PPLI 10-K & 10-Q changes, risk factors and insider trading
People Inc · Nasdaq · Services-Computer Programming, Data Processing, Etc. · CIK 1800227 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We rely on search engines to attract users to our various properties. If our products and services are not presented, referenced, or otherwise discoverable within these environments, traffic and engagement with our properties could decline, which could adversely affect our business.”
New heading “Advances in AI and other digital technologies are changing the way people access and consume information, which could adversely affect traffic to our businesses, the effectiveness of our marketing and advertising offerings, and our results of operations.”
New heading “Our success depends, in part, on the ability of our Digital business to successfully expand the audience of its portfolio of publishing brands.”
New heading “Our success depends on our ability to develop, market, distribute, and monetize our products and services across mobile and other digital platforms, and on our relationships with third-party platforms over which we have limited control.”
New heading “Our Print business is experiencing ongoing revenue decline and faces structural, cost, and operational challenges that could adversely affect our results of operations.”
New heading “Our success depends, in part, on the ability of Care.com to establish and maintain relationships with quality and trustworthy caregivers.”
New heading “Risks Relating to IAC Securities”
New heading “The market price and trading volume of IAC common stock may be volatile, and investors may experience losses.”
New heading “If securities or industry analysts do not continue to publish research or publish unfavorable research about IAC, the market price and trading volume of IAC common stock could decline.”
New heading “Our strategic initiatives may not be successful.”
Removed heading “We rely on search engines to drive traffic to our various properties. Certain search engine operators offer products and services that compete directly with our products and services. If links to websites offering our products and services are not displayed prominently in search results, traffic to our properties could decline and our business could be adversely affected.”
Removed heading “Changes in the usage and functioning of search engines related to GAI technology, related disruption to marketing technologies and platforms and use of our content by GAI chatbots could adversely impact our business, financial condition and results of operations.”
Removed heading “Our success depends, in part, on our continued ability to develop and monetize versions of our products and services for mobile and other digital devices.”
Removed heading “Our success depends, in part, on the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands.”
Removed heading “Our success depends, in substantial part, on our continued ability to market, distribute and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms.”
Removed heading “Revenue from our Print business is declining.”
Removed heading “Increases in paper and postage prices are difficult to predict and control.”
Removed heading “We rely on a single supplier to print our magazines and primarily rely on two wholesalers to distribute our magazines through newsstands.”
Removed heading “Our success depends, in part, on the ability of Angi and Care.com to establish and maintain relationships with quality and trustworthy professionals and caregivers.”
Removed heading “Our success depends, in part, on the ability of Angi to balance their various offerings to professionals across the Angi platforms.”
Removed heading “Changes to certain requirements applicable to certain communications with consumers may adversely impact the ability of our Angi businesses to generate leads for professionals.”
Removed heading “Angi may not be able to engage in desirable capital-raising or strategic transactions following the Distribution due to restrictions under its tax sharing agreement with IAC.”
Removed heading “The Distribution is subject to certain closing conditions that, if not satisfied or waived, will result in the Distribution not being completed. If the Distribution is not completed, the market price of IAC and Angi securities may decline.”
Removed heading “Risks Relating to IAC and Angi Securities Following the Distribution”
Removed heading “The aggregate value of the IAC and Angi securities that current holders of IAC capital stock will hold after the Distribution could be less than the value of the IAC securities they held before the Distribution.”
Removed heading “The market price and trading volume of IAC common stock and/or Angi Class A common stock could be volatile and face negative pressure.”
Removed heading “Substantial sales of IAC common stock following the Distribution, or the perception that such sales might occur, could depress the market price of IAC common stock, which is already expected to be lower than the pre-Distribution market price of IAC common stock due to IAC no longer having any ownership interest in Angi.”
Removed heading “Substantial sales of Angi Class A common stock following the Distribution, or the perception that such sales might occur, could depress the market price of Angi Class A common stock.”
Removed heading “After the Distribution, financial institutions may remove IAC common stock from investment indices and Angi Class A common stock may not qualify for those investment indices. In addition, IAC common stock and/or Angi Class A common stock may fail to meet the investment guidelines of institutional investors. In either case, these factors may negatively impact the price of IAC common stock and/or Angi Class A common stock and may impair the ability of IAC and/or Angi to raise capital through the sale of securities.”
Removed heading “If securities or industry analysts do not publish research or publish unfavorable research about IAC or Angi, the applicable company’s stock price and trading volume could decline.”
Largest changes
“Any cybersecurity incident or other similar event that we experience could damage our systems, technology and infrastructure or those of our users, prevent us from providing our products and services, compromise the integrity of our products and services, damage our reputation, erode our brands or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines or litigation that could result in liability to third parties. …”see in full comparison
“A significant portion of our consolidated revenue is attributable to digital and other advertising, primarily revenue from the businesses within our Dotdash Meredith and Search segments. Accordingly, events and trends that put economic pressure on advertisers and consumers could continue to result in decreased advertising expenditures and related revenues generally, which would continue to adversely affect our business, financial condition and results of operations. …”see in full comparison
“A significant portion of our consolidated revenue is attributable to digital and other advertising, primarily revenue from the businesses within our People Inc., Search and The Daily Beast segments. Accordingly, events and trends that put economic pressure on advertisers and consumers could continue to result in decreased advertising expenditures and related revenues generally, which would continue to adversely affect our business, financial condition and results of operations. …”see in full comparison
“Events and trends that result in decreased levels of consumer confidence and discretionary spending (for example, a general economic downturn, recessionary concerns, high interest rates and increased inflation, as well as any sudden disruption in business conditions) could adversely affect our business, financial condition and results of operations. …”see in full comparison
“Despite these efforts, we may experience significant or material cybersecurity incidents in the future. Any such incident could damage our systems, technology, or infrastructure, disrupt our ability to provide products and services, compromise data integrity, harm our reputation or brands, or be costly to remediate, and could subject us to regulatory investigations, enforcement actions, litigation, or liability to third parties.”see in full comparison
“Events and trends that result in decreased levels of consumer confidence or spending, including a general economic downturn, recessionary concerns, reduced household disposable income, high or volatile interest rates, increased inflation, tightening credit conditions, labor market disruptions, or any sudden or sustained disruption in business conditions, could adversely affect our business, financial condition, and results of operations.”see in full comparison
Full comparison: every changed paragraph (220)
•We rely on search engines to attract users to our various properties.
•Advances in AI and other digital technologies are changing the way people access and consume information.
•Advertising revenue represents a significant portion of our consolidated revenue.
•Our success depends, in part, on the ability of our Digital business to successfully expand the audience of its portfolio of publishing brands.
•We rely on search engines to drive traffic to our various properties.
•Changes in the usage and functioning of search engines related to GAI technology, related disruption to marketing technologies and platforms and use of our content by GAI chatbots could adversely impact our business, financial condition and results of operations.
•Our success depends, in part, on our continued ability to develop and monetize versions of our products and services for mobile and other digital devices.
•Our success depends, in part, on the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands.
•Our success depends, in part, on the ability of Angi and Care.com to establish and maintain relationships with quality and trustworthy professionals and caregivers.
•Our success depends, in part, on the ability of Angi to balance their various offerings to professionals across the Angi platforms.
•Changes to certain requirements applicable to certain communications with consumers may adversely impact the ability of our Angi businesses to generate leads for professionals.
•Our success depends on our ability to develop, market, distribute, and monetize our products and services across mobile and other digital platforms, and on our relationships with third-party platforms over which we have limited control.
•Our Print business is experiencing ongoing revenue decline and faces structural, cost, and operational challenges that could adversely affect our results of operations.
•Our pension plan obligations could increase.
•Our success depends, in part, on the ability of Care.com to establish and maintain relationships with quality and trustworthy caregivers.
•Our success depends, in part, upon the continued migration of certain markets and industries online and the continued growth and acceptance of online products and services as effective alternatives to traditional offline products and services.
•Our ability to engage directly with our users, subscribers, consumers, professionalssubscribers and caregivers on a timely basis is critical to our success.
•The market price and trading volume of IAC common stock may be volatile, and investors may experience losses.
•We may not be able to freely access the cash of Dotdash Meredith and/or Angi and their respective subsidiaries.
