~175,~~481~~837

(3,~~814~~427)

(32)

Vimeo Enterprise

2425,~~997~~503

2021,~~051~~675

43,~~946~~828

2518

4974,~~421~~924

3860,~~518~~193

1014,~~903~~731

2824

OTT

1211,~~268~~881

12,~~641~~358

(~~373~~477)

(34)

2436,~~511~~392

2538,~~700~~058

(1,~~189~~666)

(54)

Add-Ons

8,~~197~~025

109,~~190~~508

(1,~~993~~483)

(2016)

1624,~~779~~804

2030,~~994~~502

(45,~~215~~698)

(2019)

Other

1,~~633~~604

32,~~120~~667

(1,~~487~~063)

(4840)

34,~~306~~910

69,~~593~~260

(34,~~287~~350)

(5047)

Total revenue

~~104~~105,~~650~~756

104,~~376~~564

~~274~~1,192

—1

~~207~~313,~~684~~440

~~209~~313,~~286~~850

(~~1,602~~410)

~~(1)~~—

For the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024

Revenue increased $01.32 million, or 1%, due primarily to the following:

■Vimeo Enterprise increased $43.98 million, or 2518%, due primarily to increases of 1110% and 127% in Average Subscribers and ARPU, respectively.

■~~Add~~Self-~~Ons~~Serve ~~decreased~~increased $2.0.4 million, or 201%, due primarily to aan ~~decline~~increase of 13% in ~~demand~~ARPU, ~~for~~partially ~~bandwidth~~offset by a decrease of 11% in Average Subscribers.

■~~Other~~Add-Ons decreased $1.5 million, or 4816%, due primarily to ~~the Company actively deprecating~~ a ~~number~~decline ~~of products~~ in ~~this~~demand ~~category~~for bandwidth.

■~~Self-Serve~~Other decreased $01.81 million, or 140%, due primarily to athe ~~decrease~~Company ofactively ~~11%~~deprecating ina ~~Average~~number ~~Subscribers, partially offset by an increase~~ of ~~11%~~products in ~~ARPU~~this category.

■OTT decreased $0.45 million, or 34%, due primarily to a decrease of 87% in ARPU, partially offset by an increase of 53% in Average Subscribers.

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For the ~~six~~nine months ended ~~June~~ September 30, 2025 compared to the ~~six~~nine months ended ~~June~~ September 30, 2024

Revenue ~~decreased~~was ~~$1.6~~relatively ~~million~~flat, ~~or 1%,~~ due primarily to the following:

■Add-Ons decreased $45.27 million, or 2019%, due primarily to a decline in demand for bandwidth.

■~~Self-Serve~~Other decreased $34.84 million, or 347%, due primarily to athe ~~decrease~~Company ofactively ~~11%~~deprecating ina ~~Average~~number ~~Subscribers, partially offset by an increase~~ of 9%products in ~~ARPU~~this category.

■~~Other~~Self-Serve decreased $3.34 million, or 502%, due primarily to ~~the~~a ~~Company~~decrease ~~actively~~of ~~deprecating~~11% ain ~~number~~Average Subscribers, partially offset by an increase of ~~products~~10% in ~~this category~~ARPU.

■OTT decreased $1.27 million, or 54%, due primarily to a decrease of 96% in ARPU, partially offset by an increase of 52% in Average Subscribers.

■Vimeo Enterprise increased $1014.97 million, or 2824%, due primarily to increases of 14% and 129% in Average Subscribers and ARPU, respectively.

Cost of revenue (exclusive of depreciation shown separately below) and Gross profit

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(In thousands)
Cost of revenue (exclusive of depreciation shown separately below)	$	23,~~147~~414	$	2221,~~678~~708	$	~~469~~1,706	28	%	$	4770,~~201~~615	$	4667,~~121~~829	$	12,~~080~~786	24	%
Gross profit	$	8182,~~503~~342	$	8182,~~698~~856	$	(~~195~~514)	—(1)	%	$	~~160~~242,~~483~~825	$	~~163~~246,~~165~~021	$	(23,~~682~~196)	(21)	%
Gross margin	78%		7879%						77%		78%

For the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024

Cost of revenue increased $01.57 million, or 28%, due primarily to an increase in hosting costs of $0.57 million indriven ~~compensation~~by ~~expense~~higher ~~and~~overall ~~other~~prices ~~employee-related~~for ~~costs~~our ~~driven by increased headcount~~utilization.

