PresentationEric SheridanMD & US Internet Analyst Okay. I think in the interest of time, we're going to keep moving along. I think we've got -- I don't know if we can close that. But it's my pleasure to have the team from IAC as well here at the conference this year. They've been here now for a couple of years in a row. We always appreciate when they make the time to come. Christopher Halpin, CFO. Before we get kicked off, I am going to have to read a safe harbor. So before we begin, I'd like to note that o ...

IAC (NasdaqGS:IAC) 2025 Conference September 09, 2025 01:50 PM ET Company ParticipantsChristopher Halpin - EVP, CFO & COOEric Sheridan - Managing DirectorEric SheridanI think in the interest of time, we're going to keep moving along. I think we've got, I don't know if we can close that, but it's my pleasure to have the team from IAC as well here at the conference this year. They've been here now for a couple of years in a row, and we always appreciate when they make the time to come. Chris Halpin, CFO. Befo ...

Summary of IAC FY Conference Call - August 13, 2025 Company Overview - **Company**: IAC (InterActiveCorp) - **Key Businesses**: - People Inc (formerly Dotdash Meredith) - Care.com - Vivien Health (healthcare staffing) - The Daily Beast - Search business - **Financial Position**: $900 million in cash at the parent level with no debt at the parent level, although there is debt at People Inc which was refinanced attractively in June [10][11][12] Rebranding and Digital Transition - **Rebranding**: Transition from Dotdash Meredith to People Inc aimed at simplifying the brand for better recognition and marketability [5][6][13][15] - **Digital Focus**: The company is transitioning from print to digital, with a significant reduction in print publications from 12-13 to 7 over three years. The print business is maintained for branding and cash flow purposes [18][19][20] - **Digital Revenue**: 64% of the company's digital revenue comes from owned and operated (O&O) websites, with a focus on diversifying traffic sources beyond Google [25][28] Growth and Future Opportunities - **Long-term Goals**: Targeting 10% digital growth, with potential upside through new brands and leveraging consumer data [31][33] - **Decipher Tool**: An ad targeting tool that utilizes first-party data to enhance advertising effectiveness, potentially increasing the total addressable market (TAM) for ad sales [33][82] - **Care.com Growth**: Aiming for 10-20% growth in the consumer segment by improving product offerings and marketing strategies [94][97] Advertising Market Insights - **Market Conditions**: The advertising market is described as "good, not great," with sector-specific performance. Health and pharma are solid, while CPG and food and beverage sectors are facing challenges [68][71] - **Programmatic Advertising**: Programmatic revenue accounts for about 25-30% of total digital revenue, with recent improvements noted in pricing and demand [75][77] Strategic Partnerships and Licensing - **LLM Licensing**: The company is exploring licensing deals with LLM (Large Language Model) providers, emphasizing the need for high-quality content and potential economic arrangements [39][41] - **Cloudflare Partnership**: A partnership aimed at blocking LLM crawlers, except for OpenAI, has led to increased discussions with other LLM providers about accessing content [40] Financial Management and Shareholder Value - **Share Repurchases**: The company has been cautious with share buybacks, having repurchased $200 million worth of stock earlier in the year, while also considering M&A opportunities [58][59] - **Corporate Overhead**: Targeting a reduction in corporate overhead expenses, aiming for a run rate of $80-90 million by year-end [63][65] Key Business Segments - **Vivien Health**: Positioned as a strategic asset in healthcare staffing with a marketplace model connecting nurses and healthcare systems, currently generating mid-eight figures in revenue [99][100] - **Care.com**: Focused on stabilizing and growing the consumer segment after a decline in subscribers, with a new CEO implementing product improvements [96][97] Conclusion - The company is optimistic about its future growth prospects, leveraging its strong brand portfolio and digital capabilities to navigate the evolving media landscape [36][56]

Group 1 - IAC will participate in the Oppenheimer 28th Annual Technology, Internet & Communications Conference on August 13, 2025, featuring a fireside chat with key executives [1] - Christopher Halpin, Executive Vice President, COO and CFO of IAC, and Neil Vogel, CEO of People Inc., will be the speakers at the event [1] - The fireside chat will be available for live webcast and replay on IAC's investor relations website [1] Group 2 - IAC is a company that builds and evolves businesses, guided by curiosity and a desire to innovate or acquire new products and brands [2] - The company has developed into 10 independent, publicly-traded companies and has a history of financially-disciplined opportunism [2] - IAC's current portfolio includes category-leading businesses such as People Inc. and Care.com, along with strategic equity positions in MGM Resorts International and Turo Inc. [2]

Financial Data and Key Metrics Changes - People Inc achieved a 9% digital revenue growth in Q2, up from 7% in Q1, marking a return to core sessions growth [6][9] - Consolidated IAC adjusted EBITDA increased by 15% in the quarter, with guidance for full-year EBITDA set between $247 million and $285 million [9][45] - The refinancing of $1.4 billion in debt at People Inc was completed, replacing the original acquisition capital structure with new bank debt and bonds [6] Business Line Data and Key Metrics Changes - MGM reported a 36% net revenue growth in Q2, with increased guidance for the full year to at least $2.7 billion in revenue and at least $150 million in EBITDA [8] - Care.com has seen a divergence in performance, with enterprise business growing solidly while consumer revenue has declined from pandemic highs [41][42] - Digital margins for People Inc reached just under 29% in FY 2024, with Q2 digital EBITDA flat year-over-year at $63 million despite a 9% revenue growth [37][38] Market Data and Key Metrics Changes - The percentage of traffic from Google has decreased from 52% to 