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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
April 27, 2026
Date of Report (Date of Earliest Event Reported)
IAC Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-39356 |
|
84-3727412 |
| (State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| Of Incorporation) |
|
File Number) |
|
Identification No.) |
555 West 18th Street
New York, NY 10011
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (212) 314-7300
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 2.02. Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.
On April 28, 2026, IAC
Inc. (the “Company” or “IAC”)
announced the Company is changing its name to “People Incorporated” as it continues to sharpen its focus on its People Inc.
business and its investment in MGM Resorts International. As part of the announcement, IAC Chairman and Senior Executive Barry
Diller published a letter to shareholders outlining the rationale for the change. The letter includes financial highlights from Q1
2026. A copy of the release is being furnished as Exhibit 99.1 under both Item 2.02 “Results of Operations and Financial
Condition” and Item 7.01 “Regulation FD Disclosure.”
The information contained
in Item 2.02 and Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such section and shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
Ahead of its name change to
“People Incorporated” which is expected to occur with the release of Q2 2026 earnings in August, the Company has initiated a plan
to consolidate its corporate functions with those of its People Inc. business (“People”), through a reduction in workforce,
technology integrations, and other cost-saving measures over the coming quarters (the “Plan”). The Plan is expected
to generate annual run-rate cost savings of approximately $40 million. The Plan is expected to be completed by Q1 of 2027.
The Company expects to incur
approximately $14 million in severance and related expenses, $48 million in non-cash stock-based compensation expense and $0.5 million
to $1 million in other costs related to the Plan. The aforementioned non-cash stock-based compensation expense includes approximately
$16 million of expense that accelerates based on the original terms of employee award agreements and $32 million of expense associated
with awards that were modified to vest in connection with the Plan. The total costs expected to be incurred in connection with the Plan
are approximately $63 million.
The estimates of the charges
and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions
and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently
contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Plan, Christopher Halpin
will cease to serve as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company, and Kendall Handler
will cease to serve as Executive Vice President and Chief Legal Officer of the Company, in each case, effective on the filing of the Company’s
Form 10-Q for the quarter ending June 30, 2026 or such earlier date on which the executive’s employment with the Company is terminated
for any other reason (the “Separation Effective Date”).
The Company expects that, upon the Separation Effective
Date, Neil Vogel, who currently serves as Chief Executive Officer of People, will become Chief Executive Officer of the Company, and Tim
Quinn, who currently serves as the Chief Financial Officer of People, will become Chief Financial Officer of the Company.
Mr. Halpin and Ms. Handler have each entered
into employment transition agreements with the Company, each dated April 27, 2026 (the “ETAs”), pursuant to which,
each executive will continue to serve in their respective positions through the Separation Effective Date. During such period, each executive
will continue to receive their current base salary and be eligible to participate in the Company’s benefit plans.
The ETAs provide that, upon termination of an executive’s
employment without cause, the executive’s resignation for good reason or an automatic termination of employment upon the filing
of the Company’s Form 10-Q for the quarter ending June 30, 2026 (each a “Qualifying Termination”), subject to
the execution and non-revocation of a release of claims by the executive, the executive will be entitled to: (i) base salary for
12 months paid bi-weekly, (ii) a discretionary bonus for the full 2026 calendar year, payable no later than March 15, 2027, and (iii) the
full vesting of outstanding unvested equity awards and, for Ms. Handler, the right to exercise vested stock options through the original
expiration date of March 29, 2027 (the “Equity Award Treatment”). The same payments and the Equity Award Treatment
would be payable or provided upon an executive’s termination due to death or disability prior to the date of a Qualifying Termination,
subject to a release of claims.
Under the ETAs, each of Mr. Halpin and Ms.
Handler have agreed to provide non-exclusive consulting services to the Company from the Separation Effective Date (other than for death
or disability) through the filing of the Company’s Form 10-K for the fiscal year ending December 31, 2026. In consideration for
each executive’s entering into an ETA and execution of a release in favor of the Company, the Company has provided a general release
of claims in favor of each executive.
The ETAs will supersede the current employment
agreements, by and between each of the executives and the Company, dated January 4, 2022 for Mr. Halpin, and December 31, 2020 for Ms.
Handler, although the restrictive covenants contained in such employment agreements will remain in effect in accordance with their terms,
other than the non-competition restriction which will lapse upon a Qualifying Termination.
The foregoing description of the ETAs in this Item
5.02 is qualified in its entirety by reference to the full text of each of the ETAs, copies of which are attached hereto as Exhibits 10.1
and 10.2, respectively, and incorporated herein by reference.
