PPLI 10-Q
People Inc (PPLI)
10-Q
2025-11-03
For: 2025-09-30
View Original
Added on
April 08, 2026
As filed with the Securities and Exchange Commission on November 3, 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 September 30, 2025
Or
| 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. 001-39356
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of registrant’s principal executive offices)
(212 ) 314-7300
(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 | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act:
None
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 (§232.405 of this chapter) 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.
| ☒ | 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 October 31, 2025, the following shares of the registrant’s common stock were outstanding:
| Common Stock | |||||
| Class B common stock | |||||
| Total | 77,433,044 | ||||
TABLE OF CONTENTS
| Page Number | ||||||||
PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
IAC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands, except par value amounts) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
Buildings, land, equipment, leasehold improvements and capitalized software, net | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization | |||||||||||
| Investment in MGM Resorts International | |||||||||||
| Long-term investments | |||||||||||
| Other non-current assets | |||||||||||
| Non-current assets of discontinued operations | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| LIABILITIES: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable, trade | |||||||||||
| Deferred revenue | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Non-current liabilities of discontinued operations | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Commitments and contingencies | |||||||||||
| SHAREHOLDERS' EQUITY: | |||||||||||
Common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
| Total IAC shareholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders' equity | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | |||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | |||||||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating (loss) income | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gain (loss) on investment in MGM Resorts International | ( | ( | |||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from discontinued operations, net of tax | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net earnings attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to IAC shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per share information from continuing operations: | |||||||||||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per share information attributable to IAC common stock and Class B common stock shareholders: | |||||||||||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Stock-based compensation expense by function: | |||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income, net of income taxes | |||||||||||||||||||||||
Change in foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Change in net unrealized losses on interest rate swaps | ( | ( | ( | ( | |||||||||||||||||||
| Change in unrealized gains and losses on available-for-sale marketable debt securities | ( | ||||||||||||||||||||||
| Total other comprehensive (loss) income, net of income taxes | ( | ( | |||||||||||||||||||||
| Comprehensive loss, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Components of comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Change in foreign currency translation adjustment attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to IAC shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three and nine months ended September 30, 2025
(Unaudited)
| Redeemable Noncontrolling Interests | Common Stock, $ | Class B common stock, $ | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total IAC Shareholders' Equity | Noncontrolling Interests | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | Shares | $ | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of income taxes | — | — | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of IAC treasury stock | — | — | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests to redemption amount | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of income taxes | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of IAC's former CEO's restricted common stock award | — | — | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding taxes paid on IAC's transfer of Angi Inc. Class B shares to its former CEO | — | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Angi Inc. Class A common stock pursuant to stock-based awards, net of withholding taxes, prior to the Distribution | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of IAC treasury stock | — | — | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of Angi Inc. treasury stock prior to the Distribution | — | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests to redemption amount | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution of IAC's investment in Angi Inc. | — | — | — | — | — | ( | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of Angi Inc. noncontrolling interest | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three and nine months ended September 30, 2024
(Unaudited)
| Redeemable Noncontrolling Interests | Common Stock, $ | Class B common stock, $ | Additional Paid-in-Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Total IAC Shareholders' Equity | Noncontrolling Interests | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | Shares | $ | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of income taxes | — | — | — | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of Angi Inc. treasury stock | — | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interests | — | — | — | — | — | ( | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests to redemption amount | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of Angi Inc. treasury stock | — | — | — | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interests | — | — | — | — | — | ( | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests to redemption amount | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
7
IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Cash flows from operating activities attributable to continuing operations: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Less: Net earnings from discontinued operations | |||||||||||
| Net loss from continuing operations | ( | ( | |||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities attributable to continuing operations: | |||||||||||
| Amortization of intangibles | |||||||||||
| Loss related to the allocation of a disputed gain on a real estate transaction | |||||||||||
| Depreciation | |||||||||||
| Non-cash lease expense (including right-of-use asset impairments) | |||||||||||
| Net loss (gain) on sales of investments and businesses (including unrealized losses on investments) | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Net gains on amendments and early terminations of lease agreements | ( | ( | |||||||||
| Unrealized (gain) loss on investment in MGM Resorts International | ( | ||||||||||
| Unrealized increase in the estimated fair value of a warrant | ( | ||||||||||
| Other adjustments, net | ( | ||||||||||
| Changes in assets and liabilities, net of effects of dispositions: | |||||||||||
| Accounts receivable | |||||||||||
| Other assets | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Income taxes payable and receivable | ( | ||||||||||
| Deferred revenue | |||||||||||
| Net cash provided by operating activities attributable to continuing operations | |||||||||||
| Cash flows from investing activities attributable to continuing operations: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Distribution of Angi Inc.'s cash in the spin-off | ( | ||||||||||
| Net proceeds from the sales of investments and businesses | |||||||||||
| Proceeds from the sale of a portion of the retirement investment fund | |||||||||||
| Purchase of retirement investment fund | ( | ||||||||||
| Net proceeds from sales of fixed assets | |||||||||||
| Proceeds from maturities of marketable debt securities | |||||||||||
| Purchases of marketable debt securities | ( | ||||||||||
| Net collections of notes receivable | |||||||||||
| Other, net | |||||||||||
| Net cash (used in) provided by investing activities attributable to continuing operations | ( | ||||||||||
| Cash flows from financing activities attributable to continuing operations: | |||||||||||
| Principal payments on the Term Loans | ( | ( | |||||||||
| Net proceeds from the Term Loans refinancing | |||||||||||
| Proceeds from the issuance of the 2032 Notes | |||||||||||
| Debt issuance and deferred financing costs | ( | ||||||||||
| Withholding taxes paid on behalf of employees on net settled stock-based awards | ( | ( | |||||||||
| Purchases of treasury stock | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used in financing activities attributable to continuing operations | ( | ( | |||||||||
| Total cash (used in) provided by continuing operations | ( | ||||||||||
| Net cash (used in) provided by operating activities attributable to discontinued operations | ( | ||||||||||
| Net cash used in investing activities attributable to discontinued operations | ( | ( | |||||||||
| Net cash used in financing activities attributable to discontinued operations | ( | ( | |||||||||
| Total cash (used in) provided by discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | |||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
8
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As used herein, “IAC,” the “Company,” “we,” “our,” “us” and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
On July 31, 2025, Dotdash Meredith Inc. was rebranded “People Inc.” and is referred to as such throughout this report (unless the context requires otherwise). Dotdash Meredith Inc. remains the entity’s legal name.
Nature of Operations
Angi Inc. Spin-Off
On March 31, 2025, IAC completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IAC to holders of its common stock and Class B common stock. As a result of the Distribution, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025. See “Note 12—Discontinued Operations” for additional information.
Basis of Presentation
The Company prepares its consolidated financial statements (referred to herein as “financial statements”) in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The financial statements include all accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between entities comprising the Company have been eliminated.
The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring 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 unaudited interim financial statements should be read in conjunction with the annual audited financial statements of the Company and notes thereto for the year ended December 31, 2024 filed with the SEC on Form 8-K on June 12, 2025.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions, if applicable, during the preparation of its financial statements in accordance with GAAP. These estimates, judgments and assumptions affect the amounts reported in the financial statements and the disclosures in the accompanying notes. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, if applicable, including those related to: the fair values of cash equivalents and marketable equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the recoverability of right-of-use assets (“ROU assets”); the useful lives and recoverability of buildings, equipment, leasehold improvements and capitalized software and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; the fair value of interest rate swaps; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; pension and post-retirement benefit plan assets and liabilities, including actuarial assumptions regarding discount rates, expected returns on plan assets, inflation and healthcare costs; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant.
9
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
General Revenue Recognition
The Company accounts for a contract with a customer when it has approval and commitment from all authorized parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
Practical Expedients and Exemptions
For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), applicable to such contracts and does not consider the time value of money.
In addition, as permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is tied to sales-based or usage-based royalties, allocated entirely to unsatisfied performance obligations, or to a wholly unsatisfied promise accounted for under the series guidance and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
The Company also applies the practical expedient to expense commissions paid pursuant to sales incentive programs as incurred where the anticipated customer relationship period is one year or less.
Deferred Revenue
The following table presents the changes in deferred revenue:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Beginning deferred revenue balance recognized during the period | ( | ( | |||||||||
| Net change primarily due to timing of collections and recognition | |||||||||||
| Sale of assets of Mosaic Group on February 15, 2024 | ( | ||||||||||
| Balance at September 30 | $ | $ | |||||||||
Non-current deferred revenue was $0.1
10
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Certain Risks and Concentrations
Services Agreement with Google
On January 20, 2025, the Company entered into a further amendment to its Services Agreement (the “Amendment”), with the amended terms effective on April 1, 2025. Following the execution of the Amendment, the expiration date of the Services Agreement was extended from March 31, 2025 to March 31, 2026, with an automatic renewal for an additional one-year period absent notice of non-renewal from either party on or before December 31, 2025. The Company earns certain other advertising revenue from Google that is not attributable to the Services Agreement. A portion of the Company’s net cash from operating activities that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.
The Services Agreement requires that the Company comply with certain guidelines promulgated by Google. Google may generally unilaterally update its policies and guidelines without advance notice. These updates may be specific to the Services Agreement or could be more general and thereby impact the Company as well as other companies. These policy and guideline updates have in the past, continue to and are expected in the future to require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have and are expected to in the future negatively impact revenue and been costly to address, and which have had and could have an adverse effect on our business, financial condition and results of operations. Further, changes to certain of the economic terms of the Services Agreement became effective April 1, 2025 and could impact Search revenue.
For the three and nine months ended September 30, 2025, total revenue earned from Google was $81.5 million and $272.4 million, respectively, representing 14 % and 16 % , respectively, of the Company’s revenue. The revenue attributable to the Services Agreement is earned at Search and was $51.4 million and $182.0 million for the three and nine months ended September 30, 2025, respectively, representing 9 % and 10 %, respectively, of the Company’s total revenue.
For the three and nine months ended September 30, 2024, total revenue earned from Google was $116.6 million and $374.5 million, respectively, representing 18 % and 20 %, respectively, of the Company’s revenue. The revenue attributable to the Services Agreement is earned at Search and was $86.0 million and $287.3 million for the three and nine months ended September 30, 2024, respectively, representing 13 % and 15 % , respectively, of the Company’s total revenue.
The related accounts receivable totaled $28.2 million and $43.7 million at September 30, 2025 and December 31, 2024, respectively.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
There were no recently issued pronouncements adopted by the Company during the nine months ended September 30, 2025.
Recent Accounting Pronouncements Not Yet Adopted by the Company
Accounting Standards Update (“ASU”) No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, which establishes required categories and a quantitative threshold for the annual tabular rate reconciliation disclosures and disaggregated jurisdictional disclosures of income taxes paid. The guidance’s annual requirements are effective for the Company beginning with the reporting period for the fiscal year ending December 31, 2025. ASU No. 2023-09 may be applied either prospectively or retrospectively. The Company will adopt ASU No. 2023-09 in its financial statements for the year ending December 31, 2025 on a retrospective basis. ASU No. 2023-09 does not affect the Company’s results of operations, financial condition or cash flows.
11
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
ASU No. 2024-03—Income Statement-Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, which is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as purchases of inventory, employee compensation, depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU No. 2024-03 also requires disclosure of the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted, and ASU No. 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2024-03, its impact on its disclosures and the method of adoption. ASU No. 2024-03 does not affect the Company’s results of operations, financial condition or cash flows. The Company does not plan to early adopt ASU No. 2024-03.
ASU No. 2025-06—Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, which amends the existing standard by removing references to software development project stages and clarifying the criteria for capitalization. ASU No. 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. Early adoption is permitted, and ASU No. 2025-06 may be applied prospectively, retrospectively or with a modified transition approach. The Company is currently assessing the timing and method of the adoption of ASU No. 2025-06, and its impact on its results of operations, financial condition and cash flows.
NOTE 2—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Marketable Securities
At September 30, 2025 and December 31, 2024, the Company has no investments in available-for-sale marketable debt securities.
Investment in MGM
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Investment in MGM | $ | $ | |||||||||
At September 30, 2025, the Company owns 64.7 million common shares of MGM, which represents 23.8 % of MGM's common shares outstanding. The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations. For the three and nine months ended September 30, 2025, the Company recorded unrealized pre-tax gains from its investment in MGM of $17.5 million and $0.6 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded unrealized pre-tax losses from its investment in MGM of $346.3 million and $361.8 million, respectively. The cumulative unrealized net pre-tax gain through September 30, 2025 is $979.5 million. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million.
12
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents MGM’s summarized financial information for the nine months ended September 30, 2025 and 2024. As noted above, the Company has elected to account for its investment in MGM pursuant to the fair value option. By electing the fair value option, the Company’s investment in MGM is remeasured each reporting period with any changes recognized through income based on MGM’s closing stock price. As a result, the value of our investment and the financial impacts in any given period are not necessarily correlated with the income statement information presented below.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Revenues | $ | $ | |||||||||
| Expenses | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
| Net (loss) income attributable to MGM | $ | ( | $ | ||||||||
Long-term Investments
Long-term investments consist of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Equity securities without readily determinable fair values | $ | $ | |||||||||
| Total long-term investments | $ | $ | |||||||||
Equity Securities without Readily Determinable Fair Values
The following table presents a summary of unrealized pre-tax gains and losses recorded in “Other (expense) income, net” in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at September 30, 2025 and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Upward adjustments (gross unrealized pre-tax gains) | $ | $ | $ | $ | |||||||||||||||||||
| Downward adjustments including impairments (gross unrealized pre-tax losses) | ( | ( | ( | ||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, 2025 were $31.4 million and $170.9 million, respectively.
Realized and unrealized pre-tax gains and losses for the Company’s investments without readily determinable fair values for the three and nine months ended September 30, 2025 and 2024 are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Realized pre-tax gains, net, for equity securities sold | $ | $ | $ | $ | |||||||||||||||||||
| Unrealized pre-tax losses, net, on equity securities held | ( | ( | ( | ||||||||||||||||||||
| Total pre-tax losses, net recognized | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
All pre-tax gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in “Other (expense) income, net” in the statement of operations.
13
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
| September 30, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Time deposits | |||||||||||||||||||||||
| Other current assets: | |||||||||||||||||||||||
| Retirement investment fund | |||||||||||||||||||||||
| Investment in MGM | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Other long-term liabilities: | |||||||||||||||||||||||
Interest rate swaps(a) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(a) Interest rate swaps relate to the $350 million notional amount which hedge the Term Loan B-2 and, prior to the effectiveness of the amendments to the Credit Agreement, the Term Loan B-1. See “Note 3—Long-term Debt” for additional information. The fair value of interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which are Level 2 inputs.
14
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair Value Measurements | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Time deposits | |||||||||||||||||||||||
| Other current assets: | |||||||||||||||||||||||
| Retirement investment fund | |||||||||||||||||||||||
| Investment in MGM | |||||||||||||||||||||||
| Other non-current assets: | |||||||||||||||||||||||
Interest rate swaps(a) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Warrant
The Company owns preferred shares of Turo, a peer-to-peer car sharing marketplace, which are accounted for as an equity security without a readily determinable fair value, as the preferred shares are not common stock equivalents. As part of the Company’s original investment in Turo preferred shares, the Company received a warrant that was recorded at fair value each reporting period with any change in fair value included in “Other (expense) income, net” in the statement of operations. The warrant was measured using significant unobservable inputs and classified in the fair value hierarchy table as Level 3. The Company net settled its Turo warrant on July 23, 2024 (the warrant expiration date) for 4.5 million shares of Series E-2 preferred stock and the fair value of the warrant of $70.0 million was reclassified to equity securities without readily determinable fair values. The Company had measured this warrant at fair value at June 30, 2024 using the settlement value of the shares received pursuant to its net exercise on July 23, 2024.