28%, while non-Google search sessions have increased at a 29% CAGR [32][33] - Approximately 36% of digital revenue now comes from off-platform sources, indicating a shift in revenue generation strategies [30][31] Company Strategy and Development Direction - The rebranding to People Inc aims to reflect the company's focus on premium content created by people for people, emphasizing the importance of human expertise [11][14] - The company is actively pursuing M&A opportunities and exploring strategic divestitures to bolster cash balances [10][69] - A focus on diversifying audience sources and reducing reliance on Google traffic is central to the company's strategy, with investments in email, events, and syndication businesses [24][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving revenue goals despite challenges posed by AI and changes in Google's search algorithms [21][32] - The company anticipates continued growth in off-platform audiences and improved monetization, guiding for 7% to 9% digital revenue growth in Q3 [58] - Management acknowledged the need to optimize the matching process on Care.com to drive growth in both consumer and enterprise segments [90][91] Other Important Information - The company has maintained guidance for Care.com at $45 million to $55 million, while corporate run rate costs have been reduced to $110 million to $115 million [46] - The company is exploring new pricing and packaging strategies to better meet consumer needs in the care marketplace [90] Q&A Session Summary Question: Can you elaborate on the trajectory of sessions, including Google Search and off-platform views? - Management expects O&O sessions to be slightly down in Q3 due to tough comps but anticipates flat to slightly up growth going forward, with off-platform growth continuing [50][51] Question: Can you provide insights on the 2Q PeopleLink digital revenue? - Digital advertising grew 5% in Q2, with strong performance in performance marketing and licensing, while core sessions growth was 2% [55][56] Question: Why is the new brand name People Inc the right choice? - The name reflects the company's goal of achieving platform scale with premium branded environments, resonating well with clients and employees [64][66] Question: What is the current state of the M&A landscape? - The company is actively pursuing both small and large acquisition opportunities, focusing on creative and defensible businesses [69][70] Question: What factors need to change for Care.com to grow faster? - The company needs to drive consumer demand and improve the matching process between care seekers and providers, while expanding into senior and pet care markets [90][91]

Financial Data and Key Metrics Changes - IAC reported a 15% increase in adjusted EBITDA for the quarter, with guidance for full-year EBITDA set between $247 million and $285 million [7][44] - Digital revenue growth accelerated to 9% in Q2, up from 7% in Q1, marking a return to core sessions growth [5][45] - The refinancing of $1.4 billion in debt at People Inc. was completed, replacing the original acquisition capital structure with new bank debt and bonds at attractive pricing [5] Business Line Data and Key Metrics Changes - People Inc. achieved 9% digital revenue growth, with core sessions growth returning despite macro volatility [5] - MGM reported a 36% net revenue growth in Q2, with increased full-year revenue guidance to at least $2.7 billion [6] - Care.com is seeing promising signs of growth in engagement metrics following a product and brand revitalization [7][42] Market Data and Key Metrics Changes - The percentage of traffic from Google has decreased from 52% to 28%, while overall sessions have increased [31][27] - Off-platform views have become a significant revenue source, contributing to approximately one-third of digital revenue [28][29] - The digital margins for People Inc. reached just under 29% in FY 2024, with expectations for continued growth in adjusted EBITDA margins [36] Company Strategy and Development Direction - The rebranding to People Inc. aims to reflect the company's focus on premium content created by people for people, enhancing its market positioning [10][66] - The company is actively pursuing M&A opportunities and exploring strategic divestitures to bolster its cash balance [9][68] - A focus on diversifying audience sources and reducing reliance on Google traffic is central to the company's strategy [23][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to maintain growth despite challenges posed by AI and changes in Google’s search algorithms [77][78] - The company anticipates continued growth in off-platform audiences and improved monetization strategies [49][56] - Management remains optimistic about the long-term revenue growth target of 10% for digital revenue, driven by various initiatives [95] Other Important Information - Care.com has relaunched its platform, enhancing user experience and aiming to drive consumer engagement [41][42] - The company is focusing on optimizing its product offerings and marketing strategies to capture a larger share of the addressable market [88][90] Q&A Session Summary Question: Can you elaborate on the trajectory of sessions, including Google Search and off-platform views? - Management expects O&O sessions to be flat to slightly up in the future, with continued growth in off-platform views [48][49] Question: What are the factors affecting the 2Q PeopleLink digital revenue? - Digital advertising grew 5%, with strong performance in performance marketing and licensing, despite some challenges in core sessions [53][54] Question: What is the current penetration of Google AI reviews? - AI reviews are present in approximately 50% to 55% of searches where the company's content appears [75] Question: What is the outlook for M&A opportunities? - The company is actively evaluating both public and private opportunities, focusing on quality defensible businesses and AI applications [68][70] Question: What factors need to be addressed for Care.com to grow faster? - The company needs to improve product experience, expand pricing and packaging options, and enhance matching capabilities between care seekers and providers [88][90]