Safe Harbor Statement Under
the Private Securities Litigation Reform Act of 1995
This
Current Report on Form 8-K may contain “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 Plan, the expected cost savings, expenses, costs, charges and expenditures relating
thereto and other similar matters. Actual results could differ materially from those contained in these forward-looking statements for
a variety of reasons, including, among others: (i) the impact of advances in artificial intelligence (“AI”) and other digital
technologies, including AI-enabled search features, on how users access and consume information and the resulting effects on traffic,
engagement and monetization, (ii) our reliance on search engines and third-party platforms, including changes in algorithms, policies,
economics or features (including those implemented by Google), as well as the potential expiration or modification of key commercial agreements,
(iii) our ability to effectively market our products and services in a cost-efficient manner across evolving digital channels, (iv) our
dependence on advertising revenue and the sensitivity of such revenue to macroeconomic conditions, including factors affecting advertiser
demand, consumer confidence and discretionary spending, as well as geopolitical and broader market uncertainty, (v) our ability to adapt
to changes in digital marketing practices, including limitations on data access, tracking technologies and targeting capabilities, (vi)
our ability to develop, distribute and monetize our products and services across mobile and other platforms and maintain effective relationships
with third-party partners, (vii) the continued growth, engagement and monetization of our digital publishing brands, (viii) risks related
to our Print business, including ongoing revenue declines, cost pressures (including paper and postage), and reliance on key vendors,
(ix) our ability to access, collect, use and protect personal data and comply with evolving privacy and data protection laws and platform
restrictions, (x) our ability to effectively engage with users, subscribers and caregivers across communication channels, (xi) the concentration
of voting control among our Chairman and Senior Executive and related parties, (xii) risks related to our liquidity and indebtedness,
including our ability to service debt and comply with related covenants, as well as limitations on access to subsidiary cash flows, (xiii)
risks related to strategic transactions and initiatives, including our ability to realize anticipated benefits from prior transactions
and execute future initiatives, (xiv) competitive pressures in rapidly evolving industries, including from larger or better-positioned
competitors and AI-enabled offerings, (xv) our ability to build, maintain and protect our brands, (xvi) cybersecurity risks, including
increasingly sophisticated attacks (including those enabled by AI) and vulnerabilities at third-party providers, (xvii) data security
breaches, fraud and related liabilities, (xviii) risks associated with the integrity, scalability and reliability of our systems, technology
and infrastructure, (xix) the impact of general economic, geopolitical and public health conditions, (xx) our dependence on key personnel
and leadership transitions, (xxi) volatility in our stock price and risks related to our capital allocation strategy and (xxii) risks
related to the planned corporate consolidation. Certain of these and other risks and uncertainties are described in our filings with the
Securities and Exchange Commission (the “SEC”), including the most recent Annual Report on Form 10-K filed with the SEC on
February 20, 2026, and subsequent reports that we file with the SEC. Other unknown or unpredictable factors that could also adversely
affect our 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 Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 10.1 |
|
Employment Transition Agreement, dated April 27 2026, between IAC and Christopher Halpin. |
| 10.2 |
|
Employment Transition Agreement, dated April 27, 2026, between IAC and Kendall Handler. |
| 99.1 |
|
Press Release of IAC, dated April 28, 2026. |
| 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 |
| |
|
|
Kendall Handler |
| |
|
|
Executive Vice President, Chief Legal Officer & Secretary |
| |
Date: |
|
April 28, 2026 |
Exhibit 99.1
Letter from Barry Diller to IAC Shareholders:
IAC Announces Name Change to People Incorporated
NEW
YORK—April 28, 2026―IAC (NASDAQ: IAC) today announced the company is changing its name to People Incorporated
as it continues to sharpen its focus on its People Inc. publishing business and its investment in MGM Resorts International. The name
change is expected to occur by the company’s second quarter earnings in August.
IAC
Chairman and Senior Executive Barry Diller published a letter to shareholders today, outlining
the rationale for the name change. The letter in its entirety is below.
April 28, 2026
Dear Shareholders,
Today’s news is that IAC is changing its
corporate name to People Incorporated.
Throughout its three decades, this company has
always been opportunistic. That’s the only guidewire I’ve ever followed, and I believe today and tomorrow’s
opportunities will best be held in the corpus of this new corporate name.
Some backgrounding will be helpful in explaining
why.
I bought into little Silver King Communications
in 1995. It had about $40 million in sales, and as it evolved over the next decades, we became HSN, then USA Networks, and finally, in
2003, IAC/InterActiveCorp, and then even more simply, IAC Inc.