The following tables present the change in the warrant for the three and nine months ended September 30, 2024, which was measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
| Three Months Ended September 30, 2024 | |||||
| (In thousands) | |||||
| Balance at April 1 | $ | ||||
| Settlements | ( | ||||
| Balance at September 30 | $ | ||||
| Nine Months Ended September 30, 2024 | |||||
| (In thousands) | |||||
| Balance at January 1 | $ | ||||
| Total net gains: | |||||
| Fair value adjustments included in earnings | |||||
| Settlements | ( | ||||
| Balance at September 30 | $ | ||||
15
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, buildings, equipment, leasehold improvements and capitalized software, are adjusted to fair value only when an impairment is recognized. The Company's financial assets, comprising equity securities without readily determinable fair values, are adjusted to fair value when observable price changes for similar or identical securities are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is $490.9 million.
Financial instruments measured at fair value only for disclosure purposes
The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $1.44 billion and $1.49 billion at September 30, 2025 and December 31, 2024, respectively.
NOTE 3—LONG-TERM DEBT
All of the Company’s long-term debt are liabilities of People Inc. and consists of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Term Loan A-1 due May 14, 2030 | $ | $ | |||||||||
| Term Loan B-2 due June 16, 2032 | |||||||||||
| Term Loan A due December 1, 2026 | |||||||||||
| Term Loan B-1 due December 1, 2028 | |||||||||||
| Total long-term debt | |||||||||||
| Less: current portion of long-term debt | |||||||||||
| Less: original issue discount | |||||||||||
| Less: unamortized debt issuance costs | |||||||||||
| Total long-term debt, net | $ | $ | |||||||||
On November 26, 2024, People Inc. entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”), which governed both the Term Loan A and the then existing revolving credit facility, and replaced $1.18 288.8 million of the then outstanding Term Loan A due December 1, 2026 with $350 million of the Term Loan A-1 due May 14, 2030 (“Term Loan A-1”) and (2) provided for a new five-year $150 million revolving credit facility (“Revolving Facility”) that expires on May 14, 2030, which replaced the then existing revolving credit facility that expired on December 1, 2026. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 due December 1, 2028 with a combination of $700 million of the Term Loan B-2 due June 16, 2032 (“Term Loan B-2”) and $400 million of the 7.625 % Senior Secured Notes due June 15, 2032 (“2032 Notes”). On June 16, 2025, People Inc. also entered into an indenture that governs the 2032 Notes (the “Indenture”) and Amendment No. 3 to the Credit Agreement and Second Amendment to the Security Agreement (“Amendment No. 3”), which governs the new Term Loan A-1, Term Loan B-2 and Revolving Facility. The Term Loan A, Term Loan A-1, Term Loan B, Term Loan B-1 and Term Loan B-2 are collectively referred to herein as the “Term Loans.” In addition to extending the maturity dates of People Inc.’s debt, the refinancing transactions resulted in a net decrease in debt of $21.3 million, which was funded by cash on hand.
16
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
During the second quarter of 2025, People Inc. recorded an extinguishment loss of $8.5 million to write off a pro-rata amount of unamortized capitalized costs and the original issue discount related to the previously outstanding Term Loans and the then existing revolving credit facility as a result of the refinancing transactions. Debt issuance costs and original issuance discount related to the refinancing transactions of $12.9 million and $3.5 million, respectively, were recorded and are presented as a reduction of the carrying value of the related debt in the balance sheet. The deferred financing costs of $0.8 million related to the Revolving Facility were capitalized and are included in “Other non-current assets” in the balance sheet. The extinguishment loss is recorded in “Interest expense” in the statement of operations. Fees incurred of $0.6 million that did not qualify for capitalization are recorded in “Other (expense) income, net” in the statement of operations.
People Inc. has never made any borrowings under any of its revolving credit facilities. The annual commitment fee on undrawn funds is based on People Inc.’s most recently reported consolidated net leverage ratio, as defined in the governing agreements, and was 35 and 40 basis points at September 30, 2025 and December 31, 2024, respectively. Any borrowings under the Revolving Facility would bear interest, at People Inc.’s option, at either a base rate or secured overnight financing rate (“SOFR”), plus an applicable margin, which is based on People Inc.’s consolidated net leverage ratio.
As of the last day of any calendar quarter, subject to certain exemptions and increases for qualifying material acquisitions, the governing agreements require People Inc. to maintain a consolidated net leverage ratio as of the last day of such quarter of no greater than 5.5 4.0 4.0
The governing agreements allow the Company to contribute cash to People Inc., which the Company has in the past and may in the future, to provide, among other things, additional liquidity to improve People Inc.’s consolidated net leverage ratios for any test period. These agreements also allow People Inc. to make distributions to the Company in amounts not to exceed these capital contributions, provided that no default has occurred and is continuing. In June and September 2025, the Company contributed $80 55 4.0 55 50 20 4.0 5.5
The obligations under the governing agreements are guaranteed by certain of People Inc.’s wholly-owned domestic subsidiaries and are secured by substantially all of the assets of People Inc. and those subsidiaries.
Long-term Debt Maturities:
The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025, of $4.4 million through December 31, 2027, $8.8 million thereafter through December 31, 2028 and $13.1 million thereafter through maturity. The Term Loan B-2 requires quarterly principal payments of $1.8 million commencing March 31, 2026 through maturity. Annually, the Term Loan B-2 may require additional principal payments as part of an excess cash flow sweep provision, the amount of which is determined, in part, by People Inc.’s applicable net leverage ratio and is further subject to the excess cash flow exceeding certain thresholds as defined in the governing agreements. No such payment was required on the Term Loan B-1 related to the period ended December 31, 2024.
17
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Long-term debt maturities at September 30, 2025 are summarized in the table below:
| Year Ending December 31, | (In thousands) | ||||
Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | |||||
| Less: current portion of long-term debt | |||||
| Less: unamortized original issue discount | |||||
| Less: unamortized debt issuance costs | |||||
| Total long-term debt, net | $ | ||||
Any time prior to June 15, 2028, People Inc. may redeem all or a part of the 2032 Notes, by providing notice pursuant to the Indenture, at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed plus the applicable premium, as defined in the Indenture, and accrued and unpaid interest, if any, to, but not including, the date of redemption. On and after June 15, 2028, the 2032 Notes may be redeemed at the prices set forth below (expressed as percentages of principal amount of the 2032 Notes to be redeemed), plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:
| Year | Percentage | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 and thereafter | |||||
Prior to June 15, 2028, during each twelve-month period commencing with June 16, 2025, up to 10 % of the aggregate principal amount of the 2032 Notes may be redeemed at a redemption price equal to 103.0 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Interest Rates and Interest Rate Swaps:
Prior to the effectiveness of Amendment No. 2 and Amendment No. 3, the Term Loan A bore interest at an adjusted term SOFR plus an applicable margin depending on People Inc.’s most recently reported consolidated net leverage ratio, each as defined in the governing agreements. The adjustment to SOFR was fixed at 0.10 % under Amendment No. 1, and such adjustment was removed upon the execution of Amendment No. 2. At September 30, 2025, the Term Loan A-1 bore interest at SOFR plus 2.00 %, or 6.14 %. At December 31, 2024, the Term Loan A bore interest at an adjusted term SOFR plus 2.25 %, or 6.94 %. At September 30, 2025 and December 31, 2024, the Term Loan B-2 and the Term Loan B-1, respectively, bore interest at SOFR, subject to a minimum of 0.50 %, plus 3.50 %, or 7.78 % and 8.05 %, respectively, as the applicable margin was unchanged under the governing agreements. Interest payments are due at least quarterly through the respective maturity dates of the Term Loans.
People Inc. holds interest rate swaps with a total notional amount of $350 million, which synthetically convert a portion of the Term Loan B-2 and, prior to the effectiveness of Amendment No. 3, the Term Loan B-1, from a variable rate to a fixed rate to manage interest rate risk exposure until April 1, 2027. Should SOFR continue to equal or exceed 0.50 %, then the fixed rate for the Term Loan B-2 will be approximately 7.32 % ((i) the weighted average fixed interest rate of approximately 3.82 % on the interest rate swaps and (ii) the base rate of 3.50 %). In the event SOFR becomes less than 0.50 %, then the interest rate swaps would be fixed in a range from approximately 7.32 % to 7.42 % as determined by the governing agreements.
18
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
People Inc. has designated the interest rate swaps as cash flow hedges and applies hedge accounting to these contracts in accordance with FASB ASC Topic 815, Derivatives and Hedging. As cash flow hedges, the interest rate swaps are recognized at fair value on the balance sheet as either assets or liabilities, with the changes in fair value recorded in “Accumulated other comprehensive loss” in the balance sheet. Realized gains or losses are reclassified into “Interest expense” in the statement of operations. The cash flows related to interest settlements of the hedged monthly interest payments are classified as operating activities in the statement of cash flows, consistent with the interest expense on the related Term Loan B-2 and the Term Loan B-1.
NOTE 4—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive loss, net of income tax.
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Foreign Currency Translation Adjustment | Unrealized Losses On Interest Rate Swaps | Accumulated Other Comprehensive Loss | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at July l | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||
Net current period other comprehensive loss | ( | ( | ( | ||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | ( | |||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Unrealized Gains (Losses) On Interest Rate Swaps | Unrealized Gains On Available-For-Sale Marketable Debt Securities | Accumulated Other Comprehensive Loss | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at July l | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Accumulated other comprehensive loss allocated to noncontrolling interests during the period | |||||||||||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
19
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Nine Months Ended September 30, 2025 | |||||||||||||||||
| Foreign Currency Translation Adjustment | Unrealized Gains (Losses) On Interest Rate Swaps | Accumulated Other Comprehensive (Loss) Income | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at January 1 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||
Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||
| Accumulated other comprehensive loss allocated to noncontrolling interests during the period | |||||||||||||||||
| Distribution of Angi | ( | ( | |||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | ( | |||||||||||
Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Unrealized (Losses) Gains On Interest Rate Swaps | Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at January 1 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified to earnings | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Accumulated other comprehensive loss allocated to noncontrolling interests during the period | |||||||||||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The amounts reclassified out of foreign currency translation adjustment into earnings for the nine months ended September 30, 2024 relate to the substantial liquidation of certain international subsidiaries.
At September 30, 2025 and 2024, there was $0.5 million and $0.9 million of deferred income tax benefit, respectively, related to unrealized losses on interest rate swaps. At September 30, 2024, there was no deferred income tax provision or benefit related to net unrealized gains and losses on available-for-sale marketable debt securities.
NOTE 5—SEGMENT INFORMATION
The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker’s (“CODM”) view of the businesses. The Office of the Chairman, which is comprised of certain executives and members of the board of directors, is the CODM of the Company. In determining our operating segments, we consider how the businesses are organized as to segment management and the focus of the businesses with regards to the types of services or products offered or the target market. In the case of Emerging & Other, operating segments are combined for reporting purposes because they do not meet the quantitative thresholds that require presentation as separate reportable segments.
20
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Disaggregated Revenue
The following table presents revenue by reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||
| Digital | $ | $ | $ | $ | |||||||||||||||||||
Intersegment eliminations(a) | ( | ( | ( | ( | |||||||||||||||||||
| Total People Inc. | |||||||||||||||||||||||
| Care.com | |||||||||||||||||||||||
| Search | |||||||||||||||||||||||
| Emerging & Other | |||||||||||||||||||||||
Intersegment eliminations(b) | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
_____________________
(a) Intersegment eliminations relate to Digital performance marketing commissions earned for the placement of magazine subscriptions and Digital advertising related to media campaigns sold by an agency business within Print.
(b) For the nine months ended September 30, 2024, intersegment eliminations primarily relate to advertising sold by People Inc. to other IAC owned businesses.
21
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents the revenue of the Company’s segments disaggregated by type of service:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||
| Digital: | |||||||||||||||||||||||
| Advertising revenue | $ | $ | $ | $ | |||||||||||||||||||
| Performance marketing revenue | |||||||||||||||||||||||
| Licensing and other revenue | |||||||||||||||||||||||
| Total Digital revenue | |||||||||||||||||||||||
| Print: | |||||||||||||||||||||||
| Subscription revenue | |||||||||||||||||||||||
| Advertising revenue | |||||||||||||||||||||||
| Project and other revenue | |||||||||||||||||||||||
| Newsstand revenue | |||||||||||||||||||||||
| Performance marketing revenue | |||||||||||||||||||||||
| Total Print revenue | |||||||||||||||||||||||
Intersegment eliminations(a) | ( | ( | ( | ( | |||||||||||||||||||
| Total People Inc. revenue | $ | $ | $ | $ | |||||||||||||||||||
| Care.com | |||||||||||||||||||||||
| Consumer revenue | $ | $ | $ | $ | |||||||||||||||||||
| Enterprise revenue | |||||||||||||||||||||||
| Total Care.com revenue | $ | $ | $ | $ | |||||||||||||||||||
| Search | |||||||||||||||||||||||
| Advertising revenue: | |||||||||||||||||||||||
| Google advertising revenue | $ | $ | $ | $ | |||||||||||||||||||
| Non-Google advertising revenue | |||||||||||||||||||||||
| Total advertising revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
Total Search revenue | $ | $ | $ | $ | |||||||||||||||||||
22
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Segment Expenses
The following table presents the significant segment expenses regularly provided to the CODM for each of the Company’s reportable segments that are included in determining Segment Adjusted EBITDA, which is the Company’s segment reporting performance measure:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||
| Digital: | |||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Total Digital expenses | |||||||||||||||||||||||
| Print: | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Total Print expenses | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
Other(c)(d) | ( | ||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total People Inc. expenses | $ | $ | $ | $ | |||||||||||||||||||
| Care.com | |||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Total Care.com expenses | $ | $ | $ | $ | |||||||||||||||||||
| Search | |||||||||||||||||||||||
Traffic acquisition costs and online marketing(e) | $ | $ | $ | $ | |||||||||||||||||||
Other segment items(f) | |||||||||||||||||||||||
| Total Search expenses | $ | $ | $ | $ | |||||||||||||||||||
_____________________
(c) Other comprises unallocated corporate expenses.
(d) The three months ended September 30, 2025 include a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early. The nine months ended September 30, 2025 include net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above.
(e) Traffic acquisition costs include payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications.
(f) Search other segment items include compensation expense, excluding stock-based compensation, and other operating expenses.
23
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Segment Reporting Performance Measure and Reconciliations
Adjusted EBITDA is the segment reporting performance measure used by the CODM as one of the metrics by which we evaluate the performance of our businesses and our internal budgets are based and may impact management compensation. 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.
Approximately one-half of our consolidated annual Adjusted EBITDA is generated in the fourth quarter of each fiscal year. This is due to the concentration of spending by advertisers, which drives higher advertising revenue, and consumer spending, which drives higher performance marketing revenue, during the year-end holiday selling season at People Inc.
The following table presents a summary of Segment Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||
| Digital | $ | $ | $ | $ | |||||||||||||||||||
Other(c)(d) | ( | ( | ( | ||||||||||||||||||||
| Total People Inc. | |||||||||||||||||||||||
| Care.com | |||||||||||||||||||||||
| Search | |||||||||||||||||||||||
| Emerging & Other | ( | ( | ( | ( | |||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
The following table reconciles total Segment Adjusted EBITDA to loss from continuing operations before income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Corporate Adjusted EBITDA loss | ( | ( | ( | ( | |||||||||||||||||||
Stock-based compensation expense(g) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gain (loss) on investment in MGM Resorts International | ( | ( | |||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
24
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
_____________________
(g) The nine months ended September 30, 2025 reflect the reversal of $49.8 million of previously recognized stock-based compensation expense related to the forfeiture of our former Chief Executive Officer’s (“CEO”) restricted stock award pursuant to an employment transition agreement (the “Employment Transition Agreement”) entered into on January 13, 2025, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company, prior to the Distribution to our former CEO, pursuant to the Employment Transition Agreement.
