IAC Inc. Files 8-K: Agreements, Officer Changes, and Compensation

TL;DR

IAC Inc. 8-K: Material agreements entered & terminated, exec changes, new comp plans. Big moves happening.

AI Summary

On January 13, 2025, IAC Inc. filed an 8-K report detailing several key events. These include the entry into and termination of material definitive agreements, changes in directorships and officer appointments, and the adoption of new compensatory arrangements for certain officers. The filing also covers other events and financial statements, with IAC Inc. being incorporated in Delaware and headquartered in New York.

Why It Matters

This filing signals significant corporate actions at IAC Inc., including potential shifts in strategic agreements and executive compensation, which could impact the company's future direction and investor relations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions such as the entry into and termination of material definitive agreements, which can introduce uncertainty and potential financial risks.

Key Players & Entities

• IAC Inc. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Business address city
• 555 WEST 18TH STREET (address) — Business street address

FAQ

Key Financial Figures

• $0.0001 — registered ) Common Stock, par value $0.0001 IAC The Nasdaq Stock Market LLC (Na
• $1,000,000 — Levin his current annual base salary of $1,000,000 and provide his existing employee benef
• $0.001 — ares of Class B common stock, par value $0.001 per share, of ANGI (the " ANGI Class B
• $9,346,585 — ANGI Class B Common Stock "), and (ii) $9,346,585 in cash (the " Cash Amount "), with suc
• $3,000,000 — has agreed to pay Mr. Levin a total of $3,000,000 per year, with $1,000,000 of such annua
• $2,000,000 — monthly installments and the remaining $2,000,000 of such annual fee payable on the first

Filing Documents

• tm253165d1_8k.htm (8-K) — 36KB
• tm253165d1_ex10-1.htm (EX-10.1) — 141KB
• tm253165d1_ex99-1.htm (EX-99.1) — 19KB
• 0001104659-25-003096.txt ( ) — 409KB
• iac-20250113.xsd (EX-101.SCH) — 3KB
• iac-20250113_lab.xml (EX-101.LAB) — 33KB
• iac-20250113_pre.xml (EX-101.PRE) — 22KB
• tm253165d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement The disclosure set forth under Item 5.02 below is incorporated herein by reference.

02

Item 1.02. Termination of a Material Definitive Agreement. The disclosure set forth under Item 5.02 below is incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 13, 2025, IAC Inc. (the " Company ") announced that Joseph Levin will cease to serve as Chief Executive Officer of the Company and as a member of the board of directors (the " Board ") of the Company, in each case, effective upon the first to occur of the completion of the separation of Angi Inc. (" ANGI ") from the Company and May 31, 2025 (the " Separation Effective Date "). In connection with this announcement, Mr. Levin and the Company entered into an employment transition agreement, dated January 13, 2025 (the " ETA "). Pursuant to the ETA, Mr. Levin has agreed to transition out of his role as Chief Executive Officer of the Company and will resign as a member of the Board, in each case, effective on the Separation Effective Date. Transition Period. Mr. Levin will continue to serve as the Chief Executive Officer and as a member of the Board through the Separation Effective Date (the " Transition Period "). During the Transition Period, the Company will continue to pay Mr. Levin his current annual base salary of $1,000,000 and provide his existing employee benefits. Separation Benefits. Pursuant to the ETA, the Company has transferred to Mr. Levin: (i) 5,008,600 fully vested shares of Class B common stock, par value $0.001 per share, of ANGI (the " ANGI Class B Common Stock "), and (ii) $9,346,585 in cash (the " Cash Amount "), with such shares and cash transferred representing the aggregate value as eleven million fully vested shares of Class A common stock, par value $0.001 per share, of ANGI (the " ANGI Class A Common Stock "). Mr. Levin has elected to satisfy applicable tax withholding obligations due with respect to the shares and Cash Amount from the Cash Amount, and has converted all shares of Class B Common Stock acquired by him into shares of ANGI Class A Common Stock (such shares o

01

Item 8.01. Other Events. On January 13, 2025, the Company announced that the Board approved a plan to spin off the Company's ownership stake in ANGI to the Company stockholders. The Company intends to effect the spin-off through a dividend of all of the capital stock of ANGI owned by the Company at the effective time of such dividend to the holders of its common stock and Class B common stock. Prior to the effective time of the dividend, the Company intends to voluntarily convert all of the shares of ANGI Class B Common Stock that it owns to shares of ANGI Class A Common Stock. The completion of the spin-off and dividend remain subject to conditions and to the final approval of the Board, and may not be completed, on the anticipated terms or at all. The joint press release issued by the Company and ANGI on January 13, 2025 relating to the above matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d)Exhibits. Exhibit No. Description of Exhibit 10.1 Employment Transition Agreement, dated as of January 13, 2025, between IAC Inc. and Joseph Levin. 99.1 Joint Press Release of IAC Inc. and Angi Inc., dated as of January 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IAC INC. By: /s/ Kendall Handler Name: Kendall Handler Title: Executive Vice President, Chief Legal Officer & Secretary Date: January 13, 2025

View Full Filing

View this 8-K filing on SEC EDGAR