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Form 4: Final Tranche of Chelsea Clinton’s IAC RSUs Vests

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 snapshot: On 06/23/2025, IAC Inc. (ticker IAC) director Chelsea Clinton acquired 1,257 common shares when the final tranche of her three-year restricted stock unit (RSU) award vested at a cost basis of $0. After the vesting, Clinton’s aggregate holding rose to 80,466 shares, comprising 51,838 directly held shares and 28,628 deferred share units under the Non-Employee Director Deferred Compensation Plan. Table II shows the RSU balance falling to zero, confirming no remaining unvested derivative securities. The filing also notes that all share amounts were adjusted for IAC’s 03/31/2025 spin-off of Angi Inc. as a special dividend. Because the shares were received through routine equity compensation and not an open-market purchase or sale, the transaction is generally viewed as neutral from a market-signal standpoint.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU vesting adds 1,257 shares to Chelsea Clinton’s stake; no market-moving signal detected.

The filing records a standard equity-compensation event rather than discretionary buying or selling. The zero cost basis and vesting schedule confirm that the shares were earned rather than purchased, so no incremental cash view can be inferred. Post-transaction ownership of 80,466 shares is modest versus IAC’s 88 million basic share count, implying negligible dilution. There is no change in derivative exposure, and the Angi spin-off adjustment is purely mechanical. Overall, the disclosure carries low informational value for valuation or sentiment, hence a neutral rating.

TL;DR: Final RSU tranche vests; director equity alignment maintained, governance impact minimal.

From a governance lens, the vesting completes a typical three-year RSU cycle that aligns director incentives with shareholder value. The absence of sales suggests Clinton retains long exposure, but because the stake increase is tiny relative to float, voting power remains unchanged. No 10b5-1 plan was marked, indicating the shares were not transacted under a preset trading program. The filing satisfies Section 16 reporting requirements and does not present red-flag issues such as aggressive selling or option repricing. Impact on governance assessments and proxy advisory recommendations is therefore neutral.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Clinton Chelsea

(Last) (First) (Middle)
C/O IAC INC.
555 WEST 18TH STREET

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IAC Inc. [ IAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001(1) 06/23/2025 A 1,257 A $0 80,466(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(3) $0 06/23/2025 M 1,257 (3) (3) Common Stock, par value $0.0001 1,257 $0 0(4) D
Explanation of Responses:
1. Reflects shares of IAC common stock acquired upon the vesting of restricted stock units (see footnote 3 below).
2. lncludes: (i) 51,838 shares of lAC common stock held directly by the reporting person (personally or through a trust, of which the reporting person is the grantor/sellor, sole trustee and sole beneficiary) and (ii) 28,628 share units accrued under the Non-Employee Director Deferred Compensation Plan as of the date of this report.
3. Represents restricted stock units that vested/vest in equal installments on each of June 23, 2023, 2024, and 2025, subject to continued service.
4. On March 31, 2025, IAC completed the spin-off of its ownership in Angi Inc. by means of a special dividend of all of the shares of Class A Common Stock then held by IAC to holders of its common stock and Class B common stock (the "Angi Spin"). The amount of unvested restricted stock units reported on this Form 4 have been adjusted to reflect the Angi Spin.
Remarks:
/s/ Kyra Ayo Caros as Attorney-In-Fact for Chelsea Clinton 06/25/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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