Segment Assets
Segment asset information is not regularly presented to the CODM.
Capital Expenditures
The following table presents capital expenditures:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
People Inc. | $ | $ | |||||||||
| Care.com | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
Geographic Information
Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| All other countries | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Long-lived assets (excluding goodwill and intangible assets): | |||||||||||
| United States | $ | $ | |||||||||
| All other countries | |||||||||||
| Total | $ | $ | |||||||||
25
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 6—PENSION AND POST-RETIREMENT BENEFIT PLANS
The following tables present the components of net periodic benefit cost (credit) for the People Inc. pension and post-retirement benefit plans:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Pension | Post-Retirement | Pension | Post-Retirement | ||||||||||||||||||||||||||||||||
| Domestic | International | Domestic | Domestic | International | Domestic | ||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Actuarial loss (gain) recognition | ( | ||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (credit) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Pension | Post-Retirement | Pension | Post-Retirement | ||||||||||||||||||||||||||||||||
| Domestic | International | Domestic | Domestic | International | Domestic | ||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Actuarial loss (gain) recognition | ( | ||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (credit) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
People Inc. froze and terminated the domestic funded pension plan as of December 31, 2022 and the last of the required customary regulatory approvals for the termination were received in 2024. In connection with the termination of this plan, the liabilities were settled through a combination of (i) lump sum payments to eligible participants who elected to receive them and (ii) the purchase of annuity contracts for participants who either did not elect lump sums or were already receiving benefits. During the third quarter of 2024, the domestic funded pension plan’s remaining assets of $15.3 million were transferred to a suspense account in the trust for the IAC Inc. Retirement Savings Plan (the "IAC Plan"). In accordance with Internal Revenue Service ("IRS") requirements, assets in the suspense account are to be allocated to active People Inc. participants in the IAC Plan no less than ratably over a period not to exceed seven years, which may be accelerated. During the third quarter of 2024, People Inc. made its first asset allocation under the requirements and has made further allocations during 2025. See “Note 2—Financial Instruments and Fair Value Measurements” for additional information regarding this retirement investment fund.
The actuarial gain of $4.4 million and $5.5 million for the three and nine months ended September 30, 2024, respectively, primarily relates to the final annuity contract pricing and lump sum payments for the domestic funded pension plan, partially offset by investment performance and plan expenses.
NOTE 7—INCOME TAXES
At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
26
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision or benefit in the quarter in which the change occurs. Included in the income tax provision for the three and nine months ended September 30, 2025 was a benefit of $7.3
For the three months ended September 30, 2025, the Company recorded an income tax benefit of $27.3 million, which represents an effective income tax rate of 56 %, which was higher than the statutory rate of 21% due primarily to the change in the estimated annual effective income tax rate (as discussed above), excess tax benefits generated by the exercise of stock-based awards, non-deductible compensation expense and state taxes, partially offset by research credits. For the nine months ended September 30, 2025, the Company recorded an income tax benefit of $43.5 million, which represents an effective income tax rate of 51 %, which was higher than the statutory rate of 21% due primarily to non-taxable stock-based compensation expense, state taxes and the realization of a capital loss, partially offset by research credits and a deferred tax adjustment. The non-taxable stock-based compensation expense relates to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement. For the three months ended September 30, 2024, the Company recorded an income tax benefit of $86.2 million, which represents an effective income tax rate of 24 %, which was higher than the statutory rate of 21% due primarily to state taxes. For the nine months ended September 30, 2024, the Company recorded an income tax benefit of $80.1 million, which represents an effective income tax rate of 18 %, which was lower than the statutory rate of 21% due primarily to the non-deductible portion of goodwill in the sale of the assets of Mosaic Group and non-deductible compensation expense, partially offset by the realization of a capital loss, research credits and state taxes.
As a result of the Distribution, the Company has allocated to Angi a portion of the tax attributes related to the consolidated federal and state tax filings pursuant to the Internal Revenue Code and applicable state law. This allocation requires that the Company’s net deferred tax liability be adjusted in the year of the Distribution with a corresponding adjustment to additional paid-in capital. The allocation of attributes that was recorded as of the Distribution on March 31, 2025 was preliminary and subject to adjustments. An allocation of additional tax attributes will be made at the close of the tax year on December 31, 2025 as an adjustment to additional paid-in capital, as well as upon the filing of the 2025 tax return in the fourth quarter of 2026 and potential tax audits in the future.
The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. During the third quarter of 2025, the IRS notified the Company that its federal income tax return for the year ended December 31, 2023, has been selected for audit. Returns filed in various other jurisdictions are open to examination beginning with the 2015 tax year. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from the examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations, and/or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At September 30, 2025 and December 31, 2024, accruals for interest and penalties are not material.
27
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At September 30, 2025 and December 31, 2024, unrecognized tax benefits, including interest and penalties, were $16.2 million and $14.6 million, respectively. Unrecognized tax benefits, including interest and penalties, at September 30, 2025 increased by $1.6 million due primarily to research credits. If unrecognized tax benefits at September 30, 2025 are subsequently recognized, $15.2 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 2024 was $13.7 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.3 million by September 30, 2026 due to expected settlements and statute expirations, all of which would reduce the income tax provision from continuing operations.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act contains multiple changes to the Internal Revenue Code with certain changes effective in 2025 and others with effective dates through 2027. These changes include allowing accelerated tax deductions for domestic research expenditures and qualified property, and changes to the net interest expense deduction limitations. The Act has a limited effect on our estimated annual effective income tax rate.
NOTE 8—LOSS PER SHARE
The Company treats its common stock and Class B common stock as one class of stock for net earnings (loss) per share (“EPS”) purposes as both classes of stock participate in earnings, dividends and other distributions on the same basis.
On January 13, 2025, the restricted common stock award of 3.0 million shares (“restricted shares”) previously issued to our former CEO on November 5, 2020 (such award, the “Restricted Stock Award”), which was a participating security, was forfeited by our former CEO pursuant to the Employment Transition Agreement. The Company calculated basic EPS using the two-class method prior to the restricted shares being forfeited because those restricted shares were unvested and had a non-forfeitable dividend right in the event the Company declared a cash dividend on its common shares and would have participated in all other distributions of the Company in the same manner as all other IAC common shares. Diluted EPS is calculated on the most dilutive basis, which excludes stock-based awards that would be anti-dilutive, including prior to its forfeiture the restricted stock award previously granted to our former CEO.
Basic EPS is computed by dividing net earnings (loss) attributable to holders of IAC common stock and Class B common stock by the weighted-average number of shares of common stock and Class B common stock outstanding during the period. If more dilutive, while the restricted shares were outstanding, undistributed earnings allocated to the participating security was subtracted from earnings in determining earnings attributable to holders of IAC common stock and Class B common stock for basic EPS.
Diluted EPS is computed by dividing net earnings (loss) attributable to holders of IAC common stock and Class B common stock by the weighted-average number of common stock and Class B common stock outstanding plus dilutive securities during the period. If more dilutive, while the restricted shares were outstanding, diluted EPS was adjusted for the reallocation of undistributed earnings allocated to the participating security in determining earnings attributable to holders of IAC common stock and Class B common stock for diluted EPS.
28
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Basic EPS: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net (earnings) loss attributable to noncontrolling interests of continuing operations | ( | ( | ( | ||||||||||||||||||||
| Net earnings attributed to unvested participating security | |||||||||||||||||||||||
| Net loss from continuing operations attributable to IAC common stock and Class B common stock shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from discontinued operations, net of tax | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests of discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net earnings attributed to unvested participating security | |||||||||||||||||||||||
| Net earnings from discontinued operations attributable to IAC common stock and Class B common stock shareholders | |||||||||||||||||||||||
| Net loss attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average basic IAC common stock and Class B common stock shares outstanding(a) | |||||||||||||||||||||||
| Loss per share: | |||||||||||||||||||||||
| Loss per share from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Earnings per share from discontinued operations, net of tax, attributable to IAC common stock and Class B common stock shareholders | |||||||||||||||||||||||
| Loss per share attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
29
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Diluted EPS: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net (earnings) loss attributable to noncontrolling interests of continuing operations | ( | ( | ( | ||||||||||||||||||||
| Net earnings attributed to unvested participating security | |||||||||||||||||||||||
| Net loss from continuing operations attributable to IAC common stock and Class B common stock shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Earnings from discontinued operations, net of tax | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests of discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net earnings attributed to unvested participating security | |||||||||||||||||||||||
| Net earnings from discontinued operations attributable to IAC common stock and Class B common stock shareholders | |||||||||||||||||||||||
| Net loss attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average basic IAC common stock and Class B common stock shares outstanding(a) | |||||||||||||||||||||||
Dilutive securities(b) | |||||||||||||||||||||||
Denominator for earnings per share—weighted average shares(b) | |||||||||||||||||||||||
| Loss per share: | |||||||||||||||||||||||
| Loss per share from continuing operations attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Earnings per share from discontinued operations, net of tax, attributable to IAC common stock and Class B common stock shareholders | |||||||||||||||||||||||
| Loss per share attributable to IAC common stock and Class B common stock shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
_____________________
(a) On November 5, 2020, IAC’s CEO was granted the Restricted Stock Award. On January 13, 2025, the Restricted Stock Award was forfeited by our former CEO pursuant to the Employment Transition Agreement. The Company calculated basic EPS using the two-class method prior to the restricted shares being forfeited because those restricted shares were unvested and had a non-forfeitable dividend right in the event the Company declared a cash dividend on its common shares and would have participated in all other distributions of the Company in the same manner as all other IAC common shares.
30
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 9—FINANCIAL STATEMENT DETAILS
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:
| September 30, 2025 | December 31, 2024 | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash included in other current assets | |||||||||||||||||||||||
| Restricted cash included in other non-current assets | |||||||||||||||||||||||
| Cash and cash equivalents included in current assets of discontinued operations | |||||||||||||||||||||||
| Restricted cash included in non-current assets of discontinued operations | |||||||||||||||||||||||
| Total cash and cash equivalents and restricted cash as shown on the statement of cash flows | $ | $ | $ | $ | |||||||||||||||||||
Restricted cash included in “Other non-current assets” in the balance sheet at September 30, 2025 and “Other current assets” at December 31, 2024, September 30, 2024 and December 31, 2023 primarily consists of cash held in escrow related to the funded People Inc. pension plan in the United Kingdom. Restricted cash included in “Other current assets” in the balance sheet at September 30, 2024 also includes cash received from Care.com’s payment solutions customers for payroll and related taxes, which were remitted subsequent to the period end. Restricted cash included in “Other current assets” for all periods presented also includes cash held related to insurance programs at Care.com.
Credit Losses
The following table presents the changes in the allowance for credit losses:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Current period provision for credit losses | |||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries collected | |||||||||||
| Other | |||||||||||
| Balance at September 30 | $ | $ | |||||||||
Accumulated Depreciation and Amortization
The following table provides the accumulated depreciation and amortization within the balance sheet:
| Asset Category | September 30, 2025 | December 31, 2024 | |||||||||
| (In thousands) | |||||||||||
| Buildings, equipment, leasehold improvements and capitalized software | $ | $ | |||||||||
| Intangible assets | $ | $ | |||||||||
31
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Other (expense) income, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Loss related to the allocation of a disputed gain on a real estate transaction(a) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Net (downward) upward adjustments to the carrying value of equity securities without readily determinable fair values and net gains (losses) on sales of investments and businesses (including unrealized losses on investments)(b) | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Unrealized increase in the estimated fair value of a warrant | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Other (expense) income, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
_____________________
(a) See “Note 10—Contingencies ” for additional information on the loss related to the allocation of a disputed gain on a real estate transaction.
(b) The nine months ended September 30, 2024 include a pre-tax gain of $29.2 million on the sale of assets of Mosaic Group, which was included within Emerging & Other, and was accounted for as a sale of a business.
NOTE 10—CONTINGENCIES
In the ordinary course of business, the Company is subject to various lawsuits and other contingent matters. The Company establishes accruals for specific legal and other matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal and other matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, and for which the Company cannot estimate a loss or range of loss, will not have a material impact on the liquidity, results of operations or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including unrecognized tax benefits 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 and/or financial condition of the Company. See “Note 7—Income Taxes” for information related to unrecognized tax benefits.
32
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 11—RELATED PARTY TRANSACTIONS
IAC and Angi
Allocation of CEO Compensation and Certain Expenses
Our former CEO served as the CEO of Angi from October 10, 2022 through April 8, 2024, at which point Angi appointed a new CEO. As a result, for the nine months ended September 30, 2024, IAC allocated $2.4 million in costs to Angi (including salary, benefits, stock-based compensation and costs related to IAC’s CEO’s office). These costs were allocated from IAC based upon time spent on Angi by our former CEO. Management considered the allocation method to be reasonable. The allocated costs also included costs directly attributable to Angi that were initially paid for by IAC and billed by IAC to Angi.
The Combination, Distribution and Related Agreements
The Company and Angi, in connection with the transaction resulting in the formation of Angi in 2017, which is referred to as the “Combination,” entered into a contribution agreement, an investor rights agreement, a services agreement, a tax sharing agreement and an employee matters agreement, which collectively governed the relationship between IAC and Angi prior to the Distribution.
Following the completion of the Distribution on March 31, 2025, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent, public company. In addition, Angi is no longer considered a related party. The agreements between IAC and Angi that were put in place in connection with the Combination survive the Distribution in accordance with their terms, with certain exceptions.
During the first quarter of 2025, pursuant to the employee matters agreement and prior to the Distribution and the one-for-ten reverse stock split at Angi that occurred on March 24, 2025, 1.2 million shares of Angi Class A common stock were issued to a subsidiary of the Company as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain Angi stock appreciation rights.
The services agreement governed services that IAC provided to Angi through the Distribution. In connection with the Distribution, Angi and IAC updated the schedule of services provided under the services agreement to reflect the provision of certain services requested by Angi through the earlier of March 31, 2026, or such time as Angi may notify IAC that it no longer requires such services, on terms consistent with the services agreement, including Angi’s continued participation in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan through December 31, 2025.
Pursuant to the employee matters agreement, in the event of a distribution of Angi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation and Human Capital Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards. Following the Distribution, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Angi employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employs them immediately following the Distribution. While the employee matters agreement will remain in place following the completion of the Distribution, Angi’s continued participation in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan will no longer be covered by the employee matters agreement upon effectiveness of the Distribution and will instead be covered under the services agreement as described above.
In connection with the Distribution, IAC and Angi terminated a sub-lease arrangement wherein IAC subleased certain office space to Angi and upon completion of the Distribution, the investor rights agreement terminated in accordance with its terms.
33
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
IAC and Vimeo Inc. (“Vimeo”)
In connection with the spin-off of Vimeo from IAC, the parties entered in several agreements to govern their relationship following the completion of the transaction, certain of which remain in effect and are as follows: a separation agreement, a tax matters agreement and an employee matters agreement. Following the completion of the transaction, Vimeo and IAC entered into certain commercial agreements, including lease agreements between Vimeo and the Company’s then subsidiary, Angi. The Company and Vimeo are related parties because Mr. Diller is the beneficial owner of more than ten percent of the voting interests in both IAC and Vimeo.
Prior to the Distribution, Angi charged Vimeo rent pursuant to lease agreements of $0.9 million in the first quarter of 2025 and $0.9 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, which is included in “Earnings from discontinued operations, net of tax” in the statement of operations. The Company had non-current rent receivable amounts of $0.4 million at December 31, 2024 due from Vimeo pursuant to the lease agreements. This amount is included in “Non-current assets of discontinued operations” in the balance sheet.