•IAC and Angi may benot unable to achieve some or all ofrealize the anticipated benefits that they expect to achieve as a result of the Distribution.
•Following the Distribution, IAC will be a smaller, less diversified company than IAC prior to the Distribution.
•If the Distribution fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, IAC, Angi and their respective stockholders could suffer material adverse consequences.
•The aggregate value of the IAC and Angi securities that current holders of IAC capital stock will hold after the Distribution could be less than the value of the IAC securities they held before the Distribution.
•Our businesses operate in especially competitive and evolving industries.
•We are sensitive to general economic events and trends, particularly those that adversely impact consumer confidence and discretionary spending behavior, as well as general geopolitical and macroeconomic risks.
•Our success depends, in part, on our ability to build, maintain and/or enhance our various brands.
•Our strategic initiatives may not be successful.
•We may not be able to protect our systems, technology and infrastructure from cybersecurity incidents or cybersecurity incidents experienced by third parties could adversely affect us.
•If personal, confidential or sensitive user information is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate and our reputation could be harmed.
•Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties.
We rely on search engines to attract users to our various properties. If our products and services are not presented, referenced, or otherwise discoverable within these environments, traffic and engagement with our properties could decline, which could adversely affect our business.
We have historically relied heavily on paid and free search engine marketing to drive traffic to our products and services. The display, ranking, and prominence of links to our websites on search engine results pages are influenced by a number of factors that are not within our control and may change frequently. Search engines have made changes in the past to their algorithms, methodologies, layouts, and features that have reduced the visibility of our products and services and negatively impacted traffic to our properties, and we expect that search engines will continue to make such changes in the future. In addition, search engine operators, primarily Google, offer products and services that compete directly with our offerings and may adjust search results, rankings, or page layouts to promote their own products or those of competitors, or to retain users within their platforms for longer periods of time. Any such actions could reduce the prominence or ranking of links to our products and services, resulting in decreased traffic and engagement or the need to replace free search traffic with paid sources.
The usage and functioning of search engines are also evolving rapidly. As search engines increasingly incorporate artificial intelligence (“AI”) technologies, including AI generated answers, summaries, and overviews, users may obtain information, recommendations, or solutions directly within search interfaces without navigating to third-party websites. The growing prevalence of these features, as well as other changes in how content is served or consumed, has created and may continue to create headwinds for our business by reducing traffic and engagement opportunities.
Our failure to respond effectively to changes in search engine algorithms, operating dynamics, pricing structures, advertising policies, or content quality guidelines (many of which may be implemented without advance notice) could adversely affect both our free and paid search engine marketing efforts. These changes could reduce the effectiveness of our marketing spend or require us to replace free traffic with paid traffic, or increase our reliance on alternative marketing channels or forms of communication and audience reach that may be less efficient, less predictable, or more costly, resulting in less favorable economics. Any sustained reduction in search-driven traffic or related deterioration in marketing efficiency could adversely affect our business, financial condition, and results of operations.
Traffic building and conversion initiatives involve considerable expenditures for online and offline advertising and marketing. We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of the purchase of keywords, which we purchase primarily through Google and, to a lesser extent, Microsoft and Yahoo!), social media advertising and other online display advertising and traditional offline advertising (including television and radio campaigns) in connection with these initiatives, which may not be successful or cost-effective. Also, to continue to reach consumers and users, we will need to continue to identify and devote more of our overall marketing expenditures to newer digital advertising channels (such as online video,CTV, social media, streaming, OTTmedia and other digital platforms),platforms, as well as target consumers and users via these channels in a cost-effective manner. As these channels continue to evolve relative to traditional channels (such as television),evolve, it could continue to be difficult to assess returns on related marketing investments. Historically, we have had to increase advertising and marketing expenditures over time to attract and convert consumers, retain users of our various products and services and sustain our growth.
We rely heavily on free search engine marketing to drive traffic to our properties. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to websites offering our products and services and negatively impacted traffic to such websites, and we expect that search engines will continue to make such changes from time to time in the future. However, we may not know how (or otherwise be in a position) to influence actions of this nature taken by search engines. With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted. In addition, changes in the usage and functioning of search engines or decreases in consumer use of search engines could negatively impact IAC’s ability to drive traffic to its properties. For example, as a result of the continued development of AI technology, search engines now have the ability to create customized search engine results pages that display AI-generated answers for users, which could result in our products and services not being displayed prominently, or at all.
Our failure to respond successfully to rapid and frequent changes in the operating and pricing dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising and content quality (which may be unilaterally updated by search engines without advance notice) and any other changes in the usage and functioning of search engines (including decreased consumer use of search engines), could adversely affect our paid and free search engine marketing efforts. Specifically, such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking or appearance of links to websites offering our products and services within search results, any or all of which could increase our marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our marketing efforts overall. In addition, the failure to respond successfully to the phasing out (or blocking) of third-party cookies by web browsers, as well as consumers increasingly choosing to use browsers that do not support third-party cookies, could also adversely affect the effectiveness of our marketing efforts at those of our businesses that rely on cookies as a meaningful part of their overall marketing strategy.
Lastly, inIn connection with the acquisition of traffic and leads directly from third parties, certain of our businesses also enter into various arrangements with such parties (including advertising and marketing firms) to drive traffic to their various brands and businesses and generate leads, which arrangements are generally more cost-effective than traditional marketing efforts. If these businesses are unable to renew existing (and enter into new) arrangements of this nature, or such arrangements are no longer as beneficial due(including toas a result of developments in AI technology such as theAI ability to customize a search engine,overviews), sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect our business, financial condition and results of operations. In addition, recent regulatory developments may make it more difficult for these businesses, particularly those within our Angi segment, to obtain traffic and leads by way of third-party affiliate relationships. See“ — Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for professionals.” Lastly, in the case of traffic and leads acquired directly and generated through third-party affiliates, the quality, validity (from real users with genuine interest and, if applicable, otherwise acquired in a manner that complies with contractual obligations in place with paid listings providers or advertisers) and convertibility of such traffic and leads are dependent on many factors, most of which are generally outside of our control. If the quality, validity or convertibility of traffic and leads we acquire directly and/or via third-party affiliates do not meet the expectations of the users of our various products and services, our paid listings providers or advertisers (as well any third parties who may acquire such traffic or leads from our paid listings providers or advertisers), as applicable, our business, financial condition and results of operations could be adversely affected.
Advances in AI and other digital technologies are changing the way people access and consume information, which could adversely affect traffic to our businesses, the effectiveness of our marketing and advertising offerings, and our results of operations.
AI technologies and other tools, including large-language models, chat-based interfaces, and content summarization or overview features, are changing how users discover, access, and consume information. To the extent these technologies reduce or displace traffic to the websites of our businesses (particularly the Digital business within our People Inc. segment), we may experience decreased user engagement, which could reduce the available advertising inventory volume and effectiveness of our marketing and advertising offerings and result in lower revenues, adversely affecting our business, financial condition, and results of operations.
In addition, AI has the potential to generate digital content, information, products, and services at significantly greater scale and lower cost than traditional methods, which could increase competition for user attention and advertising spending. Advertisers may shift spending toward AI enabled platforms or alternative marketing channels or experience reduced returns on campaigns delivered through our properties, which could further pressure demand for our offerings.
Our failure to effectively adapt to evolving AI capabilities could also adversely affect our ability to compete. Competitors and other third parties may deploy AI enabled technologies, platforms, or tools more rapidly or more successfully than we do, including in ways that attract user attention, deliver content or solutions directly to users, or otherwise reduce reliance on third-party websites such as ours. If such AI driven offerings gain greater adoption or prove more effective than our products or strategies, our audience reach, monetization opportunities, and competitive position could be negatively impacted.
To the extent that AI technologies or other tools misappropriate, misuse, or otherwise exploit our copyrighted content, the value of our content could be diminished. Any such reduction in value could impair our ability to attract audiences, invest in new content, or otherwise operate our businesses effectively, and could adversely affect our business, financial condition, and results of operations.
Additionally, the regulatory landscape governing AI is evolving rapidly. Governments and regulatory authorities in multiple jurisdictions have proposed or enacted laws, rules, and regulations related to the development, use, and deployment of AI technologies, including with respect to the use, licensing, attribution, and protection of third-party content, such as publisher-generated content. Additional requirements or restrictions may be imposed in the future. Compliance with these evolving legal and regulatory frameworks and efforts to protect our proprietary content from unauthorized use, scraping, or misappropriation by AI enabled systems could be costly, require significant operational changes, or limit our ability to deploy or monetize AI enabled tools and content, which could adversely affect our business.