Gross profit decreased $0.25 million, or 1%, due primarily to the increase in cost of revenue, offset in part by the increase in revenue.

For the ~~six~~nine months ended ~~June~~ September 30, 2025 compared to the ~~six~~nine months ended ~~June~~ September 30, 2024

Cost of revenue increased $12.18 million, or 24%, due primarily to an increase ~~in hosting costs~~ of $12.31 million in hosting costs driven by ~~increased~~higher ~~unit~~overall ~~pricing~~prices for our utilization.

Gross profit decreased $23.72 million, or 21%, due primarily to the ~~decrease~~increase in cost of revenue.

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Operating Expenses

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

Change

% Change

2025

2024

Change

% Change

(In thousands)

Research and development expense

2931,~~789~~208

26,~~972~~588

24,~~817~~620

1017

6092,~~975~~183

5581,~~107~~695

510,~~868~~488

1113

Sales and marketing expense

30,~~260~~440

2728,~~676~~799

21,~~584~~641

6394,~~618~~058

5988,~~981~~780

35,~~637~~278

General and administrative expense

1724,~~194~~832

19,~~087~~655

(15,~~893)~~177

~~(10)~~26

3762,~~331~~163

3756,~~121~~776

~~210~~5,387

Depreciation

4762

~~154~~102

(~~107~~40)

(7038)

91153

~~211~~313

(~~120~~160)

(5751)

Amortization of intangibles

~~489~~391

~~348~~347

~~141~~44

4112

~~836~~1,227

~~695~~1,042

~~141~~185

2018

Total operating expenses

7786,~~779~~933

7475,~~237~~491

311,~~542~~442

515

~~162~~249,~~851~~784

~~153~~228,~~115~~606

921,~~736~~178

For the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024

Research and development expense increased $24.86 million, or 1017%, due primarily to ~~increased~~an ~~investment~~increase ~~in products~~ of $42.01 million in restructuring costs driven by ana ~~increase~~ reduction-in-force ~~compensation~~implemented ~~expense~~in ~~and~~the ~~other~~third ~~employee-related~~quarter ~~costs~~of 2025 and an increase of $01.57 million in ~~restructuring~~compensation ~~costs~~expense ~~driven~~and byother ~~departmental reorganizations, partially offset by a decrease of $1.6 million in stock~~employee-~~based~~related ~~compensation~~costs ~~expense~~ driven by ~~executive~~an ~~leadership~~increase ~~changes~~in headcount.

Sales and marketing expense increased $21.6 million, or 96%, due primarily to ~~increases~~an increase of $01.8 million in ~~compensation~~restructuring ~~expense and other employee-related~~ costs ~~and~~driven ~~$0.7~~by ~~million~~a reduction-in ~~stock~~-~~based~~force ~~compensation~~implemented ~~expense~~in ~~driven~~the bythird ~~executive~~quarter ~~leadership~~of ~~changes~~2025.

General and administrative expense ~~decreased~~increased $15.92 million, or 1026%, due primarily to aan ~~decrease~~increase of $25.39 million in ~~stock-based~~transactions ~~compensation~~costs ~~expense~~ driven by ~~executive~~the ~~leadership changes~~Merger, partially offset by ana ~~increase~~decrease of $01.74 million in ~~restructuring~~stock-based ~~costs~~compensation expense driven by ~~departmental~~executive ~~reorganizations~~leadership changes.

For the ~~six~~nine months ended ~~June~~ September 30, 2025 compared to the ~~six~~nine months ended ~~June~~ September 30, 2024

Research and development expense increased $510.95 million, or 1113%, due primarily to ~~increased~~an ~~investment~~increase in ~~products~~compensation expense and other employee-related costs of $7.49 million driven by an increase in ~~compensation~~headcount ~~expense~~ and ~~other~~an ~~employee-related~~increase of restructuring costs, ~~partially~~of ~~offset~~$2.7 million primarily driven by a ~~decrease~~reduction-in-force implemented in the third quarter of ~~$2.1~~2025, ~~million~~partially offset by a decrease in stock-based compensation expense of $2.6 million driven by executive leadership changes.

Sales and marketing expense increased $35.63 million, or 6%, due primarily to increases of $1.7 million in restructuring costs primarily driven by a reduction-in-force implemented in the third quarter of 2025, $1.4 million in compensation expense and other employee-related costs, $1.3 million of professional fees for marketing services, and $1.21 million in stock-based compensation expense driven by executive leadership changes.