IAC and Expedia Group
At September 30, 2025, the Company and Expedia Group each have 50 % ownership interest in two aircraft that may be used by both companies. Members of the aircraft flight crew are employed by an entity in which the Company and Expedia Group each have 50 % ownership interest. The Company and Expedia Group have agreed to allocate fixed costs, including flight crew compensation and benefits, 50 % to each company and share variable costs pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. The Company and Expedia Group are related parties because Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia Group. For both the three and nine months ended September 30, 2025 and 2024, total payments made to this entity by the Company were not material.
Expedia Group may also use an aircraft owned 100 % by a subsidiary of the Company on a cost basis. For both the three and nine months ended September 30, 2025 and 2024, the payments made by Expedia Group to the Company pursuant to this arrangement were not material.
During the second quarter of 2024, the Company and Expedia Group entered into a five-year lease agreement, which commenced October 2024, for Expedia Group to occupy office space in the Company’s New York City headquarters building. The total payments pursuant to this lease agreement are not material.
34
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 12—DISCONTINUED OPERATIONS
On March 31, 2025, IAC completed the Distribution. Angi is presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025.
The components of assets and liabilities of discontinued operations in the balance sheet at December 31, 2024 consisted of the following:
| December 31, 2024 | |||||
| (In thousands) | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Other current assets | |||||
| Total current assets of discontinued operations | $ | ||||
| Non-current assets | |||||
| Capitalized software, leasehold improvements and equipment, net | $ | ||||
| Goodwill | |||||
| Intangible assets, net | |||||
| Deferred income taxes | |||||
| Other non-current assets | |||||
| Total non-current assets of discontinued operations | $ | ||||
| Current liabilities | |||||
| Accounts payable, trade | $ | ||||
| Deferred revenue | |||||
| Accrued expenses and other current liabilities | |||||
| Total current liabilities of discontinued operations | $ | ||||
| Non-current liabilities | |||||
| Long-term debt, net | $ | ||||
| Deferred income taxes | |||||
| Other non-current liabilities | |||||
| Total non-current liabilities of discontinued operations | $ | ||||
The components of the earnings from discontinued operations, net of tax for the nine months ended September 30, 2025 and the three and nine months ended September 30, 2024 in the statement of operations consisted of the following:
35
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| January 1 through March 31, 2025 | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Operating costs and expenses: | |||||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | |||||||||||||||||
| Selling and marketing expense | |||||||||||||||||
General and administrative expense(a) | |||||||||||||||||
| Product development expense | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||
| Operating income from discontinued operations | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Other income, net | |||||||||||||||||
| Earnings from discontinued operations before tax | |||||||||||||||||
| Income tax (provision) benefit | ( | ||||||||||||||||
| Earnings from discontinued operations, net of tax | $ | $ | $ | ||||||||||||||
_____________________
(a) On January 13, 2025, IAC and its former CEO entered into an Employment Transition Agreement. As a result, the 3.0 million shares of IAC restricted stock previously granted to our former CEO were forfeited. The nine months ended September 30, 2025 include the reversal of $10.2 million in stock-based compensation expense that was previously recognized by Angi with respect to the restricted shares. The stock-based compensation expense recognized by Angi was attributable to the period from October 10, 2023 through April 8, 2024 when our former CEO served as CEO of Angi. See “Note 11—Related Party Transactions” for additional information.
36
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Management Overview
IAC today is comprised of category leading businesses, including People Inc. and Care.com, among others, and holds strategic equity positions in MGM Resorts International (“MGM”) and Turo Inc. (“Turo”).
As used herein, “IAC,” the “Company,” “we,” “our” or “us” and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
On July 31, 2025, Dotdash Meredith Inc. was rebranded “People Inc.” and is referred to as such throughout this report (unless the context requires otherwise). Dotdash Meredith Inc. remains the entity’s legal name.
For a more detailed description of the Company’s operating businesses, see “Description of IAC Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Angi Inc. Spin-Off
On March 31, 2025, IAC completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IAC to holders of its common stock and Class B common stock. As a result of the Distribution, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025. See “Note 12—Discontinued Operations” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information.
Defined Terms and Operating Metrics:
Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report, which include the principal operating metrics we use in managing our business, are defined below:
IAC Businesses (for additional information see “Note 5—Segment Information” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):
•People Inc. - one of the largest digital and print publishers in America and is committed to content—made by people for people—that delights, teaches, inspires and entertains. More than 175 million people trust People Inc. each month to help them make decisions, take action, and find inspiration. People Inc.’s over 40 iconic brands include PEOPLE, Better Homes & Gardens, Verywell, Food & Wine, Travel + Leisure, Allrecipes, REAL SIMPLE, Investopedia, and Southern Living. People Inc. has two operating segments: (i) Digital, which includes its digital, mobile and licensing operations; and (ii) Print, which includes its magazine subscription and newsstand operations;
•Care.com - a leading online destination for families to connect with caregivers for their children, aging parents, pets and homes and for caregivers to connect with families seeking care services. Care.com’s brands include Care for Business, Care.com’s offerings to enterprises, and HomePay;
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, which includes our business-to-business partnership operations and the remaining installed base of our legacy direct-to-consumer downloadable desktop applications; and
•Emerging & Other - consists of:
•Vivian Health, a platform to efficiently connect healthcare professionals with job opportunities;
•The Daily Beast and IAC Films; and
37
•Mosaic Group, a former developer and provider of global subscription mobile applications, for periods prior to the sale of its assets on February 15, 2024, which was accounted for as a sale of a business, for approximately $160 million.
People Inc.
•Digital Revenue - includes advertising revenue, performance marketing revenue and licensing and other revenue.
◦Advertising revenue - primarily includes revenue generated from digital advertisements and intent-based advertising targeting capabilities (D/Cipher+), which are sold directly to advertisers or through advertising agencies and programmatic advertising networks.
◦Performance marketing revenue - primarily includes commissions generated through affiliate commerce, performance marketing services and affinity marketing channels. Affiliate commerce commission revenue is generated when People Inc.’s branded content refers consumers to commerce partner websites resulting in a purchase or transaction. Performance marketing services commission revenue is generated on a cost-per-click or cost-per-action basis. Affinity marketing programs are arrangements where People Inc. acts as an agent for both People Inc. and third-party publishers to market and place magazine subscriptions online for which commission revenue is earned when a subscriber name has been provided to the publisher.
◦Licensing and Other revenue - primarily includes revenue generated through brand and content licensing and similar agreements. Brand licensing generates royalties from long-term trademark licensing agreements with retailers, manufacturers, publishers and service providers. Content licensing royalties are earned from our relationship with Apple News+ as well as other content use and distribution relationships, including utilization in large-language models and other artificial intelligence-related activities.
•Print Revenue - primarily includes subscription, advertising, newsstand, project and other, and performance marketing revenue. Project and other revenue includes revenue from advertising agency related revenue and custom publishing. Performance marketing revenue includes revenue from marketing third-party magazine subscriptions.
•Total Sessions - represents unique visits to all sites that are part of People Inc.’s network.
•Core Sessions - represents a subset of Total Sessions that comprises unique visits to People Inc.’s most significant (in terms of investment) owned and operated sites as follows:
| PEOPLE | InStyle | Simply Recipes | ||||||
| Allrecipes | Food & Wine | Serious Eats | ||||||
| Investopedia | Martha Stewart | EatingWell | ||||||
| Better Homes & Gardens | Byrdie | Parents | ||||||
| Verywell Health | REAL SIMPLE | Verywell Mind | ||||||
| The Spruce | Southern Living | Health | ||||||
| Travel + Leisure | ||||||||
Care.com
•Consumer Revenue - consists of revenue primarily generated through subscription fees from families and caregivers, both domestically and internationally, for its suite of products and services. Consumer revenue also includes revenue generated through Care.com’s comprehensive household payroll and tax support services (HomePay) as well as through contracts with businesses that advertise on its platform.
•Enterprise Revenue - consists of revenue primarily generated through annual contracts with businesses (Care for Business) (employers or re-sellers) who provide access to Care.com’s suite of products and services as an employee benefit.
38
Operating Costs and Expenses:
•Cost of revenue (exclusive of depreciation) - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; production, distribution and editorial costs of the People Inc. Print segment; traffic acquisition costs, which include (i) payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications and (ii) the amortization of fees paid to Apple and Google related to the distribution of apps and the facilitation of in-app purchases; content costs; purchases of advertising inventory for advertising campaigns sold with People’s D/Cipher+ product; and hosting fees. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements.
•Selling and marketing expense - consists primarily of advertising expenditures, which include online marketing expenditures, including fees paid to search engines, social media sites and other online marketing platforms; offline marketing expenditures, which primarily consists of costs related to television, streaming, direct mail and radio advertising; compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel; and People Inc. subscription acquisition costs.
•General and administrative expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions; rent expense (including impairments of right-of-use assets or “ROU assets” and gains or losses on the amendments or early terminations of lease agreements) and facilities cost; fees for professional services (including transaction-related costs related to the Distribution and acquisitions); provision for credit losses; and software license and maintenance costs.
•Product development expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; and third-party contractor costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology; and software license and maintenance costs.
Long-term debt - All of the Company’s long-term debt are liabilities of People Inc. (For additional information see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):
•Term Loan A-1 - due May 14, 2030. On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement ("Amendment No. 2"), which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for a new five-year $150 million revolving credit facility (“Revolving Facility”). At September 30, 2025, the outstanding balance of the Term Loan A-1 was $345.6 million and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 6.14%. At December 31, 2024, the outstanding balance of the Term Loan A was $297.5 million and bore interest at an adjusted term SOFR plus 2.25%, or 6.94%. The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025.
•Term Loan B-2 - due June 16, 2032. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). At September 30, 2025 and December 31, 2024, the outstanding balances of the Term Loan B-2 and the Term Loan B-1 were $700.0 million and $1.18 billion, respectively, and bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78% and 8.05%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments commencing March 31, 2026.
The Term Loan A, Term Loan A-1, Term Loan B-1 and Term Loan B-2 are collectively referred to herein as the “Term Loans.”
•2032 Notes - due June 15, 2032. At September 30, 2025 the outstanding balance of the 2032 Notes, described above, was $400.0 million.
39
•Revolving Facility - expires May 14, 2030. Amendment No. 2 provides for a revolving credit facility of $150 million, which replaced the then existing revolving credit facility. To date, People Inc. has not made any borrowings under any of its revolving credit facilities.
Non-GAAP financial measure:
•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 required non-GAAP reconciliations.
Services Agreement with Google
On January 20, 2025, the Company entered into a further amendment to its Services Agreement (the “Amendment”), with the amended terms effective on April 1, 2025. Following the execution of the Amendment, the expiration date of the Services Agreement was extended from March 31, 2025 to March 31, 2026, with an automatic renewal for an additional one-year period absent notice of non-renewal from either party on or before December 31, 2025.
Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have in the past, continue to and are expected in the future to require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have and are expected to in the future negatively impact revenue and been costly to address, and which have had and could have an adverse effect on our business, financial condition and results of operations. Further, changes to certain of the economic terms of the Services Agreement became effective April 1, 2025 and could impact Search revenue. See “Note 1—The Company and Summary of Significant Accounting Policies” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information on the Services Agreement.
40
Results of Operations for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024
The following discussion should be read in conjunction with “Item 1—Consolidated Financial Statements.”
Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Digital | $ | 269,022 | $ | 246,431 | $ | 22,591 | 9% | $ | 753,599 | $ | 693,836 | $ | 59,763 | 9% | |||||||||||||||||||||||||||||||||
| 168,979 | 198,515 | (29,536) | (15)% | 516,315 | 576,096 | (59,781) | (10)% | ||||||||||||||||||||||||||||||||||||||||
| Intersegment eliminations | (8,174) | (5,483) | (2,691) | (49)% | (19,646) | (14,768) | (4,878) | (33)% | |||||||||||||||||||||||||||||||||||||||
| Total People Inc. | 429,827 | 439,463 | (9,636) | (2)% | 1,250,268 | 1,255,164 | (4,896) | —% | |||||||||||||||||||||||||||||||||||||||
| Care.com | 90,818 | 95,746 | (4,928) | (5)% | 261,690 | 275,923 | (14,233) | (5)% | |||||||||||||||||||||||||||||||||||||||
| Search | 51,892 | 88,284 | (36,392) | (41)% | 183,911 | 298,513 | (114,602) | (38)% | |||||||||||||||||||||||||||||||||||||||
| Emerging & Other | 17,288 | 18,565 | (1,277) | (7)% | 51,452 | 72,465 | (21,013) | (29)% | |||||||||||||||||||||||||||||||||||||||
| Intersegment eliminations | (32) | (58) | 26 | 45% | (111) | (1,382) | 1,271 | 92% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 589,793 | $ | 642,000 | $ | (52,207) | (8)% | $ | 1,747,210 | $ | 1,900,683 | $ | (153,473) | (8)% | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Operating metrics: | |||||||||||||||||||||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Digital | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Sessions (in millions) | 2,377 | 2,675 | (298) | (11) | % | 7,304 | 7,998 | (693) | (9) | % | |||||||||||||||||||||||||||||||||||||
| Core Sessions (in millions) | 2,168 | 2,297 | (129) | (6) | % | 6,581 | 6,735 | (154) | (2) | % | |||||||||||||||||||||||||||||||||||||
41
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
•People Inc. revenue decreased $9.6 million, or 2%, to $429.8 million due to a decrease of $29.5 million, or 15%, from Print, partially offset by an increase of $19.9 million, or 8%, from Digital, net of intersegment eliminations.
◦The Print decrease was due primarily to decreases of $9.9 million, or 12%, in subscription revenue, $9.2 million, or 25%, in project and other revenue, $8.4 million, or 18%, in advertising revenue and $1.9 million, or 26%, in performance marketing revenue. The decreases in subscription revenue, advertising revenue and performance marketing revenue are all due, in part, to ongoing portfolio optimization changes that resulted in a reduction in the number of issues sold in the current quarter compared to the prior year quarter and the ongoing and continuing broader migration of audience from print to digital platforms. The decrease in project and other revenue was due to a decrease in revenue due to the inclusion in 2024 of political advertising spend on third-party publisher platforms from a legacy agency business, fewer project-related contracts compared to the prior year period and a shift in the timing of a certain branded event from the third quarter of 2024 to the fourth quarter of 2025.
◦The Digital increase was due primarily to increases of $19.6 million, or 42%, in Performance marketing revenue, net of intersegment eliminations, and $6.9 million, or 24%, in Licensing and Other revenue, partially offset by a decrease of $6.6 million, or 4%, in Advertising revenue, net of intersegment eliminations. The increase in Performance marketing revenue was due primarily to an increase in affiliate commerce commission revenue due to higher transaction volumes and the timing of volume-related retailer incentive programs, partially offset by a decrease in performance marketing service revenue primarily in the Finance category. The increase in Licensing and Other revenue was due primarily to improved performance from Apple News+ and content syndication partners. The decrease in Advertising revenue was driven primarily by lower programmatic revenue primarily due to lower impression volumes driven by a 6% decline in Core Sessions, due primarily to the impact of the increasing prominence of Google AI Overviews on Google search sessions, and an increased portion of impression volume consumed by premium advertising, partially offset by higher programmatic rates. The Company expects the increasing prominence of Google AI Overviews to continue to negatively impact Core Sessions. The decrease in programmatic revenue was partially offset by an increase in premium advertising sold through the People Inc. sales team in the Travel, Technology and Finance categories as well as the increasing contribution from D/Cipher+.
•Care.com revenue decreased $4.9 million, or 5%, to $90.8 million due primarily to decreases of $3.1 million, or 6%, in Enterprise Revenue and $1.8 million, or 4%, in Consumer Revenue. The decrease in Enterprise Revenue was primarily due to lower overall product utilization. The decrease in Consumer Revenue was driven by fewer Care.com platform subscriptions.
•Search revenue decreased $36.4 million, or 41%, to $51.9 million due to decreases of $29.8 million, or 41%, from Ask Media Group, due primarily to frequent changes to Google’s algorithm and policy updates, resulting in a reduction in marketing through affiliate partners, which drove fewer visitors to our ad-supported search and content websites, and $6.6 million, or 42%, from Desktop due primarily to the continued decline in search queries from our legacy business-to-business partnership operations.