Financial Performance & Guidance - IAC's consolidated Adjusted EBITDA grew by 15% [8] - Full-year 2025 Adjusted EBITDA guidance is between $247 million and $285 million [8] - People Inc expects Q3 2025 Digital revenue growth of 7%-9% and total Adjusted EBITDA between $68 million and $73 million [54] - For FY 2025, People Inc expects Digital revenue growth between 7%-10% [54] People Inc (Formerly Dotdash Meredith) - Digital revenue growth accelerated to 9% [8] - Digital Adjusted EBITDA margin was 24% in Q2 2025 [32] - People Inc's Digital revenue for Q2 2025 was $260 million [32] - People Inc's Digital Adjusted EBITDA for Q2 2025 was $63 million [32] Care.com - Care.com's revenue for the last twelve months ending June 30, 2025, was $360 million [46] - Care.com's Adjusted EBITDA for the last twelve months ending June 30, 2025, was $46 million [46] - Care.com expects revenue declines of 4%-7% in Q3 [54]

Core Insights - IAC reported a revenue of $586.93 million for the quarter ended June 2025, marking a year-over-year decline of 38.2% and a surprise of -2.53% compared to the Zacks Consensus Estimate of $602.19 million [1] - The earnings per share (EPS) for the same period was $2.57, a significant increase from $0.01 a year ago, resulting in an EPS surprise of +956.67% against a consensus estimate of -$0.30 [1] Revenue Performance - Revenue from Emerging & Other was $15.9 million, slightly above the average estimate of $14.96 million, but represented a year-over-year decline of 85.2% [4] - Search revenue totaled $61.7 million, below the average estimate of $77.09 million, reflecting a year-over-year decrease of 39.4% [4] - Care.com revenue was reported at $82 million, closely matching the estimated $82.06 million [4] - Desktop Search revenue was $10.2 million, falling short of the average estimate of $13.11 million, with a year-over-year decline of 41.7% [4] - Ask Media Group Search revenue was $51.4 million, compared to the average estimate of $64.18 million, indicating a year-over-year change of -39% [4] - Intersegment eliminations reported $0 million, contrasting with the average estimate of -$0.29 million, representing a 100% year-over-year change [4] Adjusted EBITDA - Adjusted EBITDA for Care.com was $5.8 million, exceeding the average estimate of $4.15 million [4] - Corporate Adjusted EBITDA was reported at -$22.8 million, better than the average estimate of -$25.22 million [4] - Adjusted EBITDA for Emerging & Other was -$6.3 million, slightly better than the average estimate of -$6.93 million [4] - Search Adjusted EBITDA was $5.1 million, surpassing the average estimate of $4.54 million [4] Stock Performance - IAC shares returned +0.1% over the past month, while the Zacks S&P 500 composite increased by +0.6% [3] - The stock currently holds a Zacks Rank 4 (Sell), suggesting potential underperformance relative to the broader market in the near term [3]

Group 1: Earnings Performance - IAC reported quarterly earnings of $2.57 per share, significantly beating the Zacks Consensus Estimate of a loss of $0.3 per share, representing an earnings surprise of +956.67% [1] - The company posted revenues of $586.93 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 2.53%, and down from $949.53 million year-over-year [2] Group 2: Market Performance - IAC shares have declined approximately 10% since the beginning of the year, contrasting with the S&P 500's gain of 6.1% [3] - The current Zacks Rank for IAC is 4 (Sell), indicating expectations of underperformance in the near future [6] Group 3: Future Outlook - The consensus EPS estimate for the upcoming quarter is breakeven on revenues of $615.9 million, while for the current fiscal year, it is -$2.47 on revenues of $2.48 billion [7] - The outlook for the industry, specifically the Diversified Operations sector, is currently in the top 21% of Zacks industries, suggesting potential positive impacts on stock performance [8]

PART I. FINANCIAL INFORMATION This section presents IAC Inc.'s unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Consolidated Financial Statements](index=3&type=page&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents IAC Inc.'s unaudited consolidated financial statements, including the balance sheet, statement of operations, comprehensive operations, shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instruments, debt, segment information, income taxes, and discontinued operations [Consolidated Balance Sheet](index=3&type=section&id=Consolidated%20Balance%20Sheet) This statement provides a snapshot of the company's assets, liabilities, and shareholders' equity at specific points in time Balance Sheet Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Total Assets | $7,360,395 | $9,688,644 | | Total Liabilities | $2,417,883 | $3,384,500 | | Total Shareholders' Equity | $4,937,503 | $6,278,973 | - **Total assets** **decreased** by approximately **$2.3 billion**, and **total liabilities** **decreased** by approximately **$966 million** from December 31, 2024, to June 30, 2025. **Total shareholders' equity** also **decreased** by approximately **$1.3 billion**[10](index=10&type=chunk) [Consolidated Statement of Operations](index=4&type=section&id=Consolidated%20Statement%20of%20Operations) This statement details the company's revenues, expenses, and net earnings or losses over specific reporting periods Statement of Operations Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $586,928 | $634,393 | $1,157,417 | $1,258,683 | | Operating income (loss) | $575 | $(21,489) | $36,351 | $(84,910) | | Net earnings (loss) attributable to IAC shareholders | $211,452 | $(142,232) | $(5,353) | $(97,201) |\n| Basic earnings (loss) per share | $2.64 | $(1.71) | $(0.07) | $(1.17) |\n| Diluted earnings (loss) per share | $2.57 | $(1.71) | $(0.07) | $(1.17) | - **Revenue** **decreased** by **7%** for the three months ended June 30, 2025, and by **8%** for the six months ended June 30, 2025, compared to the prior year periods. The company reported a **significant turnaround** in **net earnings attributable to IAC shareholders**, moving from a **loss** of **$(142,232) thousand** in Q2 2024 to a **gain** of **$211,452 thousand** in Q2 2025[12](index=12&type=chunk) [Consolidated Statement of Comprehensive Operations](index=5&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Operations) This statement presents net earnings alongside other comprehensive income or loss components, reflecting total