false
0001800227
0001800227
2026-03-02
2026-03-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 2026
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. ¨
On March 2, 2026, IAC Inc.,
a Delaware corporation (the “Company” or “IAC”), issued a press release announcing that it had entered
into a Stock Purchase Agreement (the “Purchase Agreement”) by and among IAC, Care Parent, LLC, a Delaware corporation
(“Acquiror”), an indirect wholly owned subsidiary of Pacific Avenue Capital Partners, and Care.com, Inc., a Delaware
corporation (“Care.com”), pursuant to which IAC has agreed to sell to Acquiror, and Acquiror has agreed to purchase
from the Company, all of the issued and outstanding shares of capital stock of Care.com in exchange for a gross purchase price of approximately
$320 million (subject to certain adjustments), on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”).
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Transaction is expected
to close in the first half of 2026, subject to the satisfaction of certain customary closing conditions, including (i) the absence of
any governmental order or action restraining, enjoining or prohibiting the consummation of the Transaction, (ii) the accuracy of the representations
and warranties of the parties (subject to customary materiality qualifiers), and (iii) the performance by the parties of their respective
covenants and agreements in all material respects. The completion of the Transaction is not subject to a financing condition. Under the
terms of the Purchase Agreement, the consummation of the Transaction cannot occur prior to March 13, 2026.
The Purchase Agreement contains
customary representations, warranties and covenants of the parties. Among other things, during the period between the execution of the
Purchase Agreement and the earlier of the closing or termination of the Purchase Agreement, Care.com has agreed to conduct its business
in the ordinary course consistent with past practice and has agreed to certain other operating covenants. The Purchase Agreement also
contains customary termination provisions for transactions of this type, whereby the parties may terminate the Purchase Agreement (i)
by mutual written consent, (ii) following a permanent legal prohibition on consummating the Transaction, (iii) if the closing has not
occurred by a specified outside date, subject to certain conditions and (iv) following a breach by the other party of its representations
and warranties or covenants contained in the Purchase Agreement that would result in a failure of a condition to the closing of the Transaction,
subject to customary cure rights.
| Item 9.01. | Financial Statements
and Exhibits. |
Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
|
Press Release, dated as of March 2, 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 |
| |
Name: |
Kendall
Handler |
| Title: |
Executive
Vice President, Chief Legal Officer & Secretary |
Date:
March 2, 2026
Exhibit 99.1
Pacific
Avenue Capital Partners to Acquire IAC’s Care.com
| · | IAC streamlines portfolio, unlocks value from non-core assets |
| · | Affiliate of global private equity firm to oversee Care.com’s next chapter |
NEW YORK—March 2, 2026—Today
IAC (NASDAQ: IAC) announced it has entered into a definitive agreement with an affiliate of Pacific Avenue Capital Partners (“Pacific
Avenue”), a global private equity firm specializing in corporate carve-outs in the middle market, in which the affiliate would acquire
Care.com, one of the largest online marketplaces for finding family care and care jobs and wholly owned subsidiary of IAC, pursuant to
which Pacific Avenue has agreed to purchase all of the issued and outstanding shares of Care.com, Inc. capital stock in an all cash transaction
with a gross purchase price of approximately $320 million. The transaction is expected to close in the first half of 2026.
“We’ve been clear on our plan to sharpen
IAC’s strategic focus on People Inc. and our MGM stake, while opportunistically monetizing non-core holdings to simplify our portfolio
and enhance financial flexibility,” said Christopher Halpin, Executive Vice President, COO
and CFO of IAC.
Acquired by IAC in 2020, Care.com is a leading
platform and brand in the growing $400 billion market for family care. It is anchored by the largest online network of background-checked
child and senior caregivers in the U.S and partnerships with over 700 employers to provide care solutions to their employees through Care.com.
Under IAC, the company renewed its brand, overhauled its technology and transformed its product experience across Consumer and Enterprise,
while expanding its presence in high-demand verticals such as senior care, pet care, and housekeeping, and significantly enhancing platform
trust and safety.
“Care.com is an industry leader with a brand
built on trust, a strong reputation, and a proven leadership team. Care.com has a clear path for growth as an independent, standalone
company,” said Chris Sznewajs, Founder and Managing Partner of Pacific Avenue. “This transaction aligns perfectly with Pacific
Avenue’s track record of executing corporate carve-outs to acquire market-leading businesses and partnering with leadership teams
to elevate performance. We’re excited to work with Brad, Michelle, and the Care.com team to unlock the company’s full potential
in serving families, caregivers, and its enterprise partners.”
“Care.com is entering its next chapter from
a strong position of profitability and strength, and we’re excited to partner with Pacific Avenue to accelerate this momentum,”
said Brad Wilson, CEO of Care.com. “Their dedicated investment and operating expertise will allow us to move faster — particularly
in scaling our enterprise offerings — while continuing to invest deeply in our platform and deliver even greater value to families
and caregivers.”
The transaction is subject to customary closing
conditions and is expected to be completed in the first half of 2026.
Advisors
J.P. Morgan Securities LLC acted as exclusive financial advisor to
IAC and Latham and Watkins LLP served as legal counsel to IAC. Weil, Gotshal & Manges LLP served as legal advisor to Pacific Avenue
and Moelis & Company LLC served as exclusive financial advisor to Pacific Avenue.
###
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995
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,"
"estimates," "expects," "plans," “guidance” and "believes," among others, generally
identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the anticipated timing
and completion of the proposed transaction and the expected benefits and strategic advantages of the transaction. 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 artificial intelligence (“AI”) technology and the disruption across marketing and publishing driven
by AI-enabled search features, including Google 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 visibility of our products and services in search results and related features, (v) changes in our relationship with
(or policies implemented by) Google, (vi) 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 Securities and Exchange Commission (the “SEC”),
including the most recent Annual Report on Form 10-K filed with the SEC on February 19, 2026, and subsequent reports that IAC files with
the SEC. 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 press release.
About IAC
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, public-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 comprised
of category-leading businesses People Inc. and Care.com among others and holds strategic equity positions in MGM Resorts International
and Turo Inc. IAC is headquartered in New York City.
Contact Us
IAC Investor Relations
Mark Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7251
IAC
555 West 18th Street, New York, NY
10011 (212) 314-7300 http://iac.com