General and administrative expense ~~was~~increased ~~nearly~~$5.4 ~~flat~~million, ~~compared~~or 9%, due primarily to an increase of $5.9 million in transactions costs driven by the ~~prior~~Merger, ~~period~~partially offset by a decrease of $1.7 million in stock-based compensation expense driven by executive leadership changes.

Operating ~~income~~ (loss) income

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(In thousands)
Operating income (loss)	$	3,724	$	7,461	$	(3,737)	(50)	%	$	(2,368)	$	10,050	$	(12,418)	NM
Operating (loss) income	$	(4,591)	$	7,365	$	(11,956)	NM		$	(6,959)	$	17,415	$	(24,374)	NM

~~For the three months ended June 30, 2025 compared to the three months ended June 30, 2024~~29

Operating income decreased $3.7 million due to a decrease in gross profit of $0.2 million and an increase in operating expenses of $3.5 million. The decrease in gross profit was driven by an increase in cost of revenue. The increase in operating expenses was due primarily to increased investment in products of $4.0 million and an increase of $1.5 million in restructuring costs, partially offset by a decrease of $3.2 million in stock-based compensation expense.

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For the ~~six~~three months ended ~~June~~ September 30, 2025 compared to the ~~six~~three months ended ~~June~~ September 30, 2024

Operating ~~income~~ (loss) income decreased $12.40 million due to a decrease in gross profit of $20.75 million and an increase in operating expenses of $911.74 million. The decrease in gross profit was driven by ~~decreases~~an increase in ~~revenue~~cost ~~and~~of ~~gross~~revenue, ~~margin~~offset ~~(77%~~ in ~~2025~~part ~~and~~by ~~78%~~an increase in ~~2024)~~revenue. The increase in operating expenses was due primarily to ~~increased~~increases ~~investment~~of $5.9 million in ~~products~~transaction ofcosts, $74.2 million in restructuring costs, and $1.4 million in compensation expense and other employee-related costs, partially offset by a decrease of $2.0 million in stock-based compensation expense.

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Operating (loss) income decreased $24.4 million due to a decrease in gross profit of $3.2 million and an increase in operating expenses of $21.2 million. The decrease in gross profit was driven by an increase in cost of revenue. The increase in operating expenses was due primarily to increases of $7.9 million in compensation expense and other employee-related costs, $5.9 million in transaction costs, and $5.0 million in restructuring costs, partially offset by a decrease of $3.2 million in stock-based compensation expense.

Non-Operating Income and Expenses

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(In thousands)
Interest income	$	23,~~873~~108	$	3,~~760~~827	$	(~~887~~719)	(2419)	%	$	59,~~901~~009	$	711,~~431~~258	$	(12,~~530~~249)	(2120)	%
Foreign exchange (losses) gains, net	(360)		121		(481)		NM		(807)		266		(1,073)		NM
Foreign exchange gains (losses), net	47		(212)		259		NM		(760)		54		(814)		NM
Other income, net	$	23,~~513~~155	$	3,~~881~~615	$	(~~1,368~~460)	(3513)	%	$	58,~~094~~249	$	711,~~697~~312	$	(23,~~603~~063)	(3427)	%

Other income, net decreased $10.45 million and $23.61 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, due primarily to a decrease in Interest income driven by lower interest rates~~, and larger foreign currency remeasurement losses~~.

Income tax ~~benefit (~~provision)

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(In thousands)
Income tax benefit (provision)	$	48	$	(1,221)	$	1,269	NM		$	(357)	$	(1,553)	$	1,196	(77)	%
Income tax provision	$	(900)	$	(1,698)	$	798	(47)	%	$	(1,257)	$	(3,251)	$	1,994	(61)	%

Income tax ~~benefit (~~provision) ~~increased~~decreased $10.38 million and $1.2.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, primarily as a result of lower pre-tax income, partially offset by the impact of the valuation allowance.

For further details of income tax matters, see "Note 3—Income Taxes" to the financial statements included in "Item 1. Consolidated Financial Statements."

Adjusted EBITDA

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		Change		% Change		2025		2024		Change		% Change
	(In thousands)
Adjusted EBITDA	$	1012,~~935~~355	$	16,~~343~~082	$	(53,~~408~~727)	(3323)	%	$	1528,~~738~~093	$	2844,~~513~~595	$	(1216,~~775~~502)	(4537)	%
As a percentage of revenue	1012%		1615%						89%		14%

For the three months ended June 30, 2025 compared to the three months ended June 30, 2024

Adjusted EBITDA decreased $5.4 million to $10.9 million, primarily due to a decrease in gross profit and an increase in operating expenses driven by increased investment in products.