non-owner changes in equity Statement of Comprehensive Operations Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net earnings (loss) | $210,633 | $(141,467) | $(3,935) | $(96,495) | | Total other comprehensive (loss) income, net of income taxes | $(109) | $377 | $1,105 | $4,270 | | Comprehensive income (loss) attributable to IAC shareholders | $211,343 | $(141,814) | $(4,681) | $(92,736) | - **Comprehensive income attributable to IAC shareholders** **significantly improved** from a **loss** of **$(141,814) thousand** in Q2 2024 to an **income** of **$211,343 thousand** in Q2 2025[14](index=14&type=chunk) [Consolidated Statement of Shareholders' Equity](index=6&type=section&id=Consolidated%20Statement%20of%20Shareholders%27%20Equity) This statement outlines the changes in each component of shareholders' equity, including common stock, retained earnings, and other comprehensive income Shareholders' Equity Summary | Metric | Balance at December 31, 2024 (in thousands) | Balance at June 30, 2025 (in thousands) | | :----------------------------------- | :---------------------------------------- | :-------------------------------------- | | Total IAC shareholders' equity | $5,577,898 | $4,911,092 | | Noncontrolling interests | $701,075 | $26,411 | | Total shareholders' equity | $6,278,973 | $4,937,503 | - **Total IAC shareholders' equity** **decreased** by **$666.8 million** from December 31, 2024, to June 30, 2025. **Noncontrolling interests** saw a **substantial decrease** of **$674.6 million**, primarily **due to** the **Angi Inc. spin-off**[10](index=10&type=chunk)[17](index=17&type=chunk)[28](index=28&type=chunk) [Consolidated Statement of Cash Flows](index=8&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement categorizes cash inflows and outflows from operating, investing, and financing activities, showing changes in liquidity Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Operating activities attributable to continuing operations | $(2,691) | $60,155 | | Investing activities attributable to continuing operations | $(374,421) | $244,038 | | Financing activities attributable to continuing operations | $(298,694) | $(24,098) | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(703,796) | $319,760 | - **Net cash from operating activities** for continuing operations **shifted from** a **positive** **$60.2 million** in H1 2024 **to a negative** **$(2.7) million** in H1 2025. **Investing activities** saw a **significant outflow** of **$(374.4) million** in H1 2025, primarily **due to** the **Angi Inc. spin-off cash distribution**, **compared to** an **inflow** of **$244.0 million** in H1 2024. **Financing activities** also **resulted in a larger cash outflow** of **$(298.7) million** in H1 2025, **mainly due to principal payments** on Term Loans and **treasury stock repurchases**[23](index=23&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) [Note 1—The Company and Summary of Significant Accounting Policies](index=9&type=section&id=Note%201%E2%80%94The%20Company%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note describes IAC Inc.'s business, recent corporate changes like the Angi spin-off, and the key accounting principles applied in its financial statements - **IAC Inc.** is comprised of category-leading businesses like **People Inc.** (formerly Dotdash Meredith Inc.) and **Care.com**, and holds strategic equity positions in **MGM Resorts International** and **Turo Inc.**[27](index=27&type=chunk)[155](index=155&type=chunk) - On March 31, 2025, **IAC** completed the **spin-off of Angi Inc.**, making **Angi** an **independent public company**. **Angi's operations** are now presented as **discontinued operations** in **IAC's** consolidated financial statements for periods prior to the **spin-off**[28](index=28&type=chunk)[157](index=157&type=chunk) - **Revenue from Google** represented **16%** of **total revenue** for both the three and six months ended June 30, 2025, **down from** **20%** in the prior year periods. The **Services Agreement with Google** was extended to March 31, 2026, with **potential impacts on Search revenue** **due to changes in economic terms** effective April 1, 2025[44](index=44&type=chunk)[45](index=45&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) Deferred Revenue | Deferred Revenue | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Balance at January 1 | $56,633 | $93,683 | | Balance at June 30 | $65,074 | $69,433 | [Note 2—Financial Instruments and Fair Value Measurements](index=12&type=section&id=Note%202%E2%80%94Financial%20Instruments%20and%20Fair%20Value%20Measurements) This note details the company's financial instruments, including investments in MGM and Turo, and their fair value measurement and related impacts Investment in MGM Resorts International | Investment in MGM | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Carrying Value | $2,225,844 | $2,242,672 | - **IAC** owns **23.8%** of **MGM Resorts International** common shares and accounts for this investment using the fair value option. For the three months ended June 30, 2025, the Company recorded an **unrealized pre-tax gain** of **$307.4 million** on its **MGM investment**, **compared to** a **loss** of **$179.3 million** in the prior year period. The **cumulative unrealized net pre-tax gain** through June 30, 2025, is **$962.0 million**[52](index=52&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) Long-term Investments | Long-term Investments | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Equity securities without readily determinable fair values | $409,574 | $438,534 | - The Company **net settled its Turo warrant** on July 23, 2024, for **4.5 million shares** of Series E-2 preferred stock, reclassifying its fair value of **$70.0 million** to **equity securities without readily determinable fair values**[63](index=63&type=chunk) [Note 3—Long-term Debt](index=16&type=section&id=Note%203%E2%80%94Long-term%20Debt) This note provides information on the company's long-term debt, including refinancing activities, interest rates, and compliance with debt covenants Long-term Debt Breakdown | Debt Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Term Loan A-1 due May 14, 2030 | $350,000 | — | | Term Loan B-2 due June 16, 2032 | $700,000 | — | | 7.625% Senior Secured Notes due June 15, 2032 | $400,000 | — | | Term Loan A due December 1, 2026 | — | $297,500 | | Term Loan B-1 due December 1, 2028 | — | $1,182,500 | | Total long-term debt | $1,450,000 | $1,480,000 | - **People Inc.