UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On March 31, 2025, IAC Inc. (“IAC” or the “Company”) completed the previously announced spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share (the “IAC common stock”), and IAC Class B common stock, par value $0.0001 per share (the “IAC Class B common stock” and together with the IAC common stock, “IAC Stock”). The dividend was paid through the distribution of shares of Angi Class A common stock, par value $0.001 per share (the “Angi Class A common stock”) on March 31, 2025 to the holders of record of IAC Stock as of the close of business on March 25, 2025 (the “Record Date”), on a pro rata basis. For each share of IAC Stock held by IAC stockholders as of the Record Date, 0.5251 shares of Angi Class A common stock were distributed. No fractional shares of Angi Class A common stock were distributed. Instead, IAC stockholders will receive a cash payment in lieu of any fractional share of Angi Class A common stock that they otherwise would have received.
As a result of the Distribution, IAC no longer owns any shares of Angi capital stock and Angi became an independent public company.
A copy of a joint press release issued by IAC and Angi on April 1, 2025 announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 31, 2025, effective upon the completion of the Distribution and pursuant to the employment transition agreement previously filed by the Company on January 13, 2025 with the Securities Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated January 13, 2025, Joseph Levin ceased to serve as Chief Executive Officer of the Company and as a member of the board of directors of the Company.
Item 9.01. | Financial Statements and Exhibits. |
(b) | Pro forma financial information. |
Unaudited pro forma financial information of the Company to give effect to the Distribution is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01.
(d) | Exhibits. |
Exhibit No. | Description of Exhibit | |
99.1 | Press Release, dated as of April 1, 2025 | |
99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of IAC Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IAC INC. | ||
By: | /s/ Kendall Handler | |
Name: | Kendall Handler | |
Title: | Executive Vice President, Chief Legal Officer & Secretary |
Date: April 1, 2025