iaci-20250408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2025

IAC Inc.

(Exact name of registrant as specified in charter)


Delaware	001-39356	84-3727412
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 West 18th Street,

New York,

10011

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (212) 314-7300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock, par value $0.0001

IAC

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01. Regulation FD Disclosure.

On April 8, 2025, IAC Inc. ("IAC" or the "Company") posted supplemental financial information to reflect Angi Inc. ("Angi"), including Total Home Roofing, LLC ("Roofing"), which Angi sold on November 1, 2023 and IAC included in Emerging & Other following such sale, as discontinued operations within IAC's consolidated financial statements for all periods prior to March 31, 2025 on its website (http://ir.iac.com/quarterly-results).

On March 31, 2025, the Company completed the previously announced spin-off of Angi, including Roofing, by means of a special dividend (the "Distribution") of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock and IAC Class B common stock. As a result of the Distribution, IAC no longer owns any shares of Angi capital stock and Angi became an independent public company.

As a result of the Distribution, the operations of Angi, including Roofing, were accounted for as discontinued operations by IAC in accordance with ASC 205, “Presentation of Financial Statements.”

Other than the changes described above, there are no other changes to the Company's reportable segments reflected in the supplemental financial information, a copy of which is furnished herewith as Exhibit 99.1.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

Exhibits.


Exhibit Number			Description
99.1			Supplemental financial information
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.


			IAC Inc.

			By:						/s/ KENDALL HANDLER
			Name:						Kendall Handler
			Title:						Executive Vice President, Chief Legal Officer & Secretary

Date: April 8, 2025

Exhibit 99.1

The tables below reflect IAC on a continuing operations basis excluding Angi described in Item 7.01 of this Form 8-K. The information presented below should be read in conjunction with IAC Inc.'s historical consolidated financial statements and notes thereto found on the U.S. Securities and Exchange Commission's website at http://www.sec.gov.


	2022		2023										2024
	FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31
	(Unaudited; in thousands)
Revenue
Dotdash Meredith	$	1,934,699	$	387,582	$	413,998	$	417,457	$	475,856	$	1,694,893	$	390,540	$	425,161	$	439,463	$	522,065	$	1,777,229
Care.com	362,570		94,547		87,620		101,558		91,314		375,039		92,527		87,650		95,746		93,697		369,620
Search	731,431		152,475		177,036		166,068		133,459		629,038		108,473		101,756		88,284		89,186		387,699
Emerging & Other	323,386		59,484		60,283		56,867		52,827		229,461		34,014		19,886		18,565		16,563		89,028
Inter-segment eliminations	(8,265)		(2,219)		(2,417)		(2,446)		(1,946)		(9,028)		(1,264)		(60)		(58)		(73)		(1,455)
Total revenue	$	3,343,821	$	691,869	$	736,520	$	739,504	$	751,510	$	2,919,403	$	624,290	$	634,393	$	642,000	$	721,438	$	2,622,121

Operating (loss) income
Dotdash Meredith(a)(b)	$	(188,091)	$	(111,234)	$	(17,820)	$	(3,573)	$	(18,111)	$	(150,738)	$	(20,829)	$	18,338	$	22,061	$	87,304	$	106,874
Care.com	31,189		17,546		5,836		16,489		5,333		45,204		13,071		328		15,732		4,613		33,744
Search	83,398		10,770		13,961		12,011		7,456		44,198		4,356		4,624		2,389		6,037		17,406
Emerging & Other	(137,343)		(6,101)		(2,483)		(13,637)		(563)		(22,784)		(21,081)		(6,773)		(2,618)		(7,223)		(37,695)
Corporate	(144,289)		(37,772)		(40,278)		(35,740)		(39,873)		(153,663)		(38,938)		(38,006)		(29,418)		(42,645)		(149,007)
Total operating (loss) income	$	(355,136)	$	(126,791)	$	(40,784)	$	(24,450)	$	(45,758)	$	(237,783)	$	(63,421)	$	(21,489)	$	8,146	$	48,086	$	(28,678)

Stock-based compensation expense
Dotdash Meredith	$	(21,755)	$	(5,091)	$	(5,570)	$	(6,411)	$	(6,429)	$	(23,501)	$	(7,349)	$	(6,680)	$	(5,832)	$	(5,964)	$	(25,825)
Care.com	—		—		—		—		—		—		—		—		—		—		—
Search	—		—		—		—		—		—		—		—		—		—		—
Emerging & Other	(507)		(352)		(355)		(436)		(457)		(1,600)		(410)		(253)		(478)		(485)		(1,626)
Corporate	(48,546)		(10,621)		(14,138)		(11,374)		(12,328)		(48,461)		(11,751)		(13,494)		(11,897)		(13,152)		(50,294)
Total stock-based compensation expense	$	(70,808)	$	(16,064)	$	(20,063)	$	(18,221)	$	(19,214)	$	(73,562)	$	(19,510)	$	(20,427)	$	(18,207)	$	(19,601)	$	(77,745)