** completed a **debt refinancing** in Q2 2025, replacing existing Term Loans with new Term Loan A-1 (**$350M**), Term Loan B-2 (**$700M**), and **7.625% Senior Secured Notes** (**$400M**), extending maturity dates and **resulting in a net debt decrease** of **$21.3 million**. The **refinancing** also included a new **$150 million revolving credit facility**[69](index=69&type=chunk)[170](index=170&type=chunk)[237](index=237&type=chunk) - **People Inc.** maintains **interest rate swaps** with a notional amount of **$350 million** to hedge a portion of its variable-rate Term Loan B-2, synthetically converting it to a **fixed rate** of approximately **7.32%** until April 1, 2027[81](index=81&type=chunk)[253](index=253&type=chunk) - The governing agreements require **People Inc.** to maintain a **consolidated net leverage ratio** of **no greater than 5.5 to 1.0**, and its **ratio was less than 4.0 to 1.0** as of June 30, 2025. **IAC contributed** **$80 million** to **People Inc.** in June 2025, which was subsequently **distributed** to **IAC** in July 2025, **improving People Inc.'s leverage ratio** and **reducing interest rates**[73](index=73&type=chunk)[74](index=74&type=chunk)[247](index=247&type=chunk) [Note 4—Accumulated Other Comprehensive Loss](index=19&type=section&id=Note%204%E2%80%94Accumulated%20Other%20Comprehensive%20Loss) This note presents the components of accumulated other comprehensive income or loss, such as foreign currency translation adjustments and unrealized gains or losses on derivatives Accumulated Other Comprehensive Loss Components | Component | Balance at January 1, 2025 (in thousands) | Balance at June 30, 2025 (in thousands) | | :----------------------------------- | :---------------------------------------- | :-------------------------------------- | | Foreign Currency Translation Adjustment | $(12,703) | $(9,799) | | Unrealized Gains (Losses) On Interest Rate Swaps | $1,307 | $(1,303) |\n| Total Accumulated Other Comprehensive (Loss) Income | $(11,396) | $(11,102) | - **Accumulated other comprehensive loss** slightly **decreased** from **$(11,396) thousand** at January 1, 2025, to **$(11,102) thousand** at June 30, 2025. This change was primarily **driven by** a **positive foreign currency translation adjustment**, partially **offset by unrealized losses on interest rate swaps**[86](index=86&type=chunk) [Note 5—Segment Information](index=20&type=section&id=Note%205%E2%80%94Segment%20Information) This note disaggregates the company's financial performance by its operating segments, including People Inc., Care.com, and Search Revenue by Segment | Segment | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | People Inc. Total | $427,370 | $425,161 | $820,441 | $815,701 | | Care.com | $82,020 | $87,650 | $170,872 | $180,177 | | Search | $61,690 | $101,756 | $132,019 | $210,229 | | Emerging & Other | $15,877 | $19,886 | $34,164 | $53,900 | | Total Revenue | $586,928 | $634,393 | $1,157,417 | $1,258,683 | Adjusted EBITDA by Segment | Segment Adjusted EBITDA | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | People Inc. Total | $69,621 | $66,424 | $149,912 | $96,666 | | Care.com | $5,839 | $2,695 | $20,333 | $19,128 | | Search | $5,101 | $4,645 | $8,110 | $9,022 | | Emerging & Other | $(6,338) | $(6,507) | $(10,856) | $(27,146) | | Total Segment Adjusted EBITDA | $74,223 | $67,257 | $167,499 | $97,670 | - **People Inc. revenue increased** **1%** for both the three and six months ended June 30, 2025, **driven by Digital growth** (**9%** and **8%** respectively) **offsetting Print declines** (**9%** and **8%** respectively). **Search revenue decreased significantly** by **39%** and **37%** for the three and six months, respectively, **due to** channel mix and **reduced marketing through affiliate partners**[92](index=92&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) - **Total Segment Adjusted EBITDA increased** by **15%** for the three months and **103%** for the six months ended June 30, 2025, primarily **due to People Inc.'s improved performance**, **including** a **$36.2 million gain from a lease termination**[98](index=98&type=chunk)[199](index=199&type=chunk) [Note 6—Pension and Post-retirement Benefit Plans](index=26&type=section&id=Note%206%E2%80%94Pension%20and%20Post-retirement%20Benefit%20Plans) This note outlines the net periodic benefit costs and obligations associated with the company's pension and post-retirement benefit plans Net Periodic Benefit Cost (Credit) | Net Periodic Benefit Cost (Credit) | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Pension Domestic | $77 | $(596) | $114 | $(643) | | Pension International | $12 | $(1) | $24 | $(1) | | Post-Retirement Domestic | $53 | $52 | $106 | $103 | - **Net periodic benefit cost** for domestic pension plans **shifted from** a credit of **$(596) thousand** in Q2 2024 **to a cost of** **$77 thousand** in Q2 2025, and **from** a credit of **$(643) thousand** in H1 2024 **to a cost of** **$114 thousand** in H1 2025[105](index=105&type=chunk) [Note 7—Income Taxes](index=26&type=section&id=Note%207%E2%80%94Income%20Taxes) This note details the company's income tax provision or benefit, effective tax rates, and unrecognized tax benefits Income Tax Metrics | Income Tax Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax (provision) benefit | $(63,040) thousand | $40,432 thousand | $16,194 thousand | $(6,095) thousand | | Effective income tax rate | 23% | 22% | 46% | N/A (provision despite loss) | - For Q2 2025, the Company recorded an **income tax provision** of **$63.0 million** (**23% effective rate**), **higher than** the statutory rate **due to deferred tax adjustments**, state taxes, and **research credits**. For H1 2025, an **income tax benefit** of **$16.2 million** (**46% effective rate**) was recorded, **influenced by nontaxable stock-based compensation expense reversal due to** the former CEO's **restricted stock award forfeiture**[109](index=109&type=chunk)[207](index=207&type=chunk)[209](index=209&type=chunk) - **Unrecognized tax benefits**, **including** interest and penalties, **increased to** **$15.9 million** at June 30, 2025, **from** **$14.6 