A significant portion of our consolidated revenue is attributable to digital and other advertising, primarily revenue from the businesses within our People Inc., Search and The Daily Beast segments. Accordingly, events and trends that put economic pressure on advertisers and consumers could continue to result in decreased advertising expenditures and related revenues generally, which would continue to adversely affect our business, financial condition and results of operations. For example, demand for advertising is highly dependent upon the strength of the economy in the United States, so any general economic downturn, social or political instability, recessionary concerns, rising interest rates and increased inflation, as well as any sudden disruption in business conditions, could adversely affect demand for advertising and consumer confidence, and in turn, our business, financial condition and results of operations. Also, as alternative forms of media and entertainment continue to grow (relative to traditional forms of media), competition for advertising will continue to increase, which could adversely affect demand for (and the effectiveness of) advertising through our various platforms, which in turn could adversely affect our business, financial condition and results of operations. Significant shifts in advertiser demand preferences and allocation of budgets across various forms and channels of advertising (such as search, social, display and retail media networks) could also have a negative impact on our ability to grow digital advertising revenue.
In addition, changes in digital marketing practices and technologies, including the phasing out or blocking of third-party cookies and increased use of browsers or platforms that limit tracking or targeting capabilities, could further reduce the effectiveness of our marketing efforts. While our People Inc. business has developed D/Cipher and D/Cipher+, advertising products that allow advertisers to target consumers based on intent, there can be no guarantee that advertisers will find this or any other alternative solution to be effective, and the perception that this or any other solution is not effective could cause advertisers to shift more spend away from the open Internet and towards closed platforms or ecosystems, which rely less on cookies given that they are able to use logged-in user data for targeting and tracking purposes. Any sustained reduction in search-driven traffic or deterioration in marketing efficiency could adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on the ability of our Digital business to successfully expand the audience of its portfolio of publishing brands.
We intend to continue to focus on digital content, advertising and other means of monetization across our portfolio of publishing brands, including growing audiences and products across the digital brands at People Inc. As a result, we intend to continue to increase our investment in our Digital business. If this focus and increased investment does not generate increased revenue from our Digital business or if we otherwise do not successfully execute this strategy generally or in a cost-effective manner, our business, financial condition and results of operations will be adversely affected.
We rely on search engines to drive traffic to our various properties. Certain search engine operators offer products and services that compete directly with our products and services. If links to websites offering our products and services are not displayed prominently in search results, traffic to our properties could decline and our business could be adversely affected.
As discussed above, the amount of traffic we attract through search engines is due in large part to how and where websites offering our products and services (and related information and links to those properties) are displayed on search engine results pages. Certain search engine operators offer products and services that compete directly with our products and services and may change their displays or rankings in order to promote their products or services or the products or services of one or more of our competitors, or to retain users on their sites for longer periods of use. Any such action could negatively impact the search rankings of links to websites offering our products and services, or the prominence with which such links appear in search results. Our success depends on the ability of links to websites offering our products and services to maintain a prominent position in search results, and in the event operators of search engines promote their own competing products in the future in a manner that has the effect of reducing the prominence or ranking of links to websites offering our products and services, our business, financial condition and results of operations could be adversely affected.
A portion of our consolidated revenue (and a portion of our net cash from operations that we can freely access) is attributable to the Services Agreement. Pursuant to the Services Agreement, we display and syndicate paid listings provided by Google in response to search queries generated through the businesses within our Search segment. In exchange for making our search traffic available to Google, we receive a share of the revenue generated by the paid listings supplied to us, as well as certain other search related services. The Services Agreement expires on March 31, 2026, with an automatic renewal for an additional one-year period absent a notice of non-renewal from either party on or before December 31, 2025.
The amount of revenue we receive from Google depends on a number of factors outside of our control, including pricing charged to advertisers, the efficiency and performance of Google’s paid listings network, the quality and attractiveness of related traffic, and parameters established by Google governing the number, placement, and presentation of paid listings in response to search queries on our properties. Google also makes determinations regarding the relative attractiveness of such listings to advertisers and users, which affect both the revenue we receive and the volume of paid listings we are able to purchase. In addition, our Services Agreement requires compliance with Google’s policies and guidelines governing the use and distribution of Google services, including access to Google platforms such as the Chrome browser and Chrome Web Store, the display of paid listings, and the activities of third parties to whom we syndicate paid listings. Google may unilaterally modify these policies or guidelines, or make other operational or policy decisions, with little or no advance notice, which could require us to modify or discontinue certain products, services, or business practices, increase our costs, reduce revenue, or result in the suspension or termination of some or all Google services or the Services Agreement. Google has made policy changes in the past that negatively impacted our Desktop business and may take additional actions in the future that could materially adversely affect our business, financial condition, and results of operations.
Changes to certain economic terms of the Services Agreement that became effective on April 1, 2025 negatively impacted our Search revenue. In addition, on December 10, 2025, we received a notice of non-renewal from Google that eliminated the one-year automatic extension of the Services Agreement, which will expire on March 31, 2026 unless a new agreement is entered into. If our products are unable to access Google services as a result of the expiration of the Services Agreement, less favorable terms under a replacement agreement, or other policy or operational changes implemented by Google, our Search business could be materially adversely affected. Even if a new agreement is entered into, it may contain less favorable economic or other terms, and if the Services Agreement is not replaced, or is replaced on less favorable terms, we may be required to identify an alternative provider of paid listings, which may not be available on acceptable terms or at all. Any alternative arrangement, if available, may provide inferior economics or reduced quality, relevance, or performance of paid listings, and we may be unable to replace lost revenues.
We depend on search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple and Meta, to market, distribute and monetize our products and services. Our users and subscribers engage with these platforms directly, and in the case of digital app stores, are generally subject to requirements regarding the use of their payment systems for various transactions. As a result, these platforms generally receive personal data about our users and subscribers that we would otherwise receive if we transacted with our users and subscribers directly. Certain of these platforms have restricted (and continue to restrict) our access to personal data about our users and subscribers obtained through their platforms. In addition, the privacy and data collection policies of certain platforms require users to opt-in to sharing their devices’ unique identifiers with our businesses, which allow them to recognize a given device and track related activity across applications and websites, primarily for marketing purposes. In addition, industry-wide changes, including the phasing out, blocking, or reduced availability of third-party cookies and other tracking technologies, have limited and may continue to limit our ability to target, measure, and optimize advertising campaigns.
If platforms continue to limit, restrict, or otherwise interfere with our ability to access, collect, or use personal data about our users and subscribers, or if restrictions on cookies or similar tracking technologies continue to expand, our ability to identify, communicate with, and market to portions of our user and subscriber base could be adversely affected. These developments may reduce the effectiveness of our advertising, impair our ability to measure and demonstrate return on investment to advertisers, and require increased reliance on alternative targeting, attribution, or measurement solutions that may be less effective, less precise, or less widely adopted. As a result, our customer relationship management efforts, ability to identify, target, and reach new users, effectiveness and efficiency of paid marketing activities, pricing to advertisers, and ability to develop and implement certain safety features, policies, and procedures could be negatively impacted, which could adversely affect our business, financial condition, and results of operations.
Our success depends on our ability to develop, market, distribute, and monetize our products and services across mobile and other digital platforms, and on our relationships with third-party platforms over which we have limited control.
Consumers increasingly access our products and services through mobile and other digital devices, applications, and platforms. As a result, our success depends, in part, on our ability to continue to develop, enhance, market, distribute, and monetize our products and services effectively across these platforms and to keep pace with evolving technologies, devices, industry trends, and changes in consumer preferences. If we are unable to offer products and services that resonate with consumers, monetize them as effectively as traditional offerings, or maintain the related systems, technology, and infrastructure in an efficient and cost-effective manner, our business, financial condition, and results of operations could be adversely affected.