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For the six months ended June 30, 2025 compared to the six months ended June 30, 2024

Adjusted EBITDA decreased $12.8 million to $15.7 million, due to the factors described above in the three-month discussion.

For a reconciliation of net earnings to Adjusted EBITDA, see "Principles of Financial Reporting."

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For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Adjusted EBITDA decreased $3.7 million to $12.4 million, primarily due to a decrease in gross profit and an increase in operating expenses driven by an increase in compensation expense and other employee-related costs.

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Adjusted EBITDA decreased $16.5 million to $28.1 million, primarily due to a decrease in gross profit and an increase in operating expenses driven by an increase in compensation expense and other employee-related costs.

For a reconciliation of net (loss) earnings to Adjusted EBITDA, see "Principles of Financial Reporting."

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PRINCIPLES OF FINANCIAL REPORTING

We have provided Adjusted EBITDA in this report to supplement our financial information presented in accordance with U.S. generally accepted accounting principles ("GAAP"). We use this non-GAAP financial measure internally in analyzing our financial results and believe that it is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present a similar non-GAAP financial measure. However, our presentation of this non-GAAP financial measure may differ from the presentation of similarly titled measures by other companies. Adjusted EBITDA is one of the metrics on which our internal budgets are based and also one of the metrics by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP financial measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and corresponding non-GAAP measure, which we discuss below.

Definition of Non-GAAP Measure

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as operating (loss) income excluding: (1) stock-based compensation expense; (2) depreciation; (3) amortization of ~~intangible assets~~intangibles; (4) gains and losses recognized on changes in the fair value of contingent consideration arrangements; ~~and~~ (5) restructuring costs associated with exit or disposal activities such as a reduction in force or reorganization; and (6) transaction costs. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted EBITDA measure because these items are either non-cash or non-recurring in nature. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.

The reconciliation of net (loss) earnings to Adjusted EBITDA is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)
Net earnings	$	6,285	$	10,121	$	2,369	$	16,194
Net (loss) earnings	$	(2,336)	$	9,282	$	33	$	25,476
Add back:
Income tax (benefit) provision	(48)		1,221		357		1,553
Income tax provision	900		1,698		1,257		3,251
Other income, net	(23,~~513~~155)		(3,~~881~~615)		(58,~~094~~249)		(711,~~697~~312)
Operating income (loss)	3,724		7,461		(2,368)		10,050
Operating (loss) income	(4,591)		7,365		(6,959)		17,415
Add back:
Stock-based compensation expense	56,~~146~~164		8,~~380~~268		1420,~~134~~298		1523,~~352~~620
Depreciation	4762		~~154~~102		91153		~~211~~313
Amortization of intangibles	~~489~~391		~~348~~347		~~836~~1,227		~~695~~1,042
Restructuring costs	14,~~529~~435		—		37,~~045~~480		2,205
Adjusted EBITDA	$	10,935	$	16,343	$	15,738	$	28,513
Transaction costs	5,894		—		5,894		—
Adjusted EBITDA	$	12,355	$	16,082	$	28,093	$	44,595

Items That Are Excluded From Non-GAAP Measure

Stock-based compensation expense consists of expense associated with the grants of Vimeo stock-based awards. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base. We also consider the dilutive impact of stock-based awards in GAAP diluted (loss) earnings per share, to the extent such impact is dilutive.

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Depreciation is a non-cash expense relating to our leasehold improvements and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.

Amortization of ~~intangible~~intangibles ~~assets~~ are non-cash expenses related to capitalized internal-use software development costs or acquisitions. Amortization of capitalized internal-use software development costs is computed using the straight-line method to allocate the cost of such assets to operations over their estimated useful lives. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company are valued and amortized over their estimated useful lives. We believe that acquired intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization is not an ongoing cost of doing business.

Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report contingent consideration liabilities at fair value. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or the ongoing cost of doing business.

Restructuring costs consist of costs associated with exit or disposal activities such as severance and other post-employment benefits paid in connection with a reduction-in-force or reorganization. We consider these costs to be non-recurring in nature and therefore, are not indicative of current or future performance or the ongoing cost of doing business.