million** at December 31, 2024, primarily **due to research credits**. The Company **expects a potential decrease** of **$0.3 million** by June 30, 2026, **from** settlements and statute expirations[113](index=113&type=chunk) [Note 8—Earnings (Loss) Per Share](index=28&type=section&id=Note%208%E2%80%94Earnings%20%28Loss%29%20Per%20Share) This note explains the calculation of basic and diluted earnings per share, including factors affecting share count and net earnings Earnings (Loss) Per Share | EPS Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $2.64 | $(1.71) | $(0.07) | $(1.17) | | Diluted EPS | $2.57 | $(1.71) | $(0.07) | $(1.17) | - **Basic and diluted EPS significantly improved from losses** in Q2 2024 **to positive earnings** in Q2 2025. The calculation of EPS for 2025 was **impacted by** the **forfeiture of the former CEO's restricted stock award** on January 13, 2025, which was a **participating security**[117](index=117&type=chunk)[122](index=122&type=chunk)[124](index=124&type=chunk) [Note 9—Financial Statement Details](index=31&type=section&id=Note%209%E2%80%94Financial%20Statement%20Details) This note provides additional disaggregated information for various balance sheet and income statement line items, such as cash and other income Cash & Equivalents | Cash & Equivalents | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $1,093,866 | $1,381,736 | | Total cash and cash equivalents and restricted cash | $1,103,459 | $1,807,255 | - **Total cash and cash equivalents and restricted cash decreased** by **$703.8 million** from December 31, 2024, to June 30, 2025[127](index=127&type=chunk) Allowance for Credit Losses | Allowance for Credit Losses | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Balance at January 1 | $7,409 | $7,695 | | Balance at June 30 | $6,745 | $6,243 | Other Income, Net | Other Income, Net | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Interest income | $11,270 | $16,962 | $25,734 | $33,850 | | Net (downward) upward adjustments to equity securities and net gain (loss) on sales of investments and businesses | $(11,219) | $2,262 | $(18,845) | $28,203 | | Unrealized increase in the estimated fair value of a warrant | — | $30,624 | — | $20,393 | | Total Other income, net | $2,828 | $50,123 | $10,516 | $80,444 | [Note 10—Contingencies](index=33&type=section&id=Note%2010%E2%80%94Contingencies) This note describes the company's exposure to various legal proceedings and contingent liabilities, and management's assessment of their potential impact - The Company is subject to various **lawsuits and contingent matters** in the ordinary course of business. Accruals are established when an **unfavorable outcome is probable and estimable**. Management believes current claims will **not materially impact liquidity, results, or financial condition**, but acknowledges **inherent uncertainties**[132](index=132&type=chunk) [Note 11—Related Party Transactions](index=33&type=section&id=Note%2011%E2%80%94Related%20Party%20Transactions) This note discloses transactions and relationships with entities considered related parties, including Angi, Vimeo, and Expedia Group - Following the **Angi spin-off** on March 31, 2025, **Angi is no longer considered a related party**, though certain **pre-existing agreements** (e.g., services agreement, employee matters agreement) **survive the Distribution**[137](index=137&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - **IAC** and **Vimeo Inc.** remain **related parties** **due to common beneficial ownership** by Mr. Diller, with certain **separation and commercial agreements** still in effect[142](index=142&type=chunk) - **IAC** and **Expedia Group** are **related parties** **due to** Mr. Diller's role as Chairman and Senior Executive for both. They **share ownership and costs** for two aircraft and have a five-year **lease agreement** for office space in **IAC's** New York City headquarters, with payments **not material** for the reported periods[144](index=144&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) [Note 12—Discontinued Operations](index=35&type=section&id=Note%2012%E2%80%94Discontinued%20Operations) This note presents the financial results and related information for business segments that have been divested or spun off, such as Angi Inc - **Angi Inc.** is presented as **discontinued operations** in **IAC's** consolidated financial statements for all periods prior to its **spin-off** on March 31, 2025. The Company does **not expect significant cash flows from discontinued operations post-Distribution**[150](index=150&type=chunk)[236](index=236&type=chunk) Discontinued Operations Financials | Metric | January 1 through March 31, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $245,913 | $315,134 | $620,524 | | Operating income from discontinued operations | $20,358 | $9,490 | $13,733 | | Earnings (loss) from discontinued operations, net of tax | $15,313 | $3,225 | $(1,247) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=page&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on IAC's financial performance, condition, and liquidity for the three and six months ended June 30, 2025, compared to the prior year. It details revenue and expense trends across segments, discusses the Angi spin-off, and outlines the company's financial position, cash flows, debt, and capital resources [General](index=38&type=section&id=GENERAL) This section provides an overview of recent corporate developments, including rebranding, spin-offs, and key agreements impacting the company's operations - **Dotdash Meredith Inc.** was **rebranded 'People Inc.'** on July 31, 2025, and is a **key component** of **IAC's** category-leading businesses, alongside **Care.com** and **strategic equity positions** in **MGM** and **Turo**[155](index=155&type=chunk) - The **spin-off of Angi Inc.