IAC IAC Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): March 17, 2025

 

IAC Inc.

 

(Exact name of registrant as specified in charter)

 

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

 

555 West 18th Street, New York, NY		10011
(Address of principal executive offices)		(Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001		IAC		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

 

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

 

Emerging growth company ¨

 

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

 

 

 

Item 5.04 Temporary Suspension of Trading under Registrant’s Employee Benefit Plans

 

On March 17, 2025, in connection with the planned spin-off of Angi Inc. (the “Spin-off”), IAC Inc. (“IAC” or the “Company”) delivered a notice under Rule 104(b)(2)(i) of Regulation BTR to its executive officers and directors (collectively, the “Covered Persons”), regarding a “blackout” period under the IAC Inc. Retirement Savings Plan (the “Plan”) that will be imposed in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and U.S. Securities and Exchange Commission regulations.

 

The blackout period is expected to begin at 4:00 PM Eastern Time on March 31, 2025 and to end no later than 9:30 AM Eastern Time on April 3, 2025. During the blackout period, participants will be temporarily unable to execute transactions under the Plan involving their balances (if any) in the IAC stock fund, including investment transactions and plan loans and withdrawals. The blackout period under the Plan is needed in connection with the Spin-off in order to allow for the establishment of a new Angi Inc. (“Angi”) stock fund to hold shares of Angi stock received by Plan participant accounts in respect of shares of IAC stock held in the IAC stock fund.

 

The blackout notice is filed herewith as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibits.

 

Exhibit Number		Description
99.1		Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

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: March 18, 2025

 

 

Exhibit 99.1

 

To: Participants in the IAC Inc. Retirement Savings Plan

 

Date: March 17, 2025

 

Subject: 401(k) Blackout for Angi Spinoff

 

On Friday, March 7, 2025, the board of directors of IAC Inc. (“IAC”) approved the spinoff of Angi Inc. (“Angi”). The spinoff will result in a special dividend distribution of Angi stock to IAC shareholders of record as of the close of business on March 25, 2025, on a pro-rata basis.

 

The IAC Inc. Retirement Savings Plan (the “Plan”) offers the IAC Stock Fund, an investment option through which Plan participants can hold shares of IAC stock. As a result of the spinoff, the Plan will receive shares of Angi stock in respect of shares of IAC stock held in the IAC Stock Fund as described above and will establish a new Angi Stock Fund to hold these shares. If you have a balance in the IAC Stock Fund, please review the details provided below to understand how the spinoff will impact your Plan account.

 

Blackout Period

 

There will be a short blackout period while Schwab Retirement Plan Services, Inc. (“Schwab”), the Plan’s recordkeeper, processes the receipt of Angi shares and establishes the new Angi Stock Fund. This blackout period will only impact participants with balances in the IAC Stock Fund. The blackout period is expected to begin at 4:00pm ET on Monday, March 31, 2025, and to end no later than 9:30am ET on Thursday, April 3, 2025. The blackout period may end earlier than this date; if there is a delay that extends the blackout period, we will send you an additional communication.

 

During the blackout period, you will be temporarily unable to execute any transaction involving your balance in the IAC Stock Fund, including investment transactions and plan loans and withdrawals. Please carefully consider your investment and retirement strategy in light of this blackout period. Once the blackout period ends, you will have full access to your balance in the IAC Stock Fund and all other Plan accounts.

 

If you have any questions about the blackout period, or if you’d like to request a transaction prior to the blackout period, please contact Schwab at 800-724-7526 (available Monday – Friday from 8:00am to 10:00pm ET) or online at workplace.schwab.com. You can also contact your Human Resources department for more information.

 

 

Details for Angi Employees with a Balance in the IAC Stock Fund After the Spinoff and Blackout Period

 

Following the blackout period, you will have a balance in a new IAC Stock Fund for Angi Employees (described below) and a new Angi Stock Fund. The Angi Stock Fund will be frozen to new investments, which means that you will not be able to allocate any additional amounts to the Angi Stock Fund. You can take action at any time after the blackout period ends to transfer any portion of your balance out of the Angi Stock Fund and into the other investment options available under the Plan.

 

The Angi Stock Fund will be removed from the Plan on December 15, 2025, and balances that remain in the Angi Stock Fund at that time will be automatically allocated to the Plan’s qualified default investment alternative, a T. Rowe Price Retirement fund based on your date of birth. You’ll receive more information about the timing of this change later this year.

 

Effective April 1, 2025, the IAC Stock Fund will no longer be available to you as a plan investment option. That means you will not be able to transfer additional amounts into the Fund or make additional contributions to the Fund from your paycheck.

 

·

Current Balance: any portion of your account balance previously allocated to the IAC Stock Fund will be held in a new IAC Stock Fund for Angi Employees. We anticipate removing the IAC Stock Fund for Angi Employees from the Plan prior to the end of 2025; you’ll receive more information about the timing of this change later this year. At any time prior to March 31, 2025, you can transfer your balance out of the IAC Stock Fund and at any time after the blackout period ends you can transfer your balance out of the IAC Stock Fund for Angi Employees.

 

·

Future Contributions: if you have elected to invest any portion of your future contributions under the Plan in the IAC Stock Fund, you will need to update your investment elections prior to the blackout start on March 31, 2025. If you do not update your investment elections, future contributions designated for the IAC Stock Fund will be directed to the Plan’s qualified default investment alternative, a T. Rowe Price Retirement fund based on your date of birth.

 

·

Auto-Rebalance: if you have enabled the auto-rebalance feature available through Schwab, any auto-rebalance percentages currently allocated to the IAC Stock Fund will be directed to the Plan’s qualified default investment alternative, a T. Rowe Price Retirement fund based on your date of birth. Further, any auto-rebalance transactions following the blackout period will exclude any balance in the Angi Stock Fund and the IAC Stock Fund for Angi Employees. You can take action prior to or following the blackout period to change your auto-rebalance percentages.

 

 

Details for All Other Participants with a Balance in the IAC Stock Fund After the Spinoff and Blackout Period

 

Following the blackout period, you will have a balance in a new Angi Stock Fund. The Angi Stock Fund will be frozen to new investments; you will not be able to allocate any additional amounts to the Angi Stock Fund. You can take action at any time after the blackout period ends to transfer any portion of your balance out of the Angi Stock Fund and into the other investment options available under the Plan.

 

The Angi Stock Fund will be removed from the Plan on December 15, 2025, and balances that remain in the Angi Stock Fund at that time will be automatically allocated to the Plan’s qualified default investment alternative, a T. Rowe Price Retirement fund based on your date of birth; you’ll receive more information about the timing of this change later this year.

 

Following the blackout period, there will be no other changes to the IAC Stock Fund. You will be able to transfer balances into and out of the IAC Stock Fund and elect to invest your future contributions in the IAC Stock Fund as you have prior to the completion of the spinoff.

 

 

v3.25.1

Cover	Mar. 17, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 17, 2025
Entity File Number	001-39356
Entity Registrant Name	IAC Inc.
Entity Central Index Key	0001800227
Entity Tax Identification Number	84-3727412
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	555 West 18th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
City Area Code	212
Local Phone Number	314-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	IAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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