The success of our mobile and other digital products and services also depends on their interoperability with, and continued access to, third-party operating systems, technology, infrastructure, standards, and distribution channels over which we have no control. We rely on search engines, digital app stores, advertising networks, social media platforms, and other third-party content discovery and distribution platforms (particularly those operated by Apple, Google, Microsoft, Meta and Amazon) to market, distribute, and monetize our products and services. Certain of these platforms represent significant sources of traffic to our businesses, and traffic levels from such platforms may fluctuate materially based on changes to algorithms, ranking or recommendation criteria, product features, editorial practices, or other factors outside of our control. These third parties may change their terms and conditions, advertising policies, algorithms, fees, payment structures, operating systems, or technical standards; favor their own products or services; limit or restrict our access to their platforms; or discontinue support for our products altogether, in each case with little or no notice. Any failure to maintain effective relationships with these third-party platforms, adapt to their changing requirements, or ensure the functionality and accessibility of our products and services across mobile and other digital environments could adversely affect our ability to attract and retain consumers and advertisers and could adversely affect our business, financial condition, and results of operations.
Our Print business is experiencing ongoing revenue decline and faces structural, cost, and operational challenges that could adversely affect our results of operations.
Our Print business represents a declining portion of our overall revenues and operates in an industry characterized by reduced consumer demand, declining advertiser spending, and increased competition from digital media alternatives. Revenue from print magazine subscriptions, advertising, and newsstand sales has declined and is expected to continue to decline over the next several years. The profitability of our print publications depends on our ability to maintain a sufficiently large audience and sell advertising based on that audience, which has become increasingly challenging.
Management's Discussion & Analysis (MD&A)
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New heading “Recent Accounting Pronouncements Adopted by the Company”
New heading “Accounting Standards Update (“ASU”) No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures”
New heading “Recent Accounting Pronouncements Not Yet Adopted by the Company”
New heading “ASU No. 2024-03—Income Statement-Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses”
New heading “ASU No. 2025-06—Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software”
New heading “NOTE 3—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS”
New heading “Investment in MGM Resorts International”
New heading “Long-term Investments”
New heading “Equity Securities without Readily Determinable Fair Values”
New heading “Fair Value Measurements”
New heading “Financial instruments measured at fair value only for disclosure purposes”
New heading “NOTE 4—GOODWILL AND INTANGIBLE ASSETS”
New heading “NOTE 6—LONG-TERM DEBT”
New heading “Long-term Debt Maturities”
New heading “Interest Rates and Interest Rate Swaps”
New heading “NOTE 7—SHAREHOLDERS' EQUITY”
New heading “Description of Common Stock and Class B Convertible Common Stock”
New heading “Equity Transactions related to the Angi Distribution”
New heading “Common Stock Repurchases”
New heading “NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS”
New heading “NOTE 9—SEGMENT INFORMATION”
New heading “Disaggregated Revenue”
New heading “Segment Expenses”
New heading “Segment Reporting Performance Measure and Reconciliations”
New heading “Capital Expenditures”
New heading “Geographic Information”
New heading “NOTE 10—STOCK-BASED COMPENSATION”
New heading “IAC Denominated Stock-based Awards”
New heading “IAC Restricted Common Stock (“restricted shares”)”
New heading “IAC Restricted Stock Units and Performance-based Stock Units”
New heading “IAC Stock Options”
New heading “Stock-based Awards Denominated in the Shares of Certain Subsidiaries”
New heading “Forfeitures and Unrecognized Compensation Cost”
New heading “NOTE 11—PENSION AND POST-RETIREMENT BENEFIT PLANS”
New heading “Pension and Post-Retirement Plans”
New heading “U.S. Pension Plans and Post-Retirement Plan”
New heading “U.K. Pension Plans”
New heading “Obligations and Funded Status”
New heading “Change in Net Assets/Liabilities”
New heading “Balance Sheet Classification”
New heading “Accumulated and Projected Benefit Obligations”
New heading “Defined Contribution Plans”
New heading “IAC Inc. Retirement Savings Plan”
New heading “NOTE 12—INCOME TAXES”
New heading “NOTE 13—(LOSS) EARNINGS PER SHARE”
New heading “NOTE 14—FINANCIAL STATEMENT DETAILS”
New heading “Cash and Cash Equivalents and Restricted Cash”
New heading “Other current assets”
New heading “Buildings, land, equipment, leasehold improvements and capitalized software, net”
New heading “Accrued expenses and other current liabilities”
New heading “Other income, net”
New heading “Supplemental Disclosure of Cash Flow Information:”
New heading “NOTE 15—CONTINGENCIES”
New heading “NOTE 16—RELATED PARTY TRANSACTIONS”
New heading “Allocation of CEO Compensation and Certain Expenses”
New heading “The Combination, Distribution and Related Agreements”
New heading “IAC and Expedia Group”
New heading “NOTE 17—DISCONTINUED OPERATIONS”
New heading “Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure”
New heading “Item 9A. Controls and Procedures”
New heading “Conclusion Regarding the Effectiveness of the Company's Disclosure Controls and Procedures”
New heading “Management's Report on Internal Control Over Financial Reporting”
New heading “Changes in Internal Control Over Financial Reporting”
New heading “Report of Independent Registered Public Accounting Firm”
New heading “Opinion on Internal Control Over Financial Reporting”
New heading “Basis for Opinion”
New heading “Definition and Limitations of Internal Control Over Financial Reporting”
New heading “Item 9B. Other Information”
New heading “Rule 10b5-1 Trading Plans”
New heading “Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections”
New heading “Item 10. Directors, Executive Officers and Corporate Governance”
New heading “Item 11. Executive Compensation”
New heading “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
New heading “Item 13. Certain Relationships and Related Transactions, and Director Independence”
New heading “Item 14. Principal Accountant Fees and Services”
New heading “Item 15. Exhibits and Financial Statement Schedules”
New heading “(a) List of documents filed as part of this Report:”
New heading “(1) Consolidated Financial Statements of IAC”
New heading “(2) Consolidated Financial Statement Schedule of IAC”
Removed heading “Sources of Revenue”
Removed heading “Dotdash Meredith Restructuring and Other Charges”
Removed heading “Restructuring Charges”
Removed heading “For the years ended December 31, 2024, 2023 and 2022”
Removed heading “Unrealized (loss) gain on investment in MGM Resorts International (“MGM”)”
Removed heading “Other income (expense), net”
Removed heading “Income tax benefit (provision)”
Removed heading “Investments in Equity Securities”
Largest changes
“As of the last day of any calendar quarter, subject to certain exemptions and increases for qualifying material acquisitions, the governing agreements require People Inc. to maintain a consolidated net leverage ratio as of the last day of such quarter of no greater than 5.5 to 1.0, all as defined in the governing agreements. …”see in full comparison
“The governing agreements allow the Company to contribute cash to People Inc., which the Company has done in the past and may do so in the future, to provide, among other things, additional liquidity to improve People Inc.’s consolidated net leverage ratios for any test period, which may result in improved interest rates on the Term Loan A-1 and reduced commitment fees on the Revolving Facility. The governing agreements also allow People Inc. to make distributions to the Company in amounts not to exceed these capital contributions, provided that no default has occurred and is continuing. …”see in full comparison
“Adjustments to net loss attributable to continuing operations consist primarily of an unrealized loss on the investment in MGM of $723.5 million, amortization of intangibles of $307.7 million, pension and post-retirement benefit cost of $210.0 million, depreciation of $131.0 million, stock-based compensation expense of $123.5 million, provision of credit losses of $116.6 million, goodwill impairment of $112.8 million, non-cash lease expense (including ROU asset impairments) of $70.9 million and an unrealized decrease in the estimated fair value of a warrant of $62.5 million, partially offset …”see in full comparison
Adjustments to netsee in full comparisonearningsloss from continuing operations consist primarily of goodwill impairment of $207.5 million, amortization of intangibles of$296.0$93.1 million, depreciation of$175.1$37.5 million, non-cash lease expense (including ROU asset impairments) of $36.7 million, stock-based compensation expense of$117.2 million, non-cash lease expense of $101.7$32.3 million, deferred income taxes of$88.8$27.6 million,provisionloss related to the allocation ofcreditalossesdisputed gain on a real estate transaction of$87.7$19.2million,million and net loss on sales of investments and a business (including unrealized losses on investmentsin equity securities (including downward and upward adjustments)and salesofbusinesses of $19.3 million and goodwill impairment of $9.0$17.7 million, partially offset by an unrealized gain ontheinvestment in MGM of$721.7$119.2 million andannetunrealizedgainsincreaseoninamendmentstheandestimatedearlyfair valueterminations ofaleasewarrantagreements of$2.8$42.2 million. The decrease from changes in working capitalincludeincludes a decrease in operating lease liabilities of $88.7 million and a decrease in accounts payable and other liabilities of$120.3$58.6 million, partially offset by a decrease in accounts receivable of $14.2 million. The decrease in operating lease liabilitiesofis$74.3due to cash payments on leases, including $47.4 millionandrelatedantoincreasetheinamendmentsaccountstoreceivablea lease, which provided for the surrender of$37.3certainmillion.office space early at People Inc., net of interest accretion. The decrease in accounts payable and other liabilities isdue,duein part,primarily to a decrease in accrued traffic acquisition costs and related payables atSearchSearch, payments related to the resolution of certain legal matters at Care.com, a decrease in accrued employee compensation due primarily to a decrease in bonuses andDotdashtimingMeredith,of payments, including severance payments, partially offset by an increase in accrued separation benefits for our former CEO under the Employment Transition Agreement and a decrease in accrued advertisingat AngiandSearch and a decrease in accrued employee compensation, due primarily to restructuringrelatedseverance paymentspayables atDotdash Meredith.Search. The decreasein operating lease liabilities is due to cash payments on leases net of interest accretion. The increasein accounts receivable is due primarily totimingaofdecreasecashinreceiptsrevenue atAngiSearch,andpartially offset by an increase at People Inc. due primarily to an increase in revenuerelative to the fourth quarter of 2022atDotdashPeopleMeredithInc.’sDigital,Digital segment, partially offset by a decreaseinatrevenuePeoplerelativeInc. Inc.’s Print segment due primarily tothe fourth quartertiming of2022cashat Search.receipts.