Those name changes were the result of our changing
business model. We began as a string of small television stations, then merged with HSN, a home shopping channel, and a few years later
bought the USA Networks and Universal Television. At HSN, we gained some expertise in ecommerce and interactive models in the
primitive convergence of television screens, computers, and phones. And then came the internet revolution in 1995 and out of
that a unique business model—buying, building and creating interactive business. Over the years, that has resulted in
our owning and operating more than 200 companies and overseeing well over 100 minority investments.
By then we were the definition of a conglomerate. As
we evolved, I came to believe that operating all these disparate entities wasn’t the optimum method and began a process of spinning
them out into their own independent companies. Once we felt they were of sufficient size and success I thought they’d
be better off on their own and sought to become a sort of anti-conglomerate, ‘spinning out’ 11 public entities.
All this activity over these past three
decades has resulted in creating over $144 billion of value at peak equity prices.
In the last few years, ecommerce and interactivity
valuations soared, new opportunities became fewer, and we began to scale down our acquisition activities to concentrate on the one
sector we felt had the most potential in such a fast changing environment, that of the publishing businesses we’d built and acquired
over the last 14 years. It was, as usual for us, a contrarian move but as I outline below, a most successful one.
As all sorts of potential disintermediation loomed
in media and ecommerce we also began to search for businesses that couldn’t be disintermediated. Out of that process we began
to accumulate shares in MGM Resorts, believing that there was no technology that was going to displace a customer from going to Las Vegas
or any of MGM’s other physical properties. Our original 12% stake in MGM has now grown to 26%. MGM Resorts is an extraordinary
operation powered by a compelling mix of iconic resort destinations, scalable digital platforms, premium brands, an expanding global presence,
and, under its CEO Bill Hornbuckle, an outstanding management team. MGM owns 40% of the Las Vegas Strip—an entertainment nucleus
that simply cannot be replicated anywhere in the world. MGM’s leadership position in Macau remains the envy of the industry, and
its mega resort abuilding in Japan is a giant future opportunity. Its digital businesses are growing profitably, and its stock continues
to be wildly undervalued.
Our major continuing operating business is now
our publishing operations. We are unlike most publishers in that we began as a native digital publisher and spent a decade developing
the expertise to grow into a thriving digital business anchored online. We were leaning into digital publishing with all our might when
our competitors were downsizing their operations because of that digital disruption. In late 2021, we then acquired Meredith. The
earlier combination of Meredith and Time Inc. boasted 30+ brands such as the iconic PEOPLE, Food + Wine, Southern Living, and Travel &
Leisure, all of which had incredible heritage but lacked digital reach. We brought our digital expertise to Meredith’s brands, aiming
to modernize these iconic assets and unlock their true potential.
We
are now some years into that process, and the results have been excellent. As against most publishers, we are thriving. The first quarter
of 2026 represents our 10th straight quarter of digital revenue growth, our EBITDA margins remain strong, and our audiences are
growing rapidly across so many platforms, including social channels, Apple News, and our own live events.
We have succeeded by leveraging our knowledge
and experience from across the breadth of IAC’s digital businesses and applying them to People, trying new things, not being captive
to old models or a legacy approach and not being dependent on others who could disrupt our business.
We’ve built our own extremely effective
AI ad targeting product based on our first party data named D/Cipher.
We recognized the coming reality of zero search
traffic years ago, successfully transitioning out of depending upon search engines for our traffic to create our own ecosystem which has
resulted in a broad diversity in audience sources.
We
have also begun a process called INVERSION, which to us means taking each of our properties and their intellectual capital and turning
them into opportunities to play a direct role in creating new products and services that we own directly, rather than the traditional
publishing model of licensing brands. We have literally 19 separate initiatives operating now that are exclusive of the traditional
publishing model. I intend for us to be the principal, rather than the licensor, wherever we can in the products and services that will
be birthed out of our enormous reservoir of content.
I do believe we have an unlimited opportunity to
build a unique new day publishing model that has no equal in its ability to grow into a large enterprise. Under Neil Vogel’s
leadership, People’s outstanding editorial and business staff and 3,500 employees, we deliver the most diversified
expertise across our 40+ brands and the six ‘books’ we continue to publish in print. And publish,
in the old sense we still do, and profitably, to the tune of shipping 250 million magazines a year.
So, there we are and that’s why we’re
changing IAC’s name to People Incorporated.
We’re transitioning the necessary staff
of IAC into the corpus of People. That will significantly reduce our overhead as we concentrate on our two assets: People publishing
and our holdings in MGM Resorts.
As
for me, I plan to continue to do what I have done here for years as Chairman and Senior Executive—be an advisor, instigator, stimulus,
and sometimes irritant to the process. I will also continue to oversee our MGM investment.