32Transaction costs consist of professional fees, such as legal, financial advisory, accounting, and other costs incurred by the Company that are directly related to the Merger. We consider these costs to be non-recurring in nature and therefore, are not indicative of current or future performance or the ongoing cost of doing business.

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VIMEO'S FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
	(In thousands)
Cash and cash equivalents:
United States	$	~~280~~299,~~530~~391	$	304,216
All other countries	2221,~~426~~257		21,060
Total cash and cash equivalents	$	~~302~~320,~~956~~648	$	325,276

Vimeo's international cash can be repatriated without significant tax consequences.

Cash Flow Information

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
	(In thousands)
Net cash provided by (used in)
Operating activities	$	1736,~~274~~756	$	2546,~~288~~057
Investing activities	$	(45,~~563~~411)	$	(~~160~~173)
Financing activities	$	(3536,~~935~~810)	$	(1521,~~408~~993)

Net cash provided by operating activities consists of net earnings adjusted for non-cash items and the effect of changes in working capital.

2025

Net cash provided by operating activities included net earnings of less than $20.41 million adjusted for non-cash items of $1725.71 million, ~~partially~~and ~~offset by~~ changes in working capital that ~~used~~provided $211.86 million. Changes in working capital primarily consisted of aan ~~decrease~~increase of $156.89 million in ~~accounts~~deferred ~~payable~~revenue and ~~other~~a ~~liabilities,~~decrease ~~partially offset by an increase~~ of $9.5.8 million in ~~deferred~~prepaid ~~revenue.~~expenses ~~The decrease in accounts payable~~ and other ~~liabilities~~assets. ~~was~~The ~~primarily~~increase ~~driven~~in bydeferred ~~the~~revenue ~~payment~~was ofdue ~~2024~~primarily ~~annual~~to ~~cash~~an ~~bonuses~~increase in ~~2025,~~Self-Serve ~~partially offset by accruals for 2025 annual cash bonuses~~bookings. The ~~increase~~decrease in ~~deferred~~prepaid ~~revenue~~expenses and other assets was due ~~primarily~~ to anthe ~~increase~~timing inof ~~Self-Serve~~invoice ~~bookings~~payments.

Net cash used in investing activities primarily included $45.43 million of capitalized internal-use software development costs.

Net cash used in financing activities primarily included $23.8 million of common stock repurchases and $1214.41 million of withholding taxes paid related to the settlement of equity awards.

2024

Net cash provided by operating activities included net earnings of $1625.25 million adjusted for non-cash items of $1828.67 million, partially offset by changes in working capital that used $98.51 million. Changes in working capital primarily consisted of a decrease in accounts payable and other liabilities of $137.04 million and a decrease in deferred revenue of $4.2 million, partially offset by a decrease of $4.2 million in prepaid expenses and other assets ~~of $2~~.9 ~~million.~~ The decrease in accounts payable and other liabilities was driven by the payment of 2023 annual cash bonuses in 2024, lease payments, and estimated tax payments, partially offset by accruals for 2024 annual and supplemental cash bonuses. The decrease ~~from~~in deferred revenue was due primarily to lower Self-Serve, Add-Ons, and Other bookings, partially offset by growth in Vimeo Enterprise bookings. The decrease in prepaid expenses and other assets was due to the timing of invoice payments.

Net cash used in investing activities included $0.2 million of capital expenditures.

Net cash used in financing activities included $1116.58 million of common stock repurchases and $35.92 million of withholding taxes paid related to the settlement of equity awards.

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Liquidity and Capital Resources

Stock Repurchase Program and Activity

During the three months ended March 31, 2025, the Company repurchased 3.9 million shares of its common stock, on a trade date basis, at a weighted average cost of $6.10 per share, for an aggregate purchase price of $23.5 million and completed its authorized purchases pursuant to the program. On April 29, 2025, the Board authorized a new stock repurchase program of up to $50 million of the Company’s common stock (the “2025 Repurchase Program”). See "Note 5—Shareholders' Equity" for additional information related to the 2025 Repurchase Program.

Outstanding Stock-Based Awards

Stock-based awards are settled in shares of Vimeo common stock and may be settled on a gross or net basis based upon factors deemed relevant at the time. Currently, stock-based awards are generally settled on a net basis, such that individual award holders will receive shares of Vimeo common stock, net of a number of shares of Vimeo common stock equal to the required cash tax withholding payment, which will be paid by Vimeo on the employee's behalf.