•Emerging & Other revenue decreased $1.3 million, or 7%, to $17.3 million due primarily to declines in revenue of 6% at both Vivian Health and The Daily Beast.
42
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
•People Inc. revenue decreased $4.9 million to $1.3 billion, due primarily to a decrease of $59.8 million, or 10%, from Print, partially offset by an increase of $54.9 million, or 8%, from Digital, net of intersegment eliminations.
◦The Print decrease was due primarily to decreases of $22.0 million, or 16%, in advertising revenue, $18.6 million, or 18%, in project and other revenue, $16.2 million, or 7% in subscription revenue and $7.0 million, or 27%, in performance marketing revenue, partially offset by an increase of $4.0 million, or 5%, in newsstand revenue. The decreases in advertising revenue, project and other revenue, subscription revenue and performance marketing revenue are all due, in part, to the factors described above in the three-month discussion. The increase in newsstand revenue was due primarily to an increase in the number of newsstand only issues produced in the current year and increased sales efficiency on titles produced in the prior year.
◦The Digital increase was due primarily to increases of $32.5 million, or 23%, in Performance marketing revenue, net of intersegment eliminations, and $21.4 million, or 25%, in Licensing and Other revenue. The increase in Performance marketing revenue was due primarily to the factors described above in the three-month discussion. The increase in Licensing and Other revenue was due primarily to the contribution of a full nine months of OpenAI revenue, a partnership which began in May 2024, and improved performance of content syndication partners and Apple News+.
•Care.com revenue decreased $14.2 million, or 5%, to $261.7 million due primarily to decreases of $10.8 million, or 7%, in Consumer Revenue and $3.4 million, or 3%, in Enterprise Revenue, due primarily to the factors described above in the three-month discussion.
•Search revenue decreased $114.6 million, or 38%, to $183.9 million due to decreases of $94.9 million, or 38%, from Ask Media Group and $19.7 million, or 38%, from Desktop due primarily to the factors described above in the three-month discussion.
•Emerging & Other revenue decreased $21.0 million, or 29%, to $51.5 million due primarily to the inclusion in the prior year period of $17.8 million in revenue from Mosaic Group, the assets of which were sold on February 15, 2024, and decreases of $4.6 million, or 61%, from IAC Films and 5% from Vivian Health, partially offset by an increase in revenue of 20% from The Daily Beast.
Cost of revenue (exclusive of depreciation shown separately below)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | $ | 207,457 | $ | 243,061 | $ | (35,604) | (15)% | $ | 614,711 | $ | 755,879 | $ | (141,168) | (19)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 35% | 38% | 35% | 40% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Cost of revenue in 2025 decreased from 2024 due primarily to a decrease of $37.5 million from Search, partially offset by an increase of $0.8 million from People Inc.
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $36.9 million following a decrease in revenue and the proportion of revenue earned from affiliate partners who direct traffic to our websites.
•The People Inc. increase was due primarily to an increase of $9.7 million from Digital, partially offset by a decrease of $9.0 million from Print, net of intersegment eliminations.
43
◦The Digital increase was due primarily to increases of $9.7 million in compensation expense due primarily to $4.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities and $2.1 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+, partially offset by a decrease of $1.4 million in content costs due primarily to a decrease in advertising revenue.
◦The Print decrease was due primarily to decreases of $9.1 million in production and distribution costs (postage, paper, printing and editorial), partially offset by an increase of $1.6 million in compensation expense. The decrease in production and distribution costs resulted from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs. The increase in compensation expense was due to $3.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities, partially offset with a decrease in headcount in the fourth quarter of 2024.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Cost of revenue in 2025 decreased from 2024 due primarily to decreases of $122.1 million from Search, $9.8 million from Emerging & Other and $7.6 million from People Inc.
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $119.9 million due primarily to the factors described above in the three-month discussion.
•The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $7.4 million in expense from Mosaic Group, the assets of which were sold on February 15, 2024, and a decrease of $2.3 million in compensation expense at The Daily Beast resulting from the planned reduction in editorial staff in the prior year.
•The People Inc. decrease was due primarily to a decrease of $36.1 million from Print, net of intersegment eliminations, partially offset by an increase of $28.5 million from Digital.
◦The Print decrease was due primarily to a decrease of $30.6 million in production and distribution costs (postage, printing, paper and editorial) resulting from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs, $5.6 million in costs related to fulfill political advertising on third-party publisher platforms from a legacy agency business in the prior year and a net decrease of $0.7 million in compensation expense primarily related to headcount reductions in the fourth quarter of 2024, partially offset by $3.3 million in severance-related costs described above in the three-month discussion.
◦The Digital increase was due primarily to increases of $21.8 million in compensation expense, $3.4 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+ and $1.8 million in content costs. The increases in both compensation expense and content costs were due primarily to the factors described above in the three-month discussion. The increase in traffic acquisition costs was due primarily to a new contractual relationship entered into in the prior year to increase programmatic revenue rates.
Selling and marketing expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Selling and marketing expense | $ | 188,373 | $ | 182,820 | $ | 5,553 | 3% | $ | 555,112 | $ | 548,208 | $ | 6,904 | 1% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 32% | 28% | 32% | 29% | |||||||||||||||||||||||||||||||||||||||||||
44
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Selling and marketing expense in 2025 increased from 2024 due to increases of $3.3 million from Search, $2.2 million from Care.com and $1.0 million from People Inc.
•The Search increase was due primarily to an increase of $3.7 million in online marketing spend due to higher traffic through the shift to internal marketing efforts and away from using affiliate partners.
•The Care.com increase was due primarily to an increase of $1.6 million in online marketing spend due to its rebrand in June 2025.
•The People Inc. increase was due primarily to an increase of $15.6 million from Digital, partially offset by a decrease of $14.6 million from Print, net of intersegment eliminations.
◦The Digital increase was due primarily to increases of $10.7 million in advertising and events production expense due, in part, to online marketing spend due primarily to an increase in paid affiliate commerce commission revenue, and $4.7 million in compensation expense due to an increase in headcount and $3.1 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
◦The Print decrease was due primarily to decreases of $5.7 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year, $5.4 million in subscription acquisition costs due primarily to the on-going portfolio optimization changes that reduced the number of issues produced in the third quarter of 2025 compared to the prior year period and $0.7 million in compensation expense due to headcount reductions, partially offset by $2.2 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Selling and marketing expense in 2025 increased from 2024 due to increases of $15.3 million from Search and $4.9 million from People Inc., partially offset by a decrease of $13.8 million from Emerging & Other.
•The Search increase was due primarily to an increase of $17.2 million in online marketing spend due to the factor described above in the three-month discussion, partially offset by a decrease of $1.4 million in compensation expense due to the planned reduction in headcount.
•The People Inc. increase was due primarily to an increase of $32.6 million from Digital, partially offset by a decrease of $27.7 million from Print, net of intersegment eliminations.
◦The Digital increase was due primarily to increases of $23.1 million in advertising and events production expense due primarily to the factor described above in the three-month discussion, and $9.5 million in compensation expense due to an increase in headcount and commissions and $3.1 million in severance-related costs described above in the three-month discussion.
◦The Print decrease was due primarily to decreases of $12.6 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year period and a decrease in direct mail marketing spend, and $5.5 million in subscription acquisition costs and $4.5 million in compensation expense, both due primarily to the factors described above in the three-month discussion.
•The Emerging & Other decrease was due primarily to the inclusion in the prior year of $8.3 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024, a decrease of $1.8 million in compensation expense at Vivian Health primarily due to a reduction in headcount and a decrease of $1.6 million in offline marketing spend at IAC Films.
45
General and administrative expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense | $ | 132,369 | $ | 108,793 | $ | 23,576 | 22% | $ | 312,536 | $ | 362,271 | $ | (49,735) | (14)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 22% | 17% | 18% | 19% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
General and administrative expense in 2025 increased from 2024 due primarily to increases of $18.0 million from Emerging & Other, $6.3 million from Corporate and $3.4 million from Care.com, partially offset by a decrease of $3.2 million from People Inc.
•The Emerging & Other increase was due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business.
•The Corporate increase was due primarily to the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter and an increase of $0.8 million in professional fees, partially offset by a decrease in compensation expense of $5.3 million due primarily to the inclusion in the prior year period of $3.5 million in stock-based compensation expense related to our former Chief Executive Officer’s (“CEO”) restricted stock award, which was forfeited on January 13, 2025, pursuant to his employment transition agreement (the “Employment Transition Agreement”), and a decrease in compensation expense driven by other planned headcount reductions.
•The Care.com increase was due primarily to an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025 and $0.5 million in severance-related costs.
•The People Inc. decrease was due primarily to the inclusion in 2025 of a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early at Other (unallocated corporate costs), partially offset by $1.4 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
General and administrative expense in 2025 decreased from 2024 due primarily to decreases of $41.4 million from People Inc., $16.6 million from Corporate, $5.6 million from Care.com and $4.1 million from Search, partially offset by an increase of $17.9 million from Emerging & Other.
•The People Inc. decrease was due primarily to the inclusion in 2025 of net gains of $41.5 million at Other (unallocated costs) resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in the three-month discussion.
•The Corporate decrease was due primarily to a decrease in compensation expense of $33.4 million, partially offset by the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter and $4.8 million in transaction-related costs related to the Distribution. The decrease in compensation expense was due primarily to a decrease of $45.6 million in stock-based compensation expense due primarily to the inclusion in the prior year period of $8.4 million of expense related to our former CEO’s restricted stock award and the reversal in the current year period of $49.8 million of previously recognized expense related to the forfeiture of the restricted stock award pursuant to the Employment Transition Agreement described above in the three-month discussion, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company, prior to the Distribution, to our former CEO, pursuant to the Employment Transition Agreement. Partially offsetting this decrease in stock-based compensation expense is $15.0 million in separation benefits to our former CEO under the Employment Transition Agreement and $2.1 million in severance and related expenses driven by other planned headcount reductions.
46
•The Care.com decrease was due primarily to the inclusion in the prior year of $9.5 million in legal accruals due to the resolution of certain legal matters and a decrease of $1.4 million in professional fees, partially offset by an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025.
•The Search decrease was due primarily to decreases in compensation expense and non-income taxes of $1.6 million and $1.1 million, respectively. The decrease in compensation expense was due primarily to the planned reduction in headcount. The decrease in non-income taxes resulted from the recognition in the prior year period of Canada’s digital services tax, which was effective for the second quarter of 2024 and applied retroactively.
•The Emerging & Other increase was due primarily to an increase of $24.3 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by the inclusion in the prior year period of $9.1 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024.
Product development expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Product development expense | $ | 49,485 | $ | 53,948 | $ | (4,463) | (8)% | $ | 149,524 | $ | 170,571 | $ | (21,047) | (12)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 8% | 8% | 9% | 9% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Product development expense in 2025 decreased from 2024 due primarily to decreases of $2.7 million from People Inc. and $1.1 million from Emerging & Other.
•The People Inc. decrease was due primarily to decreases of $1.8 million and $0.9 million from Digital and Print, respectively, resulting from decreases in compensation expense related to headcount reductions. The decrease in compensation expense from Digital was net of increased investment in the PEOPLE app.
•The Emerging & Other decrease was due primarily to a decrease of $0.8 million in compensation expense due to headcount reductions at Vivian Health.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Product development expense in 2025 decreased from 2024 due primarily to decreases of $10.9 million from Emerging & Other and $9.9 million from People Inc.
•The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $8.0 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024, and a decrease of $2.6 million from Vivian Health due to the factor described above in the three-month discussion.
•The People Inc. decrease was due primarily to decreases of $6.9 million and $3.0 million from Digital and Print, respectively, due to the factors described above in the three-month discussion.
Depreciation
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | 8,996 | $ | 8,877 | $ | 119 | 1% | $ | 28,922 | $ | 30,725 | $ | (1,803) | (6)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 2% | 1% | 2% | 2% | |||||||||||||||||||||||||||||||||||||||||||
47
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Depreciation in 2025 was up slightly from 2024 due primarily to an increase of $0.5 million at People Inc., partially offset by a decrease of $0.3 million at Care.com.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Depreciation in 2025 decreased from 2024 due primarily to a decrease of $1.7 million at Care.com due primarily to certain capitalized software being fully depreciated in the prior year.
Amortization of Intangibles
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangibles | $ | 23,511 | $ | 36,355 | $ | (12,844) | (35)% | $ | 70,452 | $ | 109,793 | $ | (39,341) | (36)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 4% | 6% | 4% | 6% | |||||||||||||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Amortization of intangibles in 2025 decreased from 2024 due primarily to lower expense at People Inc. due to certain intangible assets that became fully amortized in the prior year.
Operating income (loss)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Digital | $ | 37,501 | $ | 30,673 | $ | 6,828 | 22% | $ | 94,302 | $ | 56,518 | $ | 37,784 | 67% | |||||||||||||||||||||||||||||||||
| 1,949 | 7,601 | (5,652) | (74)% | 21,044 | 8,015 | 13,029 | 163% | ||||||||||||||||||||||||||||||||||||||||
| Other | (10,917) | (16,213) | 5,296 | 33% | (8,827) | (44,963) | 36,136 | 80% | |||||||||||||||||||||||||||||||||||||||
| Total People Inc. | 28,533 | 22,061 | 6,472 | 29% | 106,519 | 19,570 | 86,949 | 444% | |||||||||||||||||||||||||||||||||||||||
| Care.com | 4,962 | 15,018 | (10,056) | (67)% | 19,618 | 25,701 | (6,083) | (24)% | |||||||||||||||||||||||||||||||||||||||
| Search | 1,880 | 2,389 | (509) | (21)% | 9,990 | 11,369 | (1,379) | (12)% | |||||||||||||||||||||||||||||||||||||||
| Emerging & Other | (20,797) | (2,618) | (18,179) | NM | (34,904) | (30,472) | (4,432) | (15)% | |||||||||||||||||||||||||||||||||||||||
| Corporate | (34,976) | (28,704) | (6,272) | (22)% | (85,270) | (102,932) | 17,662 | 17% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | (20,398) | $ | 8,146 | $ | (28,544) | NM | $ | 15,953 | $ | (76,764) | $ | 92,717 | NM | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | (3)% | 1% | 1% | (4)% | |||||||||||||||||||||||||||||||||||||||||||
NM = Not meaningful
48
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Operating income in 2025 decreased $28.5 million to a loss of $20.4 million due primarily to a decrease of $42.5 million in Adjusted EBITDA, described below, and an increase of $0.1 million in depreciation, partially offset by decreases of $12.8 million in amortization of intangibles, described above, and $1.2 million in stock-based compensation expense. The decrease in stock-based compensation expense was due primarily to the inclusion in the prior year period of $3.5 million in expense related to our former CEO’s restricted stock award, described above in the general and administrative expense discussion.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Operating income in 2025 increased $92.7 million to $16.0 million from a loss of $76.8 million in 2024 due primarily to decreases of $42.1 million in stock-based compensation expense and $39.3 million in amortization of intangibles, an increase of $9.5 million in Adjusted EBITDA, described below, and a decrease of $1.8 million in depreciation. The decrease in stock-based compensation expense was due primarily to the net impact of $43.3 million related to the inclusion in the prior year period of expense related to our former CEO’s restricted stock award and the subsequent reversal of expense in 2025, as described above in the general and administrative expense discussion; this decrease was partially offset by new awards granted in 2025. The decreases in amortization of intangibles and depreciation are described above.
At September 30, 2025, there was $89.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.0 years.
The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is $490.9 million.
Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Digital | $ | 63,959 | $ | 66,402 | $ | (2,443) | (4)% | $ | 169,323 | $ | 166,807 | $ | 2,516 | 2% | |||||||||||||||||||||||||||||||||
| 7,339 | 14,613 | (7,274) | (50)% | 37,525 | 30,770 | 6,755 | 22% | ||||||||||||||||||||||||||||||||||||||||
| Other | (6,332) | (12,374) | 6,042 | 49% | 8,030 | (32,270) | 40,300 | NM | |||||||||||||||||||||||||||||||||||||||
| Total People Inc. | 64,966 | 68,641 | (3,675) | (5)% | 214,878 | 165,307 | 49,571 | 30% | |||||||||||||||||||||||||||||||||||||||
| Care.com | 7,828 | 18,111 | (10,283) | (57)% | 28,161 | 37,239 | (9,078) | (24)% | |||||||||||||||||||||||||||||||||||||||
| Search | 1,880 | 2,451 | (571) | (23)% | 9,990 | 11,473 | (1,483) | (13)% | |||||||||||||||||||||||||||||||||||||||
| Emerging & Other | (20,046) | (2,121) | (17,925) | NM | (30,902) | (29,267) | (1,635) | (6)% | |||||||||||||||||||||||||||||||||||||||
| Corporate | (25,527) | (15,497) | (10,030) | (65)% | (90,733) | (62,854) | (27,879) | (44)% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 29,101 | $ | 71,585 | $ | (42,484) | (59)% | $ | 131,394 | $ | 121,898 | $ | 9,496 | 8% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 5% | 11% | 8% | 6% | |||||||||||||||||||||||||||||||||||||||||||
Approximately one-half of our consolidated annual Adjusted EBITDA is generated in the fourth quarter of each fiscal year. This is due to the concentration of spending by advertisers, which drives higher advertising revenue, and consumer spending, which drives higher performance marketing revenue, during the year-end holiday selling season at People Inc.
See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
49
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
•People Inc. Adjusted EBITDA decreased 5% to $65.0 million due to decreases in Adjusted EBITDA of $7.3 million from Print and $2.4 million from Digital, partially offset by a decrease in Adjusted EBITDA losses of $6.0 million from Other (unallocated corporate costs).
◦The Print Adjusted EBITDA decrease was due primarily to $5.8 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities and lower revenue, partially offset by lower operating expenses from continued cost rationalization efforts.
◦The Digital Adjusted EBITDA decrease was due primarily to $8.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities, higher online marketing spend, and increased investment in D/Cipher+ and the PEOPLE app, partially offset by higher revenue.
◦The Other (unallocated corporate costs) decrease in Adjusted EBITDA losses was due primarily to inclusion in 2025 of a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early, partially offset by $1.0 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
•Care.com Adjusted EBITDA decreased 57% to $7.8 million due primarily to lower revenue, an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025, higher selling and marketing expense due, in part, to the rebrand in June 2025 and $1.0 million in severance-related costs.
•Search Adjusted EBITDA decreased 23% to $1.9 million due primarily to lower revenue and higher selling and marketing expense, partially offset by lower traffic acquisition costs and compensation expense.
•Emerging & Other Adjusted EBITDA loss increased $17.9 million to $20.0 million due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by increased profits at Vivian Health.
•Corporate Adjusted EBITDA loss increased 65% to $25.5 million due primarily to the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter, partially offset by lower compensation expense.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
•People Inc. Adjusted EBITDA increased 30% to $214.9 million due to increases in Adjusted EBITDA of $40.3 million from Other (unallocated corporate costs) and $6.8 million from Print and $2.5 million from Digital.
◦The Other (unallocated corporate costs) Adjusted EBITDA increase was due primarily to the inclusion in 2025 of net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in the three-month discussion.
◦The Print Adjusted EBITDA increase was due primarily to lower operating expenses from continued cost rationalization efforts, partially offset by lower revenue and $5.8 million in severance-related costs described above in the three-month discussion.
◦The Digital Adjusted EBITDA increase was due primarily to an increase in revenue, partially offset by an increase in compensation expense, including $8.3 million in severance-related costs described above in the three-month discussion, an increase in online marketing spend, and increased investments in D/Cipher+ and the PEOPLE app.
•Care.com Adjusted EBITDA decreased 24% to $28.2 million due primarily to lower revenue, partially offset by the inclusion in the prior year of $9.5 million in legal accruals due to the resolution of certain legal matters and an ROU asset impairment charge of $2.5 million described above in the three-month discussion.
50
•Search Adjusted EBITDA decreased 13% to $10.0 million due primarily to lower revenue and higher selling and marketing expense, partially offset by lower traffic acquisition costs.
•Emerging & Other Adjusted EBITDA loss increased 6% to $30.9 million due primarily to an increase of $24.3 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by the inclusion in the prior year period of $16.5 million in severance expense and transaction-related costs related to the sale of assets of Mosaic Group on February 15, 2024, reduced losses at The Daily Beast and profits at Vivian Health compared to losses in the prior year period.
•Corporate Adjusted EBITDA loss increased 44% to $90.7 million due primarily to $15.0 million in separation benefits to our former CEO under the Employment Transition Agreement, $4.8 million in transaction-related costs related to the Distribution and $2.1 million in severance and related expenses driven by other planned headcount reductions, partially offset by the inclusion in the prior year of a $10 million favorable settlement described above in the three-month discussion.
Interest expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (27,636) | $ | (34,656) | $ | 7,020 | 20% | $ | (93,117) | $ | (103,810) | $ | 10,693 | 10% | |||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Interest expense in 2025 decreased from 2024 due primarily to decreases in interest rates and the amount of debt outstanding under the Term Loans, partially offset by interest expense on the 2032 Notes issued June 16, 2025.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Interest expense in 2025 decreased from 2024 due primarily to decreases in interest rates and the amount of debt outstanding under the Term Loans, partially offset by an extinguishment loss of $8.5 million in connection with the refinancing of the People Inc. debt in the second quarter of 2025 and interest expense on the 2032 Notes. The extinguishment loss is due to the write-off of a pro-rata amount of unamortized capitalized costs and original issue discount related to People Inc.’s then outstanding debt and its then existing revolving credit facility.
For further details, see “Note 3—Long-term debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”
Unrealized gain (loss) on investment in MGM
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on investment in MGM | $ | 17,476 | $ | (346,272) | $ | 363,748 | NM | $ | 648 | $ | (361,805) | $ | 362,453 | NM | |||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations.
51
Based on the number of MGM common shares outstanding at September 30, 2025, the Company owns approximately 23.8% of MGM.
Other (expense) income, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
Loss related to the allocation of a disputed gain on a real estate transaction(a) | $ | (32,600) | $ | — | $ | (32,600) | $ | — | |||||||||||||||
Net (downward) upward adjustments to the carrying value of equity securities without readily determinable fair values and net gains (losses) on sales of investments and businesses (including unrealized losses on investments)(b) | — | (11,673) | (18,845) | 16,530 | |||||||||||||||||||
| Interest income | 11,421 | 17,270 | 37,155 | 51,120 | |||||||||||||||||||
| Unrealized increase in the estimated fair value of a warrant | — | — | — | 20,393 | |||||||||||||||||||
| Other | 2,741 | 4,787 | 6,368 | 2,785 | |||||||||||||||||||
| Other (expense) income, net | $ | (18,438) | $ | 10,384 | $ | (7,922) | $ | 90,828 | |||||||||||||||
| $ Change | $ | (28,822) | $ | (98,750) | |||||||||||||||||||
| % Change | NM | NM | |||||||||||||||||||||
_____________________
(a) On October 24, 2025, the Company received an adverse jury verdict in a lawsuit related to the allocation of a gain recorded in 2015 related to a real estate transaction. The net gain was $34.3 million and was initially recorded as a non-operating gain in “Other income (expense), net.” The proceeds have been held in escrow since the transaction occurred in 2015; the escrow amount, including accumulated interest, is $38.0 million as of September 30, 2025. At September 30, 2025, the estimated maximum amount payable to the plaintiff is $32.6 million; this amount, which includes one-half of the gain and statutory prejudgment interest, assumes that the jury verdict is upheld on further judicial review and that statutory prejudgment interest is awardable under the circumstances. The $32.6 million was recorded as a non-operating loss in “Other (expense) income, net” and a reduction in the escrow receivable.
(b) The nine months ended September 30, 2024 include a pre-tax gain of $29.2 million on the sale of assets of Mosaic Group, which was included within Emerging & Other, and was accounted for as a sale of a business.
Income tax benefit
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Income tax benefit | $ | 27,259 | $ | 86,169 | $ | (58,910) | (68)% | $ | 43,453 | $ | 80,074 | $ | (36,621) | (46)% | |||||||||||||||||||||||||||||||||
| Effective income tax rate | 56% | 24% | 51% | 18% | |||||||||||||||||||||||||||||||||||||||||||
For further details of income tax matters, see “Note 7—Income Taxes” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to the change in the estimated annual effective income tax rate, excess tax benefits generated by the exercise of stock-based awards, non-deductible compensation expense and state taxes, partially offset by research credits.
In 2024, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes.
52
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to non-taxable stock-based compensation expense, state taxes and the realization of a capital loss, partially offset by research credits and a deferred tax adjustment. The non-taxable stock-based compensation expense relates to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement.
In 2024, the effective income tax rate is lower than the statutory rate of 21% due primarily to the non-deductible portion of goodwill in the sale of the assets of Mosaic Group and non-deductible compensation expense, partially offset by the realization of a capital loss, research credits and state taxes.
Net earnings attributable to noncontrolling interests
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 Change | 2025 | 2024 | 2025 Change | ||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | $ | (142) | $ | (6,274) | $ | 6,132 | 98% | $ | (1,560) | $ | (6,980) | $ | 5,420 | 78% | |||||||||||||||||||||||||||||||||
Net earnings attributable to noncontrolling interests in 2025 and 2024 primarily represents the publicly-held interest in Angi’s earnings prior to the Distribution, which was completed on March 31, 2025. Net earnings attributable to noncontrolling interests for the three and nine months ended September 30, 2025 also includes the allocation of losses related to a business in the Emerging & Other segment.
53
PRINCIPLES OF FINANCIAL REPORTING
The Company reports Adjusted EBITDA, which is a non-GAAP measure, as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is our primary segment measure of profitability and among the metrics by which we evaluate the performance of our businesses, and our internal budgets are based and may also impact management compensation. 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 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. The Company endeavors 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 non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) 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.
Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure
Stock-based compensation expense consists of expense associated with awards that were granted under various IAC stock and annual incentive plans that are denominated in IAC common shares and expense related to awards denominated in the equity of certain subsidiaries of the Company. 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; the related shares are included in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. The Company currently settles all stock-based awards on a net basis; IAC remits the required tax-withholding on behalf of employees for net-settled awards from its current funds.
Depreciation is a non-cash expense relating to our buildings, equipment, leasehold improvements and capitalized software 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 assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions. At the time of acquisition, the identifiable definite-lived intangible assets of the acquired company are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report liabilities for the portion of the purchase price of acquisitions, if applicable, that is contingent upon the financial performance and/or operating targets of the acquired company at fair value that are recognized in “General and administrative expense” in the statement of operations. 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.
The following tables reconcile operating (loss) income to Adjusted EBITDA for the Company’s reportable segments and net loss attributable to IAC shareholders:
54
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||
| Digital | $ | 37,501 | $ | 3,211 | $ | 4,421 | $ | 18,826 | $ | 63,959 | |||||||||||||||||||
| 1,949 | 451 | 1,244 | 3,695 | 7,339 | |||||||||||||||||||||||||
Other(a)(b) | (10,917) | 4,060 | 525 | — | (6,332) | ||||||||||||||||||||||||
| Total People Inc. | 28,533 | 7,722 | 6,190 | 22,521 | 64,966 | ||||||||||||||||||||||||
| Care.com | 4,962 | 1,115 | 761 | 990 | 7,828 | ||||||||||||||||||||||||
| Search | 1,880 | — | — | — | 1,880 | ||||||||||||||||||||||||
| Emerging & Other | (20,797) | 743 | 8 | — | (20,046) | ||||||||||||||||||||||||
| Corporate | (34,976) | 7,412 | 2,037 | — | (25,527) | ||||||||||||||||||||||||
| Total | (20,398) | $ | 16,992 | $ | 8,996 | $ | 23,511 | $ | 29,101 | ||||||||||||||||||||
| Interest expense | (27,636) | ||||||||||||||||||||||||||||
| Unrealized gain on investment in MGM Resorts International | 17,476 | ||||||||||||||||||||||||||||
| Other expense, net | (18,438) | ||||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (48,996) | ||||||||||||||||||||||||||||
| Income tax benefit | 27,259 | ||||||||||||||||||||||||||||
| Net loss from continuing operations | (21,737) | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (142) | ||||||||||||||||||||||||||||
| Net loss attributable to IAC shareholders | $ | (21,879) | |||||||||||||||||||||||||||
55
Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||
| Digital | $ | 30,673 | $ | 2,149 | $ | 3,631 | $ | 29,949 | $ | 66,402 | |||||||||||||||||||
| 7,601 | 516 | 1,411 | 5,085 | 14,613 | |||||||||||||||||||||||||
Other(a) | (16,213) | 3,167 | 672 | — | (12,374) | ||||||||||||||||||||||||
| Total People Inc. | 22,061 | 5,832 | 5,714 | 35,034 | 68,641 | ||||||||||||||||||||||||
| Care.com | 15,018 | 714 | 1,058 | 1,321 | 18,111 | ||||||||||||||||||||||||
| Search | 2,389 | — | 62 | — | 2,451 | ||||||||||||||||||||||||
| Emerging & Other | (2,618) | 478 | 19 | — | (2,121) | ||||||||||||||||||||||||
| Corporate | (28,704) | 11,183 | 2,024 | — | (15,497) | ||||||||||||||||||||||||
| Total | 8,146 | $ | 18,207 | $ | 8,877 | $ | 36,355 | $ | 71,585 | ||||||||||||||||||||
| Interest expense | (34,656) | ||||||||||||||||||||||||||||
| Unrealized loss on investment in MGM Resorts International | (346,272) | ||||||||||||||||||||||||||||
| Other income, net | 10,384 | ||||||||||||||||||||||||||||
| Loss before income taxes | (362,398) | ||||||||||||||||||||||||||||
| Income tax benefit | 86,169 | ||||||||||||||||||||||||||||
| Net loss from continuing operations | (276,229) | ||||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | 38,784 | ||||||||||||||||||||||||||||
| Net loss | (237,445) | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (6,274) | ||||||||||||||||||||||||||||
| Net loss attributable to IAC shareholders | $ | (243,719) | |||||||||||||||||||||||||||
56
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Operating Income (Loss) | Stock-based Compensation Expense(d) | Depreciation | Amortization of Intangibles | Adjusted EBITDA | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||
| Digital | $ | 94,302 | $ | 8,100 | $ | 10,648 | $ | 56,273 | $ | 169,323 | |||||||||||||||||||
| 21,044 | 1,343 | 4,054 | 11,084 | 37,525 | |||||||||||||||||||||||||
Other(a)(c) | (8,827) | 10,975 | 5,882 | — | 8,030 | ||||||||||||||||||||||||
| Total People Inc. | 106,519 | 20,418 | 20,584 | 67,357 | 214,878 | ||||||||||||||||||||||||
| Care.com | 19,618 | 3,270 | 2,178 | 3,095 | 28,161 | ||||||||||||||||||||||||
| Search | 9,990 | — | — | — | 9,990 | ||||||||||||||||||||||||
| Emerging & Other | (34,904) | 3,962 | 40 | — | (30,902) | ||||||||||||||||||||||||
| Corporate | (85,270) | (11,583) | 6,120 | — | (90,733) | ||||||||||||||||||||||||
| Total | 15,953 | $ | 16,067 | $ | 28,922 | $ | 70,452 | $ | 131,394 | ||||||||||||||||||||
| Interest expense | (93,117) | ||||||||||||||||||||||||||||
| Unrealized gain on investment in MGM Resorts International | 648 | ||||||||||||||||||||||||||||
| Other expense, net | (7,922) | ||||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (84,438) | ||||||||||||||||||||||||||||
| Income tax benefit | 43,453 | ||||||||||||||||||||||||||||
| Net loss from continuing operations | (40,985) | ||||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | 15,313 | ||||||||||||||||||||||||||||
| Net loss | (25,672) | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (1,560) | ||||||||||||||||||||||||||||
| Net loss attributable to IAC shareholders | $ | (27,232) | |||||||||||||||||||||||||||
57
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
People Inc. | |||||||||||||||||||||||||||||
| Digital | $ | 56,518 | $ | 7,785 | $ | 12,169 | $ | 90,335 | $ | 166,807 | |||||||||||||||||||
| 8,015 | 1,685 | 5,816 | 15,254 | 30,770 | |||||||||||||||||||||||||
Other(a) | (44,963) | 10,391 | 2,302 | — | (32,270) | ||||||||||||||||||||||||
| Total People Inc. | 19,570 | 19,861 | 20,287 | 105,589 | 165,307 | ||||||||||||||||||||||||
| Care.com | 25,701 | 3,430 | 3,913 | 4,195 | 37,239 | ||||||||||||||||||||||||
| Search | 11,369 | — | 104 | — | 11,473 | ||||||||||||||||||||||||
| Emerging & Other | (30,472) | 1,141 | 55 | 9 | (29,267) | ||||||||||||||||||||||||
| Corporate | (102,932) | 33,712 | 6,366 | — | (62,854) | ||||||||||||||||||||||||
| Total | (76,764) | $ | 58,144 | $ | 30,725 | $ | 109,793 | $ | 121,898 | ||||||||||||||||||||
| Interest expense | (103,810) | ||||||||||||||||||||||||||||
| Unrealized loss on investment in MGM Resorts International | (361,805) | ||||||||||||||||||||||||||||
| Other income, net | 90,828 | ||||||||||||||||||||||||||||
| Loss before income taxes | (451,551) | ||||||||||||||||||||||||||||
| Income tax benefit | 80,074 | ||||||||||||||||||||||||||||
| Net loss from continuing operations | (371,477) | ||||||||||||||||||||||||||||
| Earnings from discontinued operations | 37,537 | ||||||||||||||||||||||||||||
| Net loss | (333,940) | ||||||||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (6,980) | ||||||||||||||||||||||||||||
| Net loss attributable to IAC shareholders | $ | (340,920) | |||||||||||||||||||||||||||
_____________________
(a) Other comprises unallocated corporate expenses.