** was completed on March 31, 2025, making **Angi** an **independent public company** and **reclassifying its operations as discontinued** in **IAC's** financial statements prior to that date[157](index=157&type=chunk) - The **Services Agreement with Google** was **amended and extended** to March 31, 2026, with **potential impacts on Search revenue due to changes in economic terms** effective April 1, 2025[168](index=168&type=chunk)[169](index=169&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024](index=43&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024) This section analyzes the company's revenue and expense trends across its segments for the current and prior year periods, highlighting key performance drivers Revenue Performance by Segment | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change (QoQ) | H1 2025 (in thousands) | H1 2024 (in thousands) | % Change (YoY) | | :----------------------------------- | :--------------------- | :--------------------- | :------------- | :--------------------- | :--------------------- | :------------- | | Total Revenue | $586,928 | $634,393 | (7)% | $1,157,417 | $1,258,683 | (8)% | | People Inc. Revenue | $427,370 | $425,161 | 1% | $820,441 | $815,701 | 1% | | Care.com Revenue | $82,020 | $87,650 | (6)% | $170,872 | $180,177 | (5)% | | Search Revenue | $61,690 | $101,756 | (39)% | $132,019 | $210,229 | (37)% | | Emerging & Other Revenue | $15,877 | $19,886 | (20)% | $34,164 | $53,900 | (37)% | - **People Inc. Digital revenue increased** by **9%** in Q2 2025 and **8%** in H1 2025, **driven by advertising, performance marketing, and licensing revenue**, **including** contributions from the **OpenAI Partnership**. **Print revenue declined** by **9%** in Q2 2025 and **8%** in H1 2025 **due to portfolio optimization** and **audience migration to digital**[172](index=172&type=chunk)[174](index=174&type=chunk) - **Search revenue decreased significantly due to reduced traffic acquisition costs** and **lower revenue from affiliate partners**, as well as a **decline in search queries from legacy business-to-business operations**[172](index=172&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) Operating Expenses | Expense Category | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change (QoQ) | H1 2025 (in thousands) | H1 2024 (in thousands) | % Change (YoY) | | :----------------------------------- | :--------------------- | :--------------------- | :------------- | :--------------------- | :--------------------- | :------------- | | Cost of revenue | $201,971 | $253,351 | (20)% | $407,254 | $512,818 | (21)% | | Selling and marketing expense | $185,825 | $177,311 | 5% | $366,739 | $365,388 | 0% | | General and administrative expense | $117,343 | $126,006 | (7)% | $180,167 | $253,478 | (29)% | | Product development expense | $49,826 | $53,380 | (7)% | $100,039 | $116,623 | (14)% | | Depreciation | $7,980 | $9,124 | (13)% | $19,926 | $21,848 | (9)% | | Amortization of intangibles | $23,408 | $36,710 | (36)% | $46,941 | $73,438 | (36)% | - **Operating income significantly improved from a loss** of **$(21.5) million** in Q2 2024 **to an income** of **$0.6 million** in Q2 2025, and **from a loss** of **$(84.9) million** in H1 2024 **to an income** of **$36.4 million** in H1 2025. This was **driven by decreases in amortization of intangibles, depreciation, and stock-based compensation expense**, **along with** an **increase in Adjusted EBITDA**[192](index=192&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) Adjusted EBITDA Performance | Adjusted EBITDA | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change (QoQ) | H1 2025 (in thousands) | H1 2024 (in thousands) | % Change (YoY) | | :----------------------------------- | :--------------------- | :--------------------- | :------------- | :--------------------- | :--------------------- | :------------- | | Total Segment Adjusted EBITDA | $74,223 | $67,257 | 15% | $167,499 | $97,670 | 71% | | Corporate Adjusted EBITDA loss | $(22,785) | $(22,485) | (1)% | $(65,206) | $(47,357) | (38)% | | Total Adjusted EBITDA | $51,438 | $44,772 | 15% | $102,293 | $50,313 | 103% | - **Total Adjusted EBITDA increased** by **15%** in Q2 2025 and **103%** in H1 2025, primarily **due to People Inc.'s improved performance**, **including** a **$36.2 million gain from a lease termination**, and **Care.com's increased Adjusted EBITDA due to lower legal accruals**[199](index=199&type=chunk) - **Interest expense increased** in Q2 2025 **due to** an **$8.5 million extinguishment loss from debt refinancing** and **interest on new 2032 Notes**, partially **offset by lower interest rates and debt outstanding**. For H1 2025, **interest expense decreased due to lower rates and debt**, **despite** the **extinguishment loss**[201](index=201&type=chunk)[202](index=202&type=chunk) - The Company recorded a **significant unrealized pre-tax gain** of **$307.4 million** on its **MGM investment** in Q2 2025, a **substantial improvement from a loss** of **$179.3 million** in Q2 2024[203](index=203&type=chunk) [Principles of Financial Reporting](index=56&type=section&id=PRINCIPLES%20OF%20FINANCIAL%20REPORTING) This section explains the non-GAAP financial measures used by management, such as Adjusted EBITDA, and their reconciliation to GAAP results - **Adjusted EBITDA** is a **non-GAAP financial measure** used as the **primary segment measure of profitability**, **excluding stock-based compensation, depreciation, and acquisition-related items** (**amortization of intangibles, goodwill/intangible asset impairments, and contingent consideration fair value changes**)[215](index=215&type=chunk)[216](index=216&type=chunk) - The Company provides **Adjusted EBITDA** to offer investors the same tools used internally for performance analysis, emphasizing that it should be considered **supplementary to GAAP results**[215](index=215&type=chunk) [Financial Position, Liquidity and Capital Resources](index=61&type=section&id=FINANCIAL%20POSITION%2C%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's financial health, including cash position, debt levels, cash flow activities, and capital allocation strategies Cash & Debt Position | Cash & Debt | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | | Total cash and cash equivalents | $1,093,866 | $1,381,736 | | Total long-term debt | $1,450,000 | $1,480,000 | - The Company's **consolidated cash and cash equivalents decreased to** **$1.1 billion** at June 30, 2025, **from** **$1.38 billion** at December 31, 2024. **People Inc.