Liquidity Assessment

At ~~June~~September 30, 2025, Vimeo had $~~303~~320.06 million in cash and cash equivalents and no debt. Vimeo believes its existing cash and cash equivalents and expected positive cash flows generated from operations will be sufficient to fund its normal operating requirements, capital expenditures, internal-use software development costs, withholding taxes related to net settled stock-based awards, and repurchases under the 2025 Repurchase Program for at least the next twelve months. Vimeo does not currently expect to incur significant capital expenditures.

Vimeo's liquidity could be negatively affected by a decrease in demand for our products and services, or the occurrence of unexpected expenses. Vimeo may need to raise additional capital through future debt or equity financings to make additional acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be available on terms favorable to Vimeo or at all.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 19, 2025.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Vimeo monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, Vimeo modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Vimeo's management, including its principal executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of Vimeo's disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that Vimeo's disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes to Vimeo's internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended ~~June~~September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Vimeo's internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures, Vimeo's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under "Note 9—Contingencies" in the accompanying notes to our consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the risk factors below and information set forth in this Form 10-Q, you should carefully consider the risks described under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us.

Our business may be vulnerable to changes in political and economic conditions globally, including the effects of tariffs and other trade measures.

Our overall performance depends in part on global economic conditions. Global economic and business activities continue to face widespread macroeconomic uncertainties, including market volatility, changes in international economic and trade relations, supply chain disruptions, changes in the labor market, elevated interest rates and potential increases in inflation, foreign currency exchange rate fluctuations and recession risks, which may continue for an extended period. Additionally, the instability in the political environment in many parts of the world, including in the United States, and changes and uncertainty with respect to trade policies, actual or threatened tariffs, treaties, government regulations, executive orders, directives and enforcement priorities could have an adverse effect on the global economy and/or our business. Given the volatility and uncertainty regarding the scope and duration of tariffs and other aspects of U.S. and foreign government trade policies, the ultimate impact on our operations and financial results remains uncertain.

Adverse macroeconomic conditions may result in decreased or delayed business spending by our current and prospective customers and business partners, reduced demand for or usage of our products, lower renewal rates by our customers, longer or delayed sales cycles, including current and prospective customers delaying contract signing or contract renewals, reduced budgets or minimum commitments related to the products that we offer, or delays in customer payments or our ability to collect accounts receivable, all of which could negatively affect our revenue and business. Additionally, our customers may be affected by changes and uncertainty in the global political environment with respect to trade and other policies. For example, uncertainty regarding the impact of tariffs on certain countries by the U.S. administration, as well as potential or actual retaliatory measures taken by trade partners, have adversely affected trade relations, put increased pressure on supply chains, and led to increased market volatility, and such effects may continue. Any resulting harm to our customers’ businesses could depress their usage levels and/or purchasing power and lead them to reduce their spending with us. Further, if customers fail to pay us as a result of adverse macroeconomic or geopolitical conditions or otherwise, we may be required to take steps to enforce the terms of our contracts and collect amounts due, which may not succeed. In an inflationary environment, we may be unable to raise the sales prices of our products and services at or above the rate at which our costs increase, which could have a material adverse effect on our financial results.

Macroeconomic and political conditions and uncertainties may exacerbate many of the other risks described in this “Risk Factors” section.

Risks Related to the Pending Merger

The pending Merger subjects us to a number of risks and uncertainties, including, but not limited to, the following:

The Merger may not be completed on the anticipated terms or timeline, or at all.

The closing of the Merger is subject to the satisfaction of various conditions, including the receipt of Vimeo stockholder approval of the Merger Agreement and receipt of required antitrust approvals. There can be no assurance that these conditions will be satisfied or that the Merger will be completed within the expected timeframe or at all. If the Merger is not completed, we may experience significant disruptions, including loss of key personnel, negative impacts on business relationships, and increased costs. If the Merger is not completed, our stockholders would not receive any payment for their shares in connection

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with the Merger, and we would remain an independent public company, with our shares continuing to be traded on The Nasdaq Stock Market LLC.

While the Merger is pending, we are subject to business uncertainties and certain contractual restrictions.

The business uncertainties and contractual restrictions in effect while the Merger is pending may adversely affect our relationships with customers, third-party vendors, users, and other business partners. We may experience reduced customer confidence, or changes in vendor terms. We may also be subject to restrictions on business activities due to contractual restrictions under the terms of the Merger Agreement, which could impact the ability to pursue certain business opportunities or respond to changing market conditions.