(b) Includes a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early.
(c) Includes net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in footnote (b).
(d) Corporate reflects the reversal of $49.8 million of previously recognized stock-based compensation expense related to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company, prior to the Distribution, to our former CEO, pursuant to the Employment Transition Agreement.
58
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Position
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
People Inc. cash and cash equivalents: | |||||||||||
| United States | $ | 258,366 | $ | 230,436 | |||||||
| All other countries | 22,004 | 19,491 | |||||||||
| Total People Inc. cash and cash equivalents | 280,370 | 249,927 | |||||||||
| IAC (excluding People Inc.) cash and cash equivalents | |||||||||||
| United States | 698,228 | 1,093,675 | |||||||||
| All other countries | 26,898 | 38,134 | |||||||||
| Total IAC (excluding People Inc.) cash and cash equivalents | 725,126 | 1,131,809 | |||||||||
| Total cash and cash equivalents | $ | 1,005,496 | $ | 1,381,736 | |||||||
| Debt: | |||||||||||
| Term Loan A-1 | $ | 345,625 | $ | — | |||||||
| Term Loan B-2 | 700,000 | — | |||||||||
| 2032 Notes | 400,000 | — | |||||||||
| Term Loan A | — | 297,500 | |||||||||
| Term Loan B-1 | — | 1,182,500 | |||||||||
| Total long-term debt | 1,445,625 | 1,480,000 | |||||||||
| Less: current portion of long-term debt | 22,750 | 35,000 | |||||||||
| Less: original issue discount | 3,512 | 3,512 | |||||||||
| Less: unamortized debt issuance costs | 12,523 | 6,481 | |||||||||
| Total long-term debt, net | $ | 1,406,840 | $ | 1,435,007 | |||||||
The Company’s international cash can be repatriated without significant tax consequences.
All of the Company’s long-term debt are liabilities of People Inc. For a detailed description of interest rate swaps and long-term debt, see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”
Cash Flow Information
In summary, IAC’s cash flows are as follows:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities attributable to continuing operations | $ | 27,457 | $ | 124,225 | |||||||
| Investing activities attributable to continuing operations | $ | (371,161) | $ | 302,132 | |||||||
| Financing activities attributable to continuing operations | $ | (419,134) | $ | (37,346) | |||||||
59
Net cash provided by operating activities attributable to continuing operations consists of net loss adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include the unrealized (gains) losses on the investment in MGM, amortization of intangibles, deferred income taxes, stock-based compensation expense, net gains on amendments and early terminations of lease agreements, loss related to the allocation of a disputed gain on a real estate transaction, depreciation, non-cash lease expense (including ROU impairments), net loss (gain) on sales of investments and businesses (including unrealized losses on investments) and unrealized increase in the estimated fair value of a warrant.
2025
Adjustments to net loss from continuing operations consist primarily of amortization of intangibles of $70.5 million, loss related to the allocation of a disputed gain on a real estate transaction of $32.6 million, depreciation of $28.9 million, non-cash lease expense (including ROU impairments) of $28.9 million, net loss on sales of investments and a business (including unrealized losses on investments) of $18.8 million and stock-based compensation expense of $16.1 million, partially offset by deferred income taxes of $46.9 million and net gains on amendments and early terminations of lease agreements of $42.2 million. The decrease from changes in working capital includes a decrease in operating lease liabilities of $78.6 million, a decrease in accounts payable and other liabilities of $38.8 million and an increase in other assets of $5.2 million, partially offset by a decrease in accounts receivable of $70.7 million and an increase in deferred revenue of $7.1 million. The decrease in operating lease liabilities is due to cash payments on leases, including $47.4 million related to the termination of leases for certain unoccupied office space at People Inc. described under “Contractual Obligations” below, net of interest accretion. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation, due primarily to timing of payments, including the payment of 2024 bonuses in 2025, a decrease in accrued traffic acquisition costs and related payables at Search and a net increase in accruals related to the resolution of certain legal matters at Corporate and Emerging & Other, partially offset by payments at Care.com. The increase in other assets is due primarily to a net increase in amounts due from insurance companies for the legal matters at Corporate and Care.com, partially offset by a decrease in prepaid hosting services at People Inc. and Search. The decrease in accounts receivable is due primarily to a decrease in revenue in the third quarter of 2025 relative to the fourth quarter of 2024 at People Inc. and Search and improved collections and timing of cash receipts at Care.com. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com, cash receipts for a fourth quarter of 2025 event and the shipments of certain magazine titles at People Inc.
Net cash used in investing activities attributable to continuing operations includes $386.6 million related to the Distribution and capital expenditures of $14.0 million, partially offset by the proceeds from the sale of a portion of the retirement investment fund of $11.9 million at People Inc., net proceeds from the sales of investments and fixed assets of $9.9 million and $4.3 million, respectively.
Net cash used in financing activities attributable to continuing operations includes principal payments on the Term Loans of $1.4 billion and debt issuance and deferred financing costs of $12.9 million, partially offset by the net proceeds from the Term Loans refinancing of $991.5 million and proceeds from the issuance of the 2032 Notes of $400.0 million. Net cash used in financing activities attributable to continuing operations also includes $300.0 million for the repurchase of 7.3 million shares of common stock, on a settlement date basis, at an average price of $41.35 per share, and withholding taxes paid on behalf of employees for net settled stock-based awards of $67.1 million.
60
2024
Adjustments to net loss from continuing operations consist primarily of the unrealized loss on the MGM investment of $361.8 million, amortization of intangibles of $109.8 million, stock-based compensation expense of $58.1 million, depreciation of $30.7 million and non-cash lease expense (including ROU impairments) of $29.4 million, partially offset by deferred income taxes of $88.8 million, an unrealized increase in the estimated fair value of a warrant of $20.4 million and net gain on sales businesses and investments (including unrealized losses on investments) of $16.5 million, which includes $29.2 million on the sale of assets of Mosaic Group in February 2024. The increase from changes in working capital includes a decrease in other assets of $65.4 million, a decrease in accounts receivable of $53.5 million and an increase in deferred revenue of $5.2 million, partially offset by decreases in accounts payable and other liabilities of $53.1 million and operating lease liabilities of $38.6 million. The decrease in other assets is due primarily to a decrease in prepaid hosting services at People Inc. and Corporate, receipt of pre-acquisition income tax refunds at People Inc. and the liquidation of the domestic funded pension plan at People Inc. in connection with the termination of the plan. The decrease in accounts receivable is due primarily to a decrease in revenue in the third quarter of 2024 relative to the fourth quarter of 2023 at People Inc. and Search, and a decrease at Mosaic Group due to cash receipts prior to the sale of its assets. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation due primarily to timing of payments, including the payment of 2023 bonuses in 2024, and a decrease in accrued traffic acquisition costs and related payables at Search and People Inc., partially offset by an increase in accrued advertising at Search. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.
Net cash provided by investing activities attributable to continuing operations includes maturities of marketable debt securities of $350.0 million, net proceeds from the sales of businesses and investments of $173.6 million, including $155 million from the sale of assets of Mosaic Group, net proceeds from the sales of assets of $12.7 million, principally from the sale of an aircraft at People Inc., and net collections of notes receivable of $10.1 million, partially offset by $221.8 million for the purchases of marketable debt securities, the purchase of a retirement investment fund of $15.3 million at People Inc. in connection with the termination of the domestic funded pension plan and transfer of the remaining assets to the IAC Inc. Retirement Savings Plan and capital expenditures of $9.8 million.
Net cash used in financing activities attributable to continuing operations includes principal payments on the Term Loans of $22.5 million and withholding taxes paid on behalf of employees for net settled stock-based awards of $14.6 million.
Discontinued Operations
Net cash used in and provided by discontinued operations of $29.6 million and $35.3 million, respectively, for the nine months ended September 30, 2025 and 2024, respectively, relates to the operations of Angi. The Company does not expect significant cash flows from Angi following the Distribution.
Liquidity and Capital Resources
Financing Arrangements
On May 14, 2025, People Inc. entered into Amendment No. 2, which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for the new Revolving Facility of $150 million, which replaced the then existing revolving credit facility. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 2032 Notes. In addition to extending the maturity dates of People Inc.’s debt, the refinancing transactions resulted in a net decrease in debt of $21.3 million, which was funded by cash on hand.
At September 30, 2025, the Term Loan A-1 bore interest at SOFR plus 2.00%, or 6.14%, and the Term Loan B-2 bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78%.
For a detailed description of long-term debt, see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements”
Investment in MGM
At September 30, 2025, the Company owns 64.7 million common shares of MGM. Based on the number of MGM common shares outstanding at September 30, 2025, the Company owns 23.8% of MGM.
61
Investment in Turo
At September 30, 2025, IAC’s ownership interest in Turo is approximately 33%.
Share Repurchase Authorizations and Activity
During the nine months ended September 30, 2025, IAC repurchased 7.3 million shares of its common stock, on a trade date basis, at $41.35 per share, or $300.0 million in aggregate, consisting of the remaining 3.7 million shares of its existing stock repurchase authorization from June of 2020 and 3.6 million shares of the 10 million share repurchase authorization, which was approved by the board of directors of IAC on March 16, 2025 (the “2025 Share Authorization”). At October 31, 2025, IAC has 6.4 million shares remaining in the 2025 Share Authorization. Share repurchases can be made over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors management deems relevant at any particular time, including, without limitation, market conditions, price and future outlook.
Contractual Obligations
In the third quarter of 2025, the Company entered into a cloud computing contract with payments of approximately $101.0 million expected to be made in aggregate over its three-year term. Payments of approximately $33.0 million expected to be made in each of the twelve-month periods ending September 30, 2026 and 2027 and $35.0 million in the twelve-month period ending September 30, 2028. During the first quarter of 2025, People Inc. amended a lease for the early surrender of certain unoccupied office space for a total payment of $43.1 million, consisting of equal payments paid in January and April 2025. During the third quarter of 2025, People Inc. entered into an additional amendment to the lease, which provided for the early surrender of additional office space for a total payment of $8.5 million. As of September 30, 2025, $4.3 million remains outstanding and is expected to be paid in January 2026. Prior to these amendments, the lease for this office space would have expired in 2032. People Inc. recorded net gains related to each of these amendments of $5.2 million and $41.5 million for the three and nine months ended September 30, 2025, respectively, which are reflected in “General and administrative expense” in the statement of operations. The impact of these amendments reduced future fixed lease payments by $145.0 million. At September 30, 2025, there have been no other material changes to the Company’s contractual obligations disclosures as of December 31, 2024 filed with the Securities and Exchange Commission on Form 8-K on June 12, 2025.
Capital Expenditures
The Company anticipates that it will need to make capital expenditures in connection with the development and expansion of its operations. The Company’s 2025 capital expenditures are expected to be higher than its 2024 capital expenditures of $15.0 million by approximately 55% to 60%, due primarily to increased capitalized software and leasehold improvements at People Inc.
Liquidity Assessment
On a consolidated basis, the Company generated positive cash flows from operating activities of $27.5 million for the nine months ended September 30, 2025; excluding the positive cash flows from operating activities of $57.1 million generated by People Inc., the Company generated negative cash flows from operating activities of $29.6 million.
At September 30, 2025, the Company’s consolidated cash and cash equivalents were $1.0 billion, of which $280.4 million was held by People Inc. The Company may not be able to freely access People Inc.’s cash due to the provisions of the People Inc. debt agreements.
62
The Company’s consolidated debt of approximately $1.45 billion is the liability of People Inc. The governing agreements contain covenants that would limit People Inc.’s ability to pay dividends, incur incremental secured indebtedness or make distributions or certain investments in the event a default has occurred or if People Inc.’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts, all as defined in the governing agreements. People Inc.’s consolidated net leverage ratio was less than 4.0 to 1.0 for the test period ended September 30, 2025. The governing agreements allow the Company to contribute cash to People Inc., which the Company has in the past and may in the future, to provide, among other things, additional liquidity to improve People Inc.’s consolidated net leverage ratios for any test period. These agreements also allow People Inc. to make distributions to the Company in amounts not to exceed these capital contributions, provided that no default has occurred and is continuing. In June and September 2025, the Company contributed $80 million and $55 million, respectively, to People Inc., which People Inc. subsequently distributed to the Company in July and October 2025, respectively. The June contribution resulted in an improvement to People Inc.’s consolidated net leverage ratio that enabled People Inc. to reduce the interest rate on the Term Loan A-1 and the commitment fee on the Revolving Facility during the third quarter of 2025. See “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements” for additional information.
The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to adverse market or macroeconomic conditions or other factors.
The Company believes People Inc.’s existing cash, cash equivalents and expected positive cash flows from operations, and the Company’s existing cash and cash equivalents, excluding People Inc., will be sufficient to fund their respective normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes on behalf of employees for net-settled stock-based awards and investing and other commitments for the next twelve months, and thereafter for the foreseeable future. The Company may need to raise additional capital through future debt or equity financing to refinance its existing capital structure and make acquisitions and investments. Additional financing may not be available on terms favorable to the Company, or at all, and may also be impacted by any disruptions or volatility in the financial markets. The indebtedness at People Inc. could further limit the Company’s ability to raise additional financing.
63
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Equity Price Risk
At September 30, 2025, the Company owns 64.7 million common shares of MGM. The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations. For the three and nine months ended September 30, 2025, the Company recorded unrealized pre-tax gains from its investment in MGM of $17.5 million and $0.6 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded unrealized pre-tax losses from its investment in MGM of $346.3 million and $361.8 million, respectively.