We have an excellent balance sheet with plenty
of cash to pursue opportunities. It’s possible we’ll find new arenas, that’s always an option, but for now
we’ll concentrate on the two we have in front of us. Each cycle over the last 30 years, we downsized to a smaller company—I
like that. It gives us room and energy to be agile and opportunistic.
The corpus of People Incorporated will include
the assets of a mostly virtual media business together with the very hard assets of MGM Resorts—if you like, a perfect hedge in
a world that is changing so unpredictively fast.
We’ve gone through four cycles since our
founding more than 30 years ago, each one seeing opportunity in the dark. I can’t tell you where the next journey will take us but
can say with confidence that the base from which we start is square on solid, and…from there…we will proceed.
I’d say THANK YOU FOR YOUR ATTENTION TO
THIS MATTER, but that would be more than presumptuous.
Barry Diller
###
About
IAC
IAC (NASDAQ: IAC) builds companies. We are guided by curiosity, a questioning of the status quo, and a desire to invent
or acquire new products and brands. From the single seed that started as IAC nearly three decades ago have emerged 10 independent, publicly-traded
companies and generations of exceptional leaders. We will always evolve, but our basic principles of financially-disciplined opportunism
will never change. IAC is today primarily comprised of leading publisher People Inc. and its strategic equity positions in MGM Resorts
International and Turo Inc. IAC is headquartered in New York City.
Cautionary Statement Regarding Forward-Looking
Information
This
press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. The use of words such as “anticipates,” “intends,” “expects,” “plans” and
“believes,” among others, generally identify forward-looking statements. These forward-looking statements include,
among others, statements relating to: the planned corporate name change and consolidation, the expected reduction in overhead and related
cost savings, the continued growth of our digital publishing business and expansion of our audience across platforms, the value and growth
potential of our investment in MGM Resorts, our ability to develop, own and monetize new products and services derived from
our content and intellectual property, our ability to identify and pursue new business opportunities and other similar matters.
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among
others: (i) the impact of advances in artificial intelligence (“AI”) and other digital technologies, including AI-enabled
search features, on how users access and consume information and the resulting effects on traffic, engagement and monetization, (ii) our
reliance on search engines and third-party platforms, including changes in algorithms, policies, economics or features (including those
implemented by Google), as well as the potential expiration or modification of key commercial agreements, (iii) our ability to effectively
market our products and services in a cost-efficient manner across evolving digital channels, (iv) our dependence on advertising revenue
and the sensitivity of such revenue to macroeconomic conditions, including factors affecting advertiser demand, consumer confidence and
discretionary spending, as well as geopolitical and broader market uncertainty, (v) our ability to adapt to changes in digital marketing
practices, including limitations on data access, tracking technologies and targeting capabilities, (vi) our ability to develop, distribute
and monetize our products and services across mobile and other platforms and maintain effective relationships with third-party partners,
(vii) the continued growth, engagement and monetization of our digital publishing brands, (viii) risks related to our Print business,
including ongoing revenue declines, cost pressures (including paper and postage), and reliance on key vendors, (ix) our ability to access,
collect, use and protect personal data and comply with evolving privacy and data protection laws and platform restrictions, (x) our ability
to effectively engage with users, subscribers and caregivers across communication channels, (xi) the concentration of voting control among
our Chairman and Senior Executive and related parties, (xii) risks related to our liquidity and indebtedness, including our ability to
service debt and comply with related covenants, as well as limitations on access to subsidiary cash flows, (xiii) risks related to strategic
transactions and initiatives, including our ability to realize anticipated benefits from prior transactions and execute future initiatives,
(xiv) competitive pressures in rapidly evolving industries, including from larger or better-positioned competitors and AI-enabled offerings,
(xv) our ability to build, maintain and protect our brands, (xvi) cybersecurity risks, including increasingly sophisticated attacks (including
those enabled by AI) and vulnerabilities at third-party providers, (xvii) data security breaches, fraud and related liabilities, (xviii)
risks associated with the integrity, scalability and reliability of our systems, technology and infrastructure, (xix) the impact of general
economic, geopolitical and public health conditions, (xx) our dependence on key personnel and leadership transitions, (xxi) volatility
in our stock price and risks related to our capital allocation strategy and (xxii) risks related to the planned corporate consolidation.
Certain of these and other risks and uncertainties are described in our filings with the Securities and Exchange Commission (the “SEC”),
including the most recent Annual Report on Form 10-K filed with the SEC on February 20, 2026, and subsequent reports that we file with
the SEC. Other unknown or unpredictable factors that could also adversely affect our 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 press release.
Contact Us
IAC Investor Relations
Mark Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7251