In connection with the Merger, our current and prospective employees could experience uncertainty about their future with us.

In connection with the Merger, our current and prospective employees could experience uncertainty about their future with us or decide that they do not want to continue their employment. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with Vimeo following the completion of the Merger. The loss of officers or employees could adversely affect our business, results of operations, and financial condition. Such adverse effects could also be increased by a delay in the completion of the Merger for any reason. We may also experience challenges in hiring new employees during the pendency of the Merger, or if the Merger Agreement is terminated, which could harm our ability to grow our business, execute on our business plans or enhance our operations.

If the Merger is not completed, Vimeo’s stock price may decline and we may be adversely affected.

The current market price of our common stock may reflect a market assumption that the Merger will be completed. If the Merger is not completed, the price of our common stock could decline significantly, and we may be subject to additional risks, including loss of key personnel, negative impacts on business relationships, and increased difficulty in attracting and retaining employees, users and business partners. In addition, a failed transaction may result in negative publicity and a negative impression of us among our third-party vendors, customers, users or in the investment community or business community generally.

Our stockholders will not benefit from future growth opportunities as stockholders of Vimeo if the Merger is completed.

If the Merger is completed, stockholders will receive cash for their shares of common stock and will no longer have the opportunity to participate in any future growth or potential appreciation in the value of Vimeo.

We may incur significant direct and indirect costs and expenses related to the Merger, including paying a termination fee under certain circumstances.

We have incurred, and expect to continue to incur, significant costs in connection with the Merger, including legal, financial advisory, accounting, and other transaction-related expenses, regardless of whether the Merger is completed. Additionally, if the Merger Agreement is terminated under certain circumstances, we may be required to pay a termination fee to Bending Spoons US Inc. in the amount of $40.1 million, which could have a material adverse effect on our financial condition and results of operations.

We may be a target of litigation related to the Merger, which could result in substantial costs and may delay or prevent the Merger from being completed.

We currently are, and may be in the future, subject to lawsuits or other legal proceedings related to the Merger, which could result in significant costs, divert management’s attention, and delay or prevent the completion of the Merger. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, that injunction may delay or prevent the transaction from being completed, which may adversely affect our business, results of operations and financial condition.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 5. Other Information

During our fiscal quarter ended ~~June~~September 30, 2025, none of Vimeo's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.

ExhibitNumber	Description	Location
10.1#*	Separation Agreement, dated as of June 16, 2025, by and between Vimeo, Inc. and Gillian Munson	Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on June 16, 2025.
2.1*	Agreement and Plan of Merger, dated as of September 10, 2025, among Vimeo, Inc., Bending Spoons US Inc., Bending Spoons S.p.A., and Bloomberg Merger Sub Inc.	Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on September 10, 2025.
10.1#	Amended & Restated Separation Agreement, dated as of August 4, 2025, by and between Vimeo, Inc. and Gillian Munson	Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 4, 2025.
10.2#	Amended & Restated Separation Agreement, dated as of August 28, 2025, by and between Vimeo, Inc. and Gillian Munson	Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 29, 2025.
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act	Filed herewith.
32.1**	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act	Furnished herewith.
32.2**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act	Furnished herewith.
101.INS	Inline XBRL Instance	Filed herewith. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation	Filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition	Filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Labels	Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation	Filed herewith.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith.

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# Management contract or compensatory plan or arrangement.

* The exhibits and certain personal information have been omitted from the Separation Agreement as filed with the42

~~Securities~~Table ~~and Exchange Commission pursuant to Items 601(a)(6) and 601(b)(2)~~ of ~~Regulation S-K. The Registrant~~Contents

~~agrees~~* Schedules tohave ~~furnish~~been aomitted ~~copy~~pursuant ofto ~~any~~Item ~~omitted~~601(b)(2) ~~information~~of ~~upon~~Regulation ~~request~~S-K. ~~from~~The ~~the~~Company ~~Securities~~hereby ~~and~~undertakes ~~Exchange~~to ~~Commission.~~furnish

supplementally copies of any of the omitted schedules upon request by SEC.

** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:

~~August~~October 428, 2025

Vimeo, Inc.

By:

/s/ ~~Gillian~~Austin ~~Munson~~Kaplicer

Gillian Munson

Austin Kaplicer

Chief Financial Officer(Principal Financial Officer)

Interim Chief Financial Officer(Principal Financial Officer)

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