Depreciation
Dotdash Meredith(b)	$	(41,385)	$	(33,366)	$	(16,868)	$	(8,728)	$	(11,295)	$	(70,257)	$	(8,555)	$	(6,018)	$	(5,714)	$	(6,017)	$	(26,304)
Care.com	(1,609)		(674)		(531)		(618)		(1,415)		(3,238)		(1,810)		(1,045)		(1,058)		(2,044)		(5,957)
Search	(88)		(21)		(21)		(22)		(21)		(85)		(21)		(21)		(62)		—		(104)
Emerging & Other	(82)		(23)		(24)		(21)		(135)		(203)		(23)		(13)		(19)		(10)		(65)
Corporate	(9,552)		(1,653)		(1,660)		(1,791)		(2,050)		(7,154)		(2,315)		(2,027)		(2,024)		(2,042)		(8,408)
Total depreciation	$	(52,716)	$	(35,737)	$	(19,104)	$	(11,180)	$	(14,916)	$	(80,937)	$	(12,724)	$	(9,124)	$	(8,877)	$	(10,113)	$	(40,838)


	2022		2023										2024
	FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31
	(Unaudited; in thousands)
Amortization of intangibles
Dotdash Meredith	$	(277,712)	$	(49,660)	$	(49,474)	$	(56,697)	$	(123,906)	$	(279,737)	$	(35,167)	$	(35,388)	$	(35,034)	$	(30,828)	$	(136,417)
Care.com	(14,101)		(2,122)		(1,893)		(1,894)		(1,854)		(7,763)		(1,552)		(1,322)		(1,321)		(1,285)		(5,480)
Search	—		—		—		—		—		—		—		—		—		—		—
Emerging & Other	(1,464)		(162)		(153)		(149)		(48)		(512)		(9)		—		—		—		(9)
Corporate	—		—		—		—		—		—		—		—		—		—		—
Total amortization of intangibles	$	(293,277)	$	(51,944)	$	(51,520)	$	(58,740)	$	(125,808)	$	(288,012)	$	(36,728)	$	(36,710)	$	(36,355)	$	(32,113)	$	(141,906)

Acquisition-related contingent consideration fair value adjustment
Dotdash Meredith	$	612	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Care.com	—		—		—		—		—		—		—		—		—		—		—
Search	—		—		—		—		—		—		—		—		—		—		—
Emerging & Other	—		—		—		—		—		—		—		—		—		—		—
Corporate	—		—		—		—		—		—		—		—		—		—		—
Total acquisition-related contingent consideration fair value adjustment	$	612	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Goodwill impairment
Dotdash Meredith	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Care.com	—		—		—		—		—		—		—		—		—		—		—
Search	—		—		—		—		—		—		—		—		—		—		—
Emerging & Other	(86,748)		—		—		(9,000)		—		(9,000)		—		—		—		—		—
Corporate	—		—		—		—		—		—		—		—		—		—		—
Total goodwill impairment	$	(86,748)	$	—	$	—	$	(9,000)	$	—	$	(9,000)	$	—	$	—	$	—	$	—	$	—

Adjusted EBITDA(c)
Dotdash Meredith(a)	$	152,149	$	(23,117)	$	54,092	$	68,263	$	123,519	$	222,757	$	30,242	$	66,424	$	68,641	$	130,113	$	295,420
Care.com	46,899		20,342		8,260		19,001		8,602		56,205		16,433		2,695		18,111		7,942		45,181
Search	83,486		10,791		13,982		12,033		7,477		44,283		4,377		4,645		2,451		6,037		17,510
Emerging & Other	(48,542)		(5,564)		(1,951)		(4,031)		77		(11,469)		(20,639)		(6,507)		(2,121)		(6,728)		(35,995)
Corporate	(86,191)		(25,498)		(24,480)		(22,575)		(25,495)		(98,048)		(24,872)		(22,485)		(15,497)		(27,451)		(90,305)
Total Adjusted EBITDA	$	147,801	$	(23,046)	$	49,903	$	72,691	$	114,180	$	213,728	$	5,541	$	44,772	$	71,585	$	109,913	$	231,811

The following table reconciles net (loss) earnings attributable to IAC shareholders to operating (loss) income to Adjusted EBITDA:


	2022		2023										2024
	FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31		Q1		Q2		Q3		Q4		FYE 12/31
	(Unaudited; in thousands)
Net (loss) earnings attributable to IAC shareholders	$	(1,170,170)	$	417,775	$	(89,045)	$	(390,538)	$	327,750	$	265,942	$	45,031	$	(142,232)	$	(243,719)	$	(198,977)	$	(539,897)
Add back:
Net (loss) earnings attributable to noncontrolling interest	(22,285)		(2,456)		(2,585)		(1,484)		(1,100)		(7,625)		(59)		765		6,274		(413)		6,567
Earnings from discontinued operations, net of tax(d)(e)	116,046		11,673		12,286		4,379		8,212		36,550		4,472		(3,225)		(38,784)		(2,301)		(39,838)
Income tax (benefit) provision	(311,263)		137,852		(22,048)		(113,784)		96,142		98,162		46,527		(40,432)		(86,169)		(61,797)		(141,871)
Other expense (income), net	218,963		(19,938)		(5,797)		(21,564)		660		(46,639)		(30,321)		(50,123)		(10,384)		(7,708)		(98,536)
Unrealized loss (gain) on investment in MGM Resort International	723,515		(704,840)		32,362		463,421		(512,611)		(721,668)		(163,751)		179,284		346,272		287,373		649,178
Interest expense	90,058		33,143		34,043		35,120		35,189		137,495		34,680		34,474		34,656		31,909		135,719
Operating (loss) income	(355,136)		(126,791)		(40,784)		(24,450)		(45,758)		(237,783)		(63,421)		(21,489)		8,146		48,086		(28,678)
Add back:
Stock-based compensation expense	70,808		16,064		20,063		18,221		19,214		73,562		19,510		20,427		18,207		19,601		77,745
Depreciation	52,716		35,737		19,104		11,180		14,916		80,937		12,724		9,124		8,877		10,113		40,838
Amortization of intangibles	293,277		51,944		51,520		58,740		125,808		288,012		36,728		36,710		36,355		32,113		141,906
Acquisition-related contingent consideration fair value adjustment	(612)		—		—		—		—		—		—		—		—		—		—
Goodwill impairment	86,748		—		—		9,000		—		9,000		—		—		—		—		—
Adjusted EBITDA	$	147,801	$	(23,046)	$	49,903	$	72,691	$	114,180	$	213,728	$	5,541	$	44,772	$	71,585	$	109,913	$	231,811

(a)The 2022 operating loss of $188.1 million and Adjusted EBITDA of $152.1 million at Dotdash Meredith include $73.2 million of restructuring costs and $7.1 million of transaction-related costs associated with the acquisition of Meredith. Restructuring costs were related to several actions to improve efficiencies and better align Dotdash Meredith's cost structure following the acquisition of Meredith on December 1, 2021, including (i) the discontinuation of certain print publications and the shutdown of PeopleTV, (ii) a voluntary retirement program, (iii) the consolidation of certain leased spaces and (iv) a reduction in force plan. Q1 2023 operating loss of $111.2 million and Adjusted EBITDA loss of $23.1 million at Dotdash Meredith include $44.7 million of impairment charges of a right-of-use asset related to unoccupied leased office space.

(b)The 2022 operating loss of $188.1 million and depreciation of $41.4 million at Dotdash Meredith include $7.0 million of restructuring costs primarily related to the impairment of leasehold improvements and furniture and equipment related to the consolidation of certain leased spaces following the Meredith acquisition. Q1 2023 operating loss of $111.2 million and depreciation of $33.4 million at Dotdash Meredith include $25.3 million of impairment charges related to leasehold improvements and furniture and equipment related to unoccupied leased office space. Q2 2023 operating loss of $17.8 million and depreciation of $16.9 million at Dotdash Meredith include a $4.2 million write-off of certain leasehold improvements and furniture and equipment.

(c)Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, if applicable. 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. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.

(d)On May 25, 2021, the Company completed the separation of its Vimeo business from the remaining businesses of the Company through a series of transactions that resulted in the transfer of its Vimeo business to Vimeo, Inc., (formerly named Vimeo Holdings, Inc., "Vimeo"), and Vimeo becoming an independent, separately traded public company through a spin-off from IAC. Vimeo was presented as discontinued operations within IAC's consolidated financial statements for all periods prior to May 25, 2021. Earnings from discontinued operations in 2022 include $2.7 million of income tax benefit related to the Company's allocation of certain federal and state net operating losses to Vimeo based on the filing of its 2021 tax returns.

(e)On March 31, 2025, IAC completed the previously announced spin-off of Angi, including Roofing, by means of a special dividend (the "Distribution") of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock and IAC Class B common stock. As a result of the Distribution, IAC no longer owns any shares of Angi capital stock and Angi became an independent public company. The operations of Angi, including Roofing, which Angi sold on November 1, 2023 and IAC included in Emerging & Other following its sale, were presented as discontinued operations within IAC's consolidated financial statements for all periods prior to March 31, 2025.