“Adjusted EBITDA is the segment reporting performance measure used by the CODM as one of the metrics by which we evaluate the performance of our businesses and our internal budgets are based and may impact management compensation. …”see in full comparison
“People Inc. assessed hedge effectiveness at the time of entering into these agreements and determined the Interest Rate Swaps are expected to be highly effective. The Company evaluates the hedge effectiveness of the Interest Rate Swaps quarterly, or more frequently, if necessary, by verifying (i) that the critical terms of the Interest Rate Swaps continue to match the critical terms of the hedged interest payments and (ii) that it is probable the counterparties will not default. …”see in full comparison
Full comparison: every changed paragraph (857)
IAC today is comprised of category leading businesses, including People Inc. and Care.com, among others, and holds strategic equity positions in MGM Resorts International (“MGM”) and Turo Inc. (“Turo”).
Proposed Angi Inc. Spin-offDistribution
On March 31, 2025, IAC completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IAC to holders of its common stock and Class B common stock. Following the Distribution, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the consolidated operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025. See “Note 17—Discontinued Operations” in the accompanying notes to the financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional information.
On January 13, 2025, IAC announced that its Board of Directors approved a plan to spin off its full stake in Angi Inc. (“Angi”) to IAC shareholders. The Company intends to effect the spin-off through a dividend to the holders of its common stock and Class B common stock of all of the common stock of Angi owned by the Company (the “Distribution”). Prior to the effective time of the Distribution, the Company intends to voluntarily convert all of the shares of Class B common stock of Angi that it owns to shares of Class A common stock of Angi. The completion of the Distribution remains subject to customary conditions and to the final approval of the Company's Board of Directors and may not be completed, on the anticipated terms or at all. The Company expects to complete the Distribution as soon as March 31, 2025.
Unless otherwise indicated or as the context otherwise requires, certain terms used in this annual report, which include the principal operating metrics we use in managing our business, are defined below:below.
IAC Businesses (for additional information see “Note 9—Segment Information” to the accompanying notes to the financial statements included in “Item 8—8. Financial Statements and Supplementary Data”):
•DotdashPeople MeredithInc. - one of the largest digital and print publishers in America.America Nearlyand 200is committed to content—made by people for people—that delights, teaches, inspires and entertains. More than 175 million people trust DotdashPeople MeredithInc. each month to help them make decisions, take action, and find inspiration. DotdashPeople Meredith'sInc.’s over 40 iconic brands include People,PEOPLE, Better Homes & Gardens, Verywell, FOODFood & WINE,Wine, TheTravel Spruce,+ allrecipes,Leisure, BYRDIE,Allrecipes, REAL SIMPLE, Investopedia, and Southern Living. DotdashPeople MeredithInc. has two operating segments: (i) Digital, which includes its digital, mobile and licensing operations; and (ii) Print, which includes its magazine subscription and newsstand operations;operations.
On July 31, 2025, Dotdash Meredith Inc. was rebranded “People Inc.” and is referred to as such throughout this report (unless the context requires otherwise). Dotdash Meredith Inc. remains the entity’s legal name;
•Angi - a publicly traded company that connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. On November 1, 2023, Angi completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC (“Roofing”), and has reflected it as a discontinued operation in its standalone financial statements. Roofing did not meet the threshold to be reflected as a discontinued operation at the IAC level. During the fourth quarter of 2023, IAC moved Roofing to Emerging & Other. Following the sale of Roofing, Angi has three operating segments: (i) Ads and Leads, (ii) Services and (iii) International (includes Europe and Canada). At December 31, 2024, the Company’s economic interest and voting interest in Angi were 85.3% and 98.3%, respectively;
•Care.com, a leading online destination for families to connect with caregivers for their children, agingaged parents, pets and homes and for caregivers to connect with families seeking care services. Care.com'sCare.com’s brands include Care Forfor Business, Care.com'sCare.com’s offerings to enterprises, and HomePay;
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, our legacy desktop search software business, which includes our business-to-business partnership operations and the remaining installed base of our legacy direct-to-consumer downloadable desktop applications; and
◦The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors;
◦IAC Films, a provider of producer services for feature films, primarily for initial sale and distribution through theatrical releases and video streaming services in the United States (“U.S.”) and internationally; and ◦Mosaic Group, a former developer and provider of global subscription mobile applications, for periods prior to the sale of its assets on February 15, 2024, which was accounted for as a sale of a business, for approximately $160 million;million.
◦Roofing, a provider of roof replacement and repair services, for periods prior to its sale on November 1, 2023; and ◦The Daily Beast, IAC Films and, for periods prior to its sale on November 9, 2022, Bluecrew.
◦Advertising revenue - primarily includes revenue generated from displaydigital advertisements and intent-based advertising targeting capabilities (D/Cipher+), which are sold both directly to advertisers or through ouradvertising sales teamagencies and via programmatic exchanges.advertising networks.
◦Performance marketing revenue - primarily includes revenuecommissions generated through affiliate commerce, performance marketing services and affinity marketing channels and performance marketing commissions.channels. Affiliate commerce commission revenue is generated when DotdashPeople MeredithInc.’s branded content refers usersconsumers to commerce partner websites resulting in a purchase or transaction. Affinity marketing programs market and place magazine subscriptions for both Dotdash Meredith and third-party publisher titles. Performance marketing commissionsservices arecommission revenue is generated on a cost-per-click or cost-per-action basis. Affinity marketing programs are arrangements where People Inc. acts as an agent for both People Inc. and third-party publishers to market and place magazine subscriptions online for which commission revenue is earned when a subscriber name has been provided to the publisher.
◦Licensing and Other revenue - primarily includes revenue generated through brand and content licensing and similar agreements. Brand licensing generates royalties from multiple long-term trademark licensing agreements with retailers, manufacturers,service providers, publishers and service providers.manufacturers. Content licensing royalties are earned from our relationship with Apple News+ as well as other content use and distribution relationships, including utilization in large-language models and other artificial intelligence-relatedintelligence (“AI”) related activities.
•Print Revenue - primarily includes subscription, advertising, project and other, newsstand and performance marketing revenue. Project and other revenue includes revenue from advertising agency related revenue and custom publishing. Performance marketing revenue includes revenue from marketing third-party magazine subscriptions.
•Print Revenue - primarily includes subscription, advertising, newsstand and performance marketing revenue.
•Total Sessions - represents unique visits to all sites that are part of DotdashPeople Meredith'sInc.’s network and is sourced from Google Analytics.network.