The cumulative unrealized net pre-tax gain through September 30, 2025 is $979.5 million. At September 30, 2025 and December 31, 2024, the carrying value of the Company’s investment in MGM, which includes the cumulative unrealized pre-tax gain, was $2.2 billion, or approximately 31% and 23% of the Company’s consolidated total assets, respectively. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million. At October 31, 2025, the fair value of the Company’s investment in MGM was $2.1 billion. The Company’s results of operations and financial condition have in the past been and may in the future be materially impacted by increases or decreases in the price of MGM common shares.
Interest Rate Risk
At September 30, 2025, the principal amount of the People Inc.’s outstanding debt totals $1.45 billion. The $1.05 billion principal amount of the Term Loans bears interest at variable rates and the $400.0 million principal amount of the 2032 Notes bears interest at a fixed rate.
People Inc. holds interest rate swaps to manage interest rate risk that expire April 1, 2027 with a total notional amount of $350 million. These interest rate swaps synthetically convert a portion of Term Loan B-2 from a variable rate to a fixed rate. Should the secured overnight financing rate (“SOFR”) equal or exceed 0.50%, then the fixed rate for the Term Loan B-2 will be approximately 7.32% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps and (ii) the base rate of 3.50%). In the event SOFR becomes less than 0.50%, then the interest rate swaps would be fixed in a range from approximately 7.32% to 7.42% as determined by the governing agreements. People Inc. applies hedge accounting to these contracts. The fair value of the interest rate swaps is determined using discounted cash flows derived from observable market prices, including swap curves, and represents what People Inc. would pay or receive to terminate the swap agreements. People Inc. intends to continue to meet the conditions for hedge accounting, however, if these interest rate swaps were not highly effective in offsetting cash flows attributable to the hedged risk, the changes in the fair value of the interest rate swaps used as hedges could have a significant impact on future results of operations.
At September 30, 2025, the outstanding balance of $700.0 million related to the Term Loan B-2 bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78%, and the outstanding balance of $345.6 million related to the Term Loan A-1 bore interest at SOFR plus 2.00%, or 6.14%. If SOFR were to increase or decrease by 100 basis points, the annual interest expense on the Term Loans, net of the impact related to the $350 million in notional amount of interest rate swaps, would increase or decrease by $6.9 million.
See “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for more information.
64
Item 4. Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chairman and Senior Executive and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this quarterly report, of the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chairman and Senior Executive and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
During the quarter ended September 30, 2025, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
65
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Overview
In the ordinary course of business, IAC and its subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as shareholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matter described below involves issues or claims that may be of particular interest to IAC’s stockholders, regardless of whether such matter may be material to IAC’s financial position or operations based upon the standard set forth in the rules of the SEC.
Shareholder Litigation Arising Out of the MTCH Separation
On June 24, 2020, a shareholder class action and derivative lawsuit was filed in Delaware state court against then
IAC/InterActiveCorp (now Match Group, Inc.), then IAC Holdings, Inc. (subsequently renamed IAC/InterActiveCorp and now known as IAC Inc.), IAC’s Chairman and Senior Executive, Barry Diller, former Match Group (as a nominal defendant only), and the ten members of former Match Group’s board of directors at the time of the separation of the Match Group business from then IAC/InterActiveCorp (the “MTCH Separation”), challenging, on behalf of a putative class of then Match Group public shareholders, the agreed-upon terms of the MTCH Separation. See David Newman v. IAC/InterActiveCorp et al., No. 2020-0505 (Delaware Chancery Court). The gravamen of the complaint was that the terms of the MTCH Separation were unfair to former Match Group public shareholders and unduly beneficial to IAC as a result of undue influence by IAC and Mr. Diller over the then Match Group directors who unanimously approved the transaction. The complaint asserted direct and derivative claims for: (i) breach of fiduciary duty against IAC and Mr. Diller as alleged former controlling shareholders of Match Group, (ii) breach of fiduciary duty against the Match Group directors who unanimously approved the MTCH Separation, (iii) breach of contract (i.e., a provision of former Match Group’s charter), (iv) breach of the implied covenant of good faith and fair dealing, and (v) tortious interference with contract against IAC. The complaint sought various declarations and damages in an unspecified amount.
IAC/InterActiveCorp (now Match Group, Inc.), then IAC Holdings, Inc. (subsequently renamed IAC/InterActiveCorp and now known as IAC Inc.), IAC’s Chairman and Senior Executive, Barry Diller, former Match Group (as a nominal defendant only), and the ten members of former Match Group’s board of directors at the time of the separation of the Match Group business from then IAC/InterActiveCorp (the “MTCH Separation”), challenging, on behalf of a putative class of then Match Group public shareholders, the agreed-upon terms of the MTCH Separation. See David Newman v. IAC/InterActiveCorp et al., No. 2020-0505 (Delaware Chancery Court). The gravamen of the complaint was that the terms of the MTCH Separation were unfair to former Match Group public shareholders and unduly beneficial to IAC as a result of undue influence by IAC and Mr. Diller over the then Match Group directors who unanimously approved the transaction. The complaint asserted direct and derivative claims for: (i) breach of fiduciary duty against IAC and Mr. Diller as alleged former controlling shareholders of Match Group, (ii) breach of fiduciary duty against the Match Group directors who unanimously approved the MTCH Separation, (iii) breach of contract (i.e., a provision of former Match Group’s charter), (iv) breach of the implied covenant of good faith and fair dealing, and (v) tortious interference with contract against IAC. The complaint sought various declarations and damages in an unspecified amount.
On September 24, 2020, the defendants filed motions to dismiss the complaint. On January 8, 2021, instead of responding to the motions to dismiss, the plaintiff, joined by another plaintiff, Boilermakers National Annuity Trust, filed an amended complaint. In addition, on January 7, 2021, another complaint challenging the MTCH Separation was filed against substantially the same defendants in the same court. See Construction Industry & Laborers Joint Pension Trust for Southern Nevada Plan A v. IAC/InterActiveCorp et al. (Delaware Chancery Court). The two cases were consolidated under the caption In re Match Group, Inc. Derivative Litigation, No. 2020-0505. On March 15, 2021, the court issued an order appointing Construction Industry and Laborers Joint Pension Trust for Southern Nevada Plan A (“Southern Nevada”) as lead plaintiff in the litigation and directing it to file a consolidated complaint by April 14, 2021, and on that date Southern Nevada filed the consolidated complaint.
On June 22, 2021, the defendants filed motions to dismiss the consolidated complaint. On September 3, 2021, instead of responding to the motions, the plaintiffs filed motions to add City of Hallandale Beach Police Officers’ and Firefighters’ Personnel Retirement Trust (“Hallandale”) as a co-lead plaintiff and to amend and supplement the consolidated complaint, which latter motion the defendants opposed. On October 27, 2021, the court issued an order granting the motions. On November 2, 2021, the plaintiffs filed an amended and supplemented consolidated complaint.
On December 10, 2021, the defendants filed motions to dismiss the amended and supplemented consolidated complaint, which the plaintiffs opposed. On September 1, 2022, the court, applying the business-judgment standard of review, issued an opinion and order granting the defendants’ motions to dismiss the complaint with prejudice. On October 3, 2022, the plaintiffs filed a notice of appeal to the Delaware Supreme Court from the Chancery Court’s order of dismissal. On May 3, 2023, the Delaware Supreme Court heard oral argument on the plaintiffs’ appeal. On May 30, 2023, the court issued an order directing the parties to submit supplemental briefing on the correct legal standard governing judicial review of the MTCH Separation, namely whether review under the more deferential business-judgment rule is triggered when such a transaction has been approved by either a committee of independent directors or a majority vote of the minority stockholders. Supplemental briefing was completed on September 29, 2023. On December 13, 2023, the court heard further oral argument from the parties.
66
On April 4, 2024, the Delaware Supreme Court issued its decision, holding: (i) that in order to be subject to review under the more deferential business-judgment rule, rather than “entire fairness” review, the MTCH Separation transaction must have been approved by both a committee of independent directors and a majority vote of the Match Group minority shareholders, (ii) that the Chancery Court correctly ruled that the plaintiffs had pleaded sufficient facts to call into question the independence of one of the three members of the special committee that had negotiated and approved the transaction, (iii) that the Chancery Court had incorrectly ruled that the plaintiffs had nevertheless failed to call into question the independence of the special committee as a whole, because all members of the committee must be independent in order for the committee as a whole to be independent, and (iv) that the Chancery Court had correctly dismissed the plaintiffs’ derivative claims for lack of standing, thereby leaving only their direct claims for adjudication and Hallandale as the sole lead plaintiff. The Delaware Supreme Court remanded the case to the Chancery Court for further proceedings under the “entire fairness” standard of review, and the case proceeded to discovery.
On October 2, 2024, the Chancery Court issued a decision and order dismissing the plaintiff’s claim against Mr. Diller on the principal grounds that he was not a controlling stockholder of Match Group.
On February 27, 2025, the parties participated in a mediation in an attempt to resolve the matter. On March 14, 2025, the parties accepted the mediator’s proposal to resolve the matter. Pursuant to the parties’ agreement in principle, the sum of $30 million will be paid to the plaintiff class in full settlement of all claims, including for attorneys' fees and expenses and the costs of settlement administration. Of that amount, approximately $29.8 million will be paid by the defendants’ insurers, and approximately $0.2 million will be paid by IAC. On April 1, 2025, the parties executed a term sheet memorializing the material terms of the settlement. On June 9, 2025, the parties submitted a definitive settlement agreement and related documents to the Chancery Court for approval. On September 17, 2025, after a hearing on the proposed settlement, the Chancery Court approved the settlement. The defendants’ insurers and IAC have paid their respective shares of the settlement amount, and the settlement fund, net of court-approved plaintiff’s attorneys’ fees and expenses and the costs of settlement administration, will be distributed to the members of the plaintiff class by the settlement administrator in accordance with the terms of the court-approved settlement.
Item 1A. Risk Factors
Cautionary Statement Regarding Forward-Looking Information
This quarterly report on Form 10-Q contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the future financial performance of IAC and its businesses, business prospects and strategy, anticipated trends and prospects in the industries in which IAC’s businesses operate and other similar matters.
67
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to compete with generative artificial intelligence (“AI”) technology and the disruption across marketing and publishing driven by AI-enabled search features, including Google’s AI Overviews, (ii) unstable market and economic conditions (particularly those that adversely impact advertising spending levels and consumer confidence and spending behavior), either generally and/or in any of the markets in which our businesses operate, as well as geopolitical conflicts, (iii) our ability to market our products and services in a successful and cost-effective manner, (iv) the display prominence of links to websites offering our products and services in search results, (v) changes in our relationship with (or policies implemented by) Google, (vi) the failure or delay of the markets and industries in which our businesses operate to migrate online and the continued growth and acceptance of online products and services as effective alternatives to traditional products and services, (vii) our continued ability to develop and monetize versions of our products and services for mobile and other digital devices, (viii) the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands, (ix) our continued ability to market, distribute and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms, (x) risks related to our Print business including declining revenue, increases in paper and postage costs, reliance on a single supplier to print our magazines and potential increases in pension plan obligations, (xi) our ability to establish and maintain relationships with quality and trustworthy caregivers, (xii) our ability to access, collect, use and protect the personal data of our users and subscribers, (xiii) our ability to engage directly with users, subscribers, consumers and caregivers on a timely basis, (xiv) the ability of our Chairman and Senior Executive and certain members of his family to exercise significant influence over the composition of our board of directors, matters subject to stockholder approval and our operations, (xv) risks related to our liquidity and indebtedness (the impact of our indebtedness on our ability to operate our business, our ability to generate sufficient cash to service our indebtedness and interest rate risk), (xvi) our inability to freely access the cash of People Inc. and its subsidiaries, (xvii) dilution with respect to investments in IAC, (xviii) our ability to compete, (xix) our ability to build, maintain and/or enhance our various brands, (xx) our ability to protect our systems, technology and infrastructure from cyberattacks (including cyberattacks experienced by third parties with whom we do business), (xxi) the occurrence of data security breaches and/or fraud, (xxii) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xxiii) the integrity, quality, efficiency and scalability of our systems, technology and infrastructure (and those of third parties with whom we do business), (xxiv) changes in key personnel and risks related to leadership transitions and (xxv) changes to our capital deployment strategy.
Certain of these and other risks and uncertainties are described in IAC’s filings with the SEC, including under the caption Part I-Item 1A-Risk Factors of our annual report on 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 28, 2025 (the “Annual Report”). Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and results of operations may arise from time to time. It is not possible for our management to predict all risks, 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 materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this quarterly report.
Risk Factors
There have been no material changes to the risk factors disclosed in Part I-Item 1A-Risk Factors of our Annual Report. In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed under the caption Part I-Item 1A-Risk Factors of our Annual Report, any or all of which could materially and adversely affect IAC’s business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect IAC’s business, financial condition and/or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended September 30, 2025.
68
Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of shares of IAC common stock during the quarter ended September 30, 2025:
_____________________
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid Per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | (d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2) | ||||||||||||||||||||||
| July 2025 | — | $ | — | — | 9,198,102 | |||||||||||||||||||||
| August 2025 | 1,328,126 | $ | 35.90 | 1,328,126 | 7,869,976 | |||||||||||||||||||||
| September 2025 | 1,438,438 | $ | 36.37 | 1,438,438 | 6,431,538 | |||||||||||||||||||||
| Total | 2,766,564 | $ | 36.15 | 2,766,564 | 6,431,538 | |||||||||||||||||||||
(1) Reflects repurchases made pursuant to the share authorization approved by the board of directors of IAC in June of 2020 and/or the 2025 Share Authorization, as applicable.
(2) Represents the total number of shares of IAC common stock that remained available for repurchase as of the end of the relevant month set forth in the table above pursuant to the stock repurchase authorization approved by the board of directors of IAC on March 16, 2025 (the “2025 Share Authorization”). Share repurchases can be made over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors management deems relevant at any particular time, including, without limitation, market conditions, price and future outlook.
69
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2025, none of the Company’s directors or officers adopted terminated
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.
70
| Exhibit Number | Description | Location | ||||||
| 3.1 | Restated Certificate of Incorporation of IAC Inc. | |||||||
| 3.2 | Restated Certificate of Incorporation of IAC/InterActiveCorp (effective as of June 30, 2020). | |||||||
| 3.3 | Certificate of Amendment of Restated Certificate of Incorporation of IAC/InterActiveCorp (effective as of May 25, 2021). | |||||||
| 3.4 | Certificate of Amendment of Restated Certificate of Incorporation of IAC/InterActiveCorp (effective as of August 11, 2022). | |||||||
| 3.5 | Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc. (effective as of June 12, 2024). | |||||||
| 3.6 | Certificate of Designations of Series A Cumulative Preferred Stock. | |||||||
| 3.7 | Amended and Restated By-Laws of IAC Inc. | |||||||
| Certification of the Chairman and Senior Executive 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.(1) | ||||||||
| 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.(1) | ||||||||
| Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(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.(2) | ||||||||
| 101.INS | Inline XBRL Instance.(1) | 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.(1) | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation.(1) | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition.(1) | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels.(1) | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation.(1) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
_______________________________________________________________________________
71
(1)Filed herewith.
(2)Furnished herewith.
72
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: | November 3, 2025 | |||||||||||||
| IAC INC. | ||||||||||||||
| By: | /s/ CHRISTOPHER HALPIN | |||||||||||||
| Christopher Halpin | ||||||||||||||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||||||||||||||
| Signature | Title | Date | |||||||||
| /s/ CHRISTOPHER HALPIN | Executive Vice President, Chief Operating Officer and Chief Financial Officer | November 3, 2025 | |||||||||
| Christopher Halpin | |||||||||||
73