** holds **$262.7 million** of this cash, which **IAC may not freely access due to debt covenants**[228](index=228&type=chunk)[246](index=246&type=chunk) - **Net cash used in operating activities attributable to continuing operations** was **$(2.7) million** for H1 2025, a **decrease from $60.2 million provided** in H1 2024, primarily **due to changes in working capital and non-cash adjustments**[229](index=229&type=chunk)[230](index=230&type=chunk) - **Investing activities for continuing operations resulted in a net cash outflow** of **$(374.4) million** in H1 2025, **largely due to a $386.6 million cash distribution related to the Angi spin-off**. **Financing activities used** **$(298.7) million**, **including $1.4 billion in Term Loan principal payments** and **$200.0 million for treasury stock repurchases**[231](index=231&type=chunk)[232](index=232&type=chunk) - **IAC repurchased 4.5 million shares of common stock** for **$200.0 million** in H1 2025, with **9.2 million shares remaining under the 2025 Share Authorization** as of August 1, 2025[241](index=241&type=chunk) - The Company **expects 2025 capital expenditures to increase** by **30% to 40%** **compared to $15.0 million** in 2024, **mainly due to capitalized software at People Inc.**[244](index=244&type=chunk) - Management believes **existing cash, cash equivalents, and expected positive cash flows will be sufficient to fund operating requirements for the foreseeable future**, but **may need additional financing for acquisitions or to refinance existing capital**[249](index=249&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=63&type=page&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the Company's exposure to market risks, specifically equity price risk related to its investment in MGM Resorts International and interest rate risk associated with its variable-rate long-term debt - **IAC's investment in MGM Resorts International** (**23.8% ownership**, **$2.2 billion carrying value** at June 30, 2025) **exposes it to equity price risk**. A **$2.00 change** in **MGM's** share price **would result in a $129.4 million unrealized gain or loss**[250](index=250&type=chunk)[251](index=251&type=chunk) - The Company's **$1.05 billion variable-rate Term Loans** (part of **People Inc.'s $1.45 billion debt**) **expose it to interest rate risk**. **Interest rate swaps hedge $350 million** of this debt to a **fixed rate**. A **100 basis point change in SOFR would impact annual interest expense** by **$7.0 million**, **net of the swap's effect**[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) [Item 4. Controls and Procedures](index=64&type=page&id=Item%204.%20Controls%20and%20Procedures) Management, including the Chairman and Senior Executive and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures, concluding they were effective as of June 30, 2025. No material changes to internal control over financial reporting occurred during the quarter - The Company's **disclosure controls and procedures were deemed effective as of June 30, 2025**, following an **evaluation by management**, **including** the **Chairman and Senior Executive and CFO**[255](index=255&type=chunk) - **No material changes to the Company's internal control over financial reporting** occurred during the quarter ended June 30, 2025[256](index=256&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and internal controls, providing additional context to the financial statements [Item 1. Legal Proceedings](index=65&type=page&id=Item%201.%20Legal%20Proceedings) This section details ongoing shareholder litigation related to the 2020 MTCH Separation, which was remanded to the Chancery Court under an 'entire fairness' review standard. A settlement in principle for $30 million has been reached, with most covered by insurers, and is awaiting court approval - **Shareholder litigation** challenging the **2020 MTCH Separation** was **remanded to the Delaware Chancery Court** for review under the **'entire fairness' standard**[264](index=264&type=chunk) - A **settlement in principle has been reached**, with **$30 million to be paid to the plaintiff class**. Approximately **$29.8 million will be covered by defendants' insurers**, and **IAC** will pay approximately **$0.2 million**. A hearing for court approval is scheduled for September 17, 2025[266](index=266&type=chunk) [Item 1A. Risk Factors](index=66&type=page&id=Item%201A.%20Risk%20Factors) This section provides a cautionary statement regarding forward-looking information and confirms that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - **No material changes to the risk factors** disclosed in the **Annual Report on Form 10-K** for the year ended December 31, 2024, have occurred[270](index=270&type=chunk) - **Forward-looking statements are subject to various risks**, **including market conditions, Google policy changes, AI technology disruption, liquidity, and debt covenants**[268](index=268&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=page&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that the Company did not engage in any unregistered sales of equity securities during the quarter ended June 30, 2025. It also details share repurchase activity, with 563,807 shares bought back in April 2025 at an average price of $36.55 per share - The Company **did not issue or sell any shares** of its **common stock or other equity securities through unregistered transactions** during Q2 2025[271](index=271&type=chunk) Share Repurchase Activity | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :----------------------------------- | :----------------------------- | :--------------------------- | | April 2025 | 563,807 | $36.55 | | May 2025 | — | — | | June 2025 | — | — | | Total | 563,807 | $36.55 | - As of August 1, 2025, **IAC** has **9.2 million shares remaining under its 2025 Share Authorization**[241](index=241&type=chunk) [Item 5. Other Information](index=69&type=page&id=Item%205.%20Other%20Information) This section states that no directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - **No directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements** during the quarter ended June 30, 2025[274](index=274&type=chunk) [Item 6. Exhibits](index=69&type=page&id=Item%206.%20Exhibits) This section lists all documents filed as exhibits to the Form 10-Q, including the Restated Certificate of Incorporation, Indenture, and amendments to the Credit Agreement, along with certifications [Signatures](index=73&type=page&id=Signatures) This section contains the official certifications and signatures required for the submission of the Form 10-Q