•Core Sessions - represents a subset of Total Sessions that comprises unique visits to DotdashPeople Meredith'sInc.’s most significant (in terms of investment) owned and operated sites as follows:
•Consumer Revenue - consists of revenue primarily generated through subscription fees from families and caregivers, both domestically and internationally, for its suite of products and services. Consumer revenue also includes revenue generated through Care.com’s comprehensive household payroll and tax support services (HomePay) as well as through contracts with businesses that advertise on its platform.
•Enterprise Revenue - consists of revenue generated primarily through annual contracts with businesses (Care for Business) (employers or re-sellers) who provide access to Care.com’s suite of products and services as an employee benefit.
For a more complete description of the Company’s sources of revenue, see “General Revenue Recognition” under “Note 2—Summary of Significant Accounting Policies” in the accompanying notes to the financial statements included in “Item 8. Financial Statements and Supplementary Data.”
•Ads and Leads Revenue - primarily comprises domestic revenue from consumer connection revenue for consumer matches, revenue from professionals under contract for advertising and membership subscription revenue from professionals and consumers.
•Services Revenue - primarily comprises domestic revenue from pre-priced offerings by which the consumer requests services through an Angi platform and Angi connects them with a professional to perform the service.
•International Revenue - primarily comprises revenue generated within the International segment (consisting of businesses in Europe and Canada), including consumer connection revenue for consumer matches and membership subscription revenue from professionals.
•Service Requests - are (i) fully completed and submitted domestic service requests for connections with Ads and Leads professionals, (ii) contacts to Ads and Leads professionals generated via the professional directory from unique users in unique categories (such that multiple contacts from the same user in the same category in the same day are counted as one Service Request) and (iii) requests to book Services jobs in the period.
•Monetized Transactions - are (i) Service Requests that are matched to a paying Ads and Leads professional in the period and (ii) completed and in-process Services jobs in the period; a single Service Request can result in multiple monetized transactions.
•Transacting Professionals (“Transacting Pros” formerly known as Transacting Service Professionals or “Transacting SPs”) - are the number of (i) Ads and Leads professionals that paid for consumer matches or advertising and (ii) Services professionals that performed a Services job, during the most recent quarter.
•Cost of revenue (exclusive of depreciation) - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; production, distribution and editorial costs of the People Inc. Print segment; traffic acquisition costs, which include payments made to partners that direct traffic to our Ask Media Group websites and distribute our business-to-business customized browser-based applications; content costs; purchases of advertising inventory for advertising campaigns sold with People’s D/Cipher+ product; and hosting fees. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements.
•Cost of revenue (exclusive of depreciation) - consists primarily of traffic acquisition costs, which include (i) payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications and (ii) the amortization of fees paid to Apple and Google related to the distribution of apps and the facilitation of in-app purchases. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements. Cost of revenue also includes production, distribution and editorial costs at Dotdash Meredith, compensation expense (including stock-based compensation expense) and other employee-related costs, content costs, roofing material and third-party contactor costs associated with Roofing arrangements for periods prior to its sale on November 1, 2023, hosting fees, credit card processing fees, payments made to independent third-party professionals who performed work contracted under Services arrangements that were entered into prior to January 1, 2023 and the change to net revenue reporting described below and payments made to care providers for Care For Business.
•Selling and marketing expense - consists primarily of advertising expenditures, which include online marketing expenditures, including fees paid to search engines, social media sites and other online marketing platforms, app platforms and partner-related payments to those who direct traffic to the brands within our Angi segment,; offline marketing expenditures, which primarily consists of costs related to television, streamingstreaming, direct mail and radio advertising within our Angi and Care.com segments,; compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel,personnel; and subscription acquisition costs relatedof tothe DotdashPeople Meredith,Inc. outsourcedPrint personnel and consulting costs and service guarantee expense at Angi.segment.
•General and administrative expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions,functions; rent expense and facilities cost (including impairments of right-of-use assets or “ROU assets” and gains or losses on the amendments or early terminations of lease agreements), and facilities cost; fees for professional services (including transaction-related costs related to the Distribution and acquisitions),; provision for credit losses,losses; and software license and maintenance costs and acquisition-related contingent consideration fair value adjustments (described below). The customer service function at Angi and Care.com includes personnel who provide support to its professionals and caregivers, respectively, and consumers.costs.
•Product development expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; and third-party contractor costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology; and software license and maintenance costs.
•Acquisition-related contingent consideration fair value adjustments - relate to the portion of the purchase price of certain acquisitions that is contingent upon the financial performance and/or operating metric targets of the acquired company. Changes in the estimated fair value of the contingent consideration arrangements, if applicable, are recognized during each reporting period in “General and administrative expense” in the statement of operations.
Long-term debt - All of the Company’s long-term debt are liabilities of People Inc. (forFor additional information see “Note 6—Long-term Debt” in the accompanying notes to the financial statements included in “Item 8—8. Financial Statements and Supplementary Data”):
•Term Loan A-1 - due May 14, 2030. On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement ("Amendment No. 2"), which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for a new five-year $150 million revolving credit facility (“Revolving Facility”). At December 31, 2025, the outstanding balance of the Term Loan A-1 was $341.3 million and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 5.73%. At December 31, 2024, the outstanding balance of the Term Loan A was $297.5 million and bore interest at an adjusted term SOFR plus 2.25%, or 6.94%. The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025, of $4.4 million through December 31, 2027, $8.8 million thereafter through December 31, 2028 and $13.1 million thereafter through maturity.
•Term Loan B-2 - due June 16, 2032. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). At December 31, 2025 and December 31, 2024, the outstanding balances of the Term Loan B-2 and the Term Loan B-1 were $700.0 million and $1.18 billion, respectively, and bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.37% and 8.05%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments of $1.8 million commencing March 31, 2026 through maturity.
The Term Loan A, Term Loan A-1, Term Loan B-1 and Term Loan B-2 are collectively referred to herein as the “Term Loans.”
•2032 Notes - due June 15, 2032. At December 31, 2025 the outstanding balance of the 2032 Notes, described above, was $400.0 million.
•Revolving Facility - expires May 14, 2030. Amendment No. 2 provides for a revolving credit facility of $150 million, which replaced the then existing revolving credit facility that would have expired on December 1, 2026. To date, People Inc. has not made any borrowings under any of its revolving credit facilities.
•Dotdash Meredith Term Loan A - due December 1, 2026. At December 31, 2024 and 2023, the outstanding balance of Dotdash Meredith Term Loan A was $297.5 million and $315.0 million, respectively, and bore interest at an adjusted term secured overnight financing rate (“Adjusted Term SOFR”) plus 2.25%, or 6.94% and 7.69%, respectively. Dotdash Meredith Term Loan A has quarterly principal payments.
•Dotdash Meredith Term Loan B-1 (replaced Dotdash Meredith Term Loan B) - due December 1, 2028. On November 26, 2024, Dotdash Meredith entered into Amendment No. 1 to the Dotdash Meredith Credit Agreement (the “Amended Dotdash Meredith Credit Agreement”), which governs both the existing Dotdash Meredith Term Loan A and the Dotdash Meredith Revolving Facility, and replaced $1.18 billion of then outstanding Dotdash Meredith Term Loan B principal with an equal amount of the Dotdash Meredith Term Loan B-1 (together with Dotdash Meredith Term Loan A, these loans are collectively referred to as “Dotdash Meredith Term Loans”). At December 31, 2024, the outstanding balance of Dotdash Meredith Term Loan B-1 was $1.18 billion and bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 3.50%, or 8.05%. At December 31, 2023, the outstanding balance of Dotdash Meredith Term Loan B was $1.23 billion and bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 9.44%. Dotdash Meredith Term Loan B-1 has quarterly principal payments.
•Dotdash Meredith Revolving Facility - Dotdash Meredith's $150 million revolving credit facility expires on December 1, 2026. At December 31, 2024 and 2023, there were no outstanding borrowings under the Dotdash Meredith Revolving Facility.
•ANGI Group Senior Notes - on August 20, 2020, ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi, issued $500.0 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year.
Sources of Revenue
Dotdash Meredith revenue consists of digital and print revenue. Digital revenue consists principally of advertising, performance marketing and licensing and other revenue. Print revenue consists principally of subscription, advertising, project and other, newsstand and performance marketing revenue.
Advertising revenue is generated primarily through digital advertisements sold by Dotdash Meredith's sales team directly to advertisers or through advertising agencies and programmatic advertising networks. Performance marketing revenue includes commissions generated through affiliate commerce, affinity marketing channels and performance marketing. Affiliate commerce commission revenue is generated when Dotdash Meredith's branded content refers consumers to commerce partner websites resulting in a purchase or transaction. Affinity marketing programs market and place magazine subscriptions online for both Dotdash Meredith and third-party publisher titles. Performance marketing commissions are generated on a cost-per-click or cost-per-action basis. Licensing and other revenue primarily includes revenue generated through brand and content licensing and similar agreements.
Subscription revenue relates to the sale of Dotdash Meredith's magazines, including digital editions. Most of Dotdash Meredith's subscription sales are prepaid at the time of order and may be canceled at any time for a refund of the pro rata portion of the initial subscription. Advertising revenue relates to the sale of advertising in magazines directly to advertisers or through advertising agencies. Revenue is recognized on the magazine issue’s on-sale date, which is the date the magazine is published. Project and other revenue include other revenue streams that are primarily project based and may relate to any one or combination of the following activities: audience targeted advertising, custom publishing, content strategy and development, email marketing, social media, database marketing and search engine optimization. Newsstand revenue is related to single copy magazines or bundles of single copy magazines sold to wholesalers for resale on newsstands. Publications sold to magazine wholesalers are sold with the right to receive credit from Dotdash Meredith for magazines returned to the wholesaler by retailers. Performance marketing revenue principally consists of affinity marketing revenue through which Dotdash Meredith places magazine subscriptions for third-party publishers.
Ads and Leads revenue includes consumer connection revenue, which comprises fees paid by professionals for consumer matches (regardless of whether the professional ultimately provides the requested service), revenue from professionals under contract for advertising, membership subscription revenue from professionals and consumers and revenue from other services. Consumer connection revenue varies based upon several factors including the service requested, product experience offered, and geographic location of service. Services revenue primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through an Angi platform and Angi engages a professional to perform the service. International revenue primarily comprises consumer connection revenue for consumer matches and membership subscription revenue from professionals.
From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis. Effective January 1, 2023, Angi modified the Services terms and conditions so that the professional, rather than Angi, has the contractual relationship with the consumer to deliver the service and Angi's performance obligation to the consumer is to connect them with the professional. This change in contractual terms requires revenue to be reported as the net amount of what is received from the consumer after deducting the amounts owed to the professional providing the service effective for all arrangements entered into after December 31, 2022. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition. For the year ended December 31, 2022, if Services revenue were recorded on a net basis, revenue would have been reduced by $242.6 million.
Care.com consists of consumer and enterprise revenue. Consumer revenue is primarily generated through subscription fees from families and caregivers, both domestically and internationally, for Care.com's suite of products and services. Consumer also includes revenue generated through Care.com's comprehensive household payroll and tax support services (HomePay), as well as through contracts with businesses that advertise through Care.com's platform. Enterprise revenue is primarily generated through annual contracts with businesses (employers or re-sellers) that provide access to Care.com’s suite of products and services as an employee benefit. Fees from enterprise contracts include subscription revenue and backup care (including child, senior and pet) for employees.
The Search segment consists of Ask Media Group and the Desktop business. Ask Media Group and Desktop revenue consist principally of advertising revenue, which is generated primarily through the display of paid listings in response to search queries. The majority of the paid listings displayed are supplied to us by Google Inc. (“Google”) pursuant to our services agreement with Google, dated as of October 26, 2015 and as subsequently amended (the “Services Agreement”), described in more detail in “Note 2—Summary of Significant Accounting Policies” to the financial statements included in “Item 8—Financial Statements and Supplementary Data.”
Included within Emerging & Other is Vivian Health and, prior to their sales on each of February 15, 2024 and November 1, 2023, respectively, Mosaic Group and Roofing. Vivian Health revenue consists of subscription and usage revenue, which is generated through recruiting agencies and other employers that seek access to qualified healthcare professionals. Mosaic Group revenue primarily consisted of fees paid by subscribers for downloadable mobile applications distributed through the Apple App Store and Google Play Store and fees received directly from consumers, as well as display advertisements. Roofing revenue primarily consisted of revenue from the roof replacement business offering by which the consumer purchased services directly from the Roofing business and Roofing then engaged a professional to perform the service. Revenue for the remaining businesses within Emerging & Other is generated primarily through subscriptions, media production and distribution and advertising.
On December 10, 2025, the Company received from Google Inc. (“Google”) a notice of non-renewal (the “Notice”) of the services agreement, dated as of October 26, 2015 (as subsequently amended, the “Services Agreement”). The Notice eliminated the one-year automatic extension of the Services Agreement that otherwise would have been effective from April 1, 2026 through March 31, 2027. As a result of the Notice, the Services Agreement is expected to expire in accordance with its terms on March 31, 2026.
The parties are negotiating revised terms to take effect upon the expiration of the Services Agreement, however, the outcome of the discussion with Google, including whether an agreement on revised terms will be proposed or entered into, remains uncertain. For the years ended December 31, 2025 and 2024, 99% and 97%, respectively, of the revenue earned by the Search segment was earned pursuant to the Services Agreement. See “Note 2—Summary of Significant Accounting Policies” to the financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional information on the Services Agreement.
On January 20, 2025, the Company entered into a further amendment to its Services Agreement (the “Amendment”), with the amended terms to be effective on April 1, 2025. Following the execution of the Amendment, the expiration date of the Services Agreement was extended from March 31, 2025 to March 31, 2026, with an automatic renewal for an additional one-year period absent a notice of non-renewal from either party on or before December 31, 2025.
Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have inrendered the past (and could in the future) require modifications to,obsolete or prohibit and/or render obsoleteprohibited certain of our products, services and/or business practices, which have negatively impacted revenue and been costly to addressaddress, (and couldwhich have had, and may be expected to in the future), whichto have had and could havehave, an adverse effect on our business, financial condition and results of operations. Further, changes to certain of the economic terms of the Services Agreement will become effective April 1, 2025 and the Company expects this could negatively impact Search revenue. See “Note 2—Summary of Significant Accounting Policies” to the financial statements included in “Item 8—Financial Statements and Supplementary Data” for additional information on the Services Agreement with Google.
Dotdash Meredith Restructuring and Other Charges
What changed in the latest 10-Q
Risk Factors
New heading “Our strategic initiatives may not be successful”
Largest changes
“•potential effects on reported results of operations, including possible impairment charges related to goodwill or other intangible assets.”see in full comparison
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 allocationsee in full comparisonstrategy andstrategy, (xxii) risks related totheour planned corporateconsolidation.consolidation and (xxiii) risks relating to our proposal made to MGM for a potential transaction, including the timing, completion and terms of any such transaction, the receipt of any required approvals and financing, the realization of anticipated benefits, and related litigation and other uncertainties.
“•incremental expenses, including legal, administrative, restructuring, and compensation costs, that may arise in connection with evaluating or implementing such actions or initiatives, including costs related to hiring or terminating employees;”see in full comparison
“Any strategic initiative, business, technology, service, or product that we may pursue, acquire, invest in, reposition, or divest may not perform as anticipated or deliver the expected benefits. In addition, from time to time we may allocate capital to share repurchases or other capital return initiatives, which may not achieve the desired results, including with respect to enhancing long-term stockholder value. …”see in full comparison
“Our long-term strategy may include, from time to time, evaluating and pursuing a range of strategic actions and initiatives, including expansion into product lines beyond our traditional digital and print publishing businesses, changes to our operating or organizational structure, adjustments to investment priorities, directional strategy, cost structure or capital allocation, and the acquisition, minority investment in, merger with, or divestiture or separation of certain businesses. …”see in full comparison
Full comparison: every changed paragraph (12)
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 andstrategy, (xxii) risks related to theour planned corporate consolidation.consolidation and (xxiii) risks relating to our proposal made to MGM for a potential transaction, including the timing, completion and terms of any such transaction, the receipt of any required approvals and financing, the realization of anticipated benefits, and related litigation and other uncertainties.
Certain of these and other risks and uncertainties are described in IAC’sthe Company’s filings with the SEC, including under the caption Part I-Item 1A-Risk Factors of our annual report on 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 20, 2026 (the “Annual Report”). Other unknown or unpredictable factors that could also adversely affect IAC'sthe Company'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 quarterly report.
ThereExcept as described below, there have been no material changes to the risk factors disclosed in Part I-Item 1A-Risk Factors of our Annual Report. In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed under the caption Part I-Item 1A-Risk Factors of our Annual Report, any or all of which could materially and adversely affect IAC’sthe Company’s business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect IAC’sthe Company’s business, financial condition and/or results of operations.
Our strategic initiatives may not be successful
Our long-term strategy may include, from time to time, evaluating and pursuing a range of strategic actions and initiatives, including expansion into product lines beyond our traditional digital and print publishing businesses, changes to our operating or organizational structure, adjustments to investment priorities, directional strategy, cost structure or capital allocation, and the acquisition, minority investment in, merger with, or divestiture or separation of certain businesses. These types of strategic actions and initiatives, if undertaken, may involve financial, managerial, and operational considerations, including, among others:
•the diversion of management attention from the operation of our existing businesses;
•incremental expenses, including legal, administrative, restructuring, and compensation costs, that may arise in connection with evaluating or implementing such actions or initiatives, including costs related to hiring or terminating employees;
•costs associated with integrating, developing, scaling, repositioning, or, in the case of a divestiture or separation, separating technology, personnel, customer relationships, and business processes;
•potential exposure to liabilities or operational challenges that may not be identified during planning or due diligence; and
•potential effects on reported results of operations, including possible impairment charges related to goodwill or other intangible assets.
Any strategic initiative, business, technology, service, or product that we may pursue, acquire, invest in, reposition, or divest may not perform as anticipated or deliver the expected benefits. In addition, from time to time we may allocate capital to share repurchases or other capital return initiatives, which may not achieve the desired results, including with respect to enhancing long-term stockholder value. Accordingly, any future strategic initiatives, operational decisions, or capital allocation actions we may consider could involve risks or uncertainties that may adversely affect our business, financial condition, or results of operations.
On June 1, 2026, we announced that we had submitted a non-binding proposal to the board of directors of MGM to acquire all outstanding shares of MGM that we do not already own for $48.30 per share in cash. We do not yet know the outcome of our proposal. However, any such transaction will be subject to all of the risks discussed above.
Management's Discussion & Analysis (MD&A)
New heading “Proposed Acquisition of MGM”
New heading “Shutdown of Search Segment”
New heading “For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025”
Removed heading “Services Agreement with Google and the Shutdown of the Search Segment”
Largest changes
“The operating loss in 2026 of $46.1 million compares to income of $13.6 million in 2025, representing a $59.7 million decline, despite the increase of $14.2 million in Adjusted EBITDA, described below, due primarily to an increase of $54.5 million in stock-based compensation expense, the inclusion in the prior year of $36.2 million in net gains from lease impairments, terminations and amendments and certain asset sales, and $1.6 million in transaction-related costs, partially offset by decreases of $6.8 million in amortization of intangibles, $5.2 million in restructuring costs, including …”see in full comparison
“Prior to the second quarter of 2026, Adjusted EBITDA was defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. …”see in full comparison
Adjusted EBITDA (see in full comparisonAdjustedEarnings Before Interest, Taxes, Depreciation and Amortization) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation;and(3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangibleassets, if applicable,assets and (ii) gains and losses recognized on changes in the fair value of contingent considerationarrangements, if applicable. We believe this measure is useful for investorsarrangements; andanalysts(4)asotherthisspecificmeasureitems,allowsincludingasubsequentmoretrue-upmeaningfuladjustmentscomparisonrelatedbetweentooursuch items, that management believes are not representative of the Company’s core ongoing operating performance and certain items thatofaffectourcomparabilitycompetitors.betweenAdjustedperiods,EBITDAincluding,hasbut not limited to, certainlimitations(i)becauserestructuringitcosts,excludesincludingthecertainimpactseveranceofandtheseemployeeexpenses.separation benefits; (ii) gains and losses from lease impairments, terminations and amendments and certain asset sales; (iii) transaction-related costs; and (iv) litigation-related gains and losses associated with specific matters.
“Operating loss increased $6.8 million, or 91%, to $14.3 million, despite the increase of $7.2 million in Adjusted EBITDA, described below, due primarily to increases of $16.7 million in stock-based compensation expense, $0.8 million in transaction-related costs, $0.4 million in restructuring costs, including certain severance and employee separation benefits, and $0.2 million in depreciation, partially offset by decreases of $3.4 million in amortization of intangibles and $0.5 million in litigation matters. …”see in full comparison
see in full comparison•◦ThePeople Inc. increase was atOther (unallocated corporate costs)andincrease was due primarily tothe$3.7inclusionmillion inthelegalpriorcostsyearrelatedof a net gain of $36.2 million resulting fromto theamendmentantitrustoflitigationaagainstlease,Googlewhich provided for the surrender of certain office space early, anand increase of$2.3$1.5 million instock-basedcompensation expense due primarily to an increase inawardsstock-basedgrantedcompensationsubsequent to the first quarter of 2025 and $2.1 million of costs in 2026 related to the antitrust litigation against Google.expense.
“◦The Other (unallocated corporate costs) increase was due primarily to the inclusion in the prior year of a net gain of $36.2 million resulting from the amendment of a lease, which provided for the surrender of certain office space early and $5.9 million in legal costs due primarily to the antitrust litigation against Google and increase of $3.5 million in compensation expense resulting from an increase in stock-based compensation expense.”see in full comparison
Full comparison: every changed paragraph (141)
On June 4, 2026, IAC Inc. changed its name to People Incorporated (NASDAQ: PPLI), which is the owner of publisher, People Inc. Group. People Incorporated also holds a significant minority stake in MGM Resorts International (“MGM”).
On June 30, 2026, Dotdash Meredith Inc. amended and restated its certificate of incorporation to change its name to People Inc. Group. As used herein, “People Inc.” refers to People Inc. Group.
IAC today primarily comprises leading publisher People Inc. and its strategic equity positions in MGM Resorts International (“MGM”) and Turo Inc. (“Turo”).
As used herein, “IAC,People Incorporated,” the “Company,” “we,” “ourour,” or “us” and other similar terms refer to IACPeople Inc.Incorporated and its subsidiaries (unless the context requires otherwise).
Proposed Acquisition of MGM
On June 1, 2026, the Company announced that it submitted a non-binding proposal to the board of directors of MGM to acquire all outstanding shares of MGM that the Company does not already own for $48.30 per share in cash. The Company reserves the right to withdraw or modify the proposal at any time, or to terminate discussions and negotiations at any time in our sole discretion. No legal obligation with respect to our proposal or any other matter will arise unless and until we have executed definitive transaction documentation with MGM.
IAC Corporate Restructuring
On April 28, 2026, IAC announced it is changing its name to “People Incorporated” as it continues to sharpen its focus on its People Inc. business and its investment in MGM.
AheadOn ofApril its name change to “People Incorporated,” which is expected to occur in or before August28, 2026, the Company has initiated a plan to consolidate its corporate functions with those of People Inc. through a reduction in workforce, technology integrations and other cost-saving measures over the coming quarters (the “Plan”). The Plan is expected to be completed byduring the first quarter of 2027.
The Companytotal expectscosts expected to incurbe incurred in connection with the Plan are approximately $63.0 million, including approximately $14.0 million in severance and relatedemployee expenses,separation of which $10.3 million was accrued at March 31, 2026 and is included in “General and administrative expense” in the statement of operations,benefits, $48.0 million in stock-based compensation expense and $0.5 million to $1.0 million in other costs related to the Plan. The aforementionedtotal expected stock-based compensation expense includes approximately $16.0 million of expense that accelerates based on the original terms of employee award agreements and $32.0 million of expense associated with awards that were modified to vest in connection with the Plan.Plan Theand total$16.0 costsmillion expectedof toexpense be incurred in connectionassociated with awards that accelerate based on the Planoriginal areterms approximatelyof $63.0the million.award agreements. 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 these 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.
During the three and six months ended June 30, 2026, the Company incurred $0.8 million and $11.1 million of severance and employee separation benefits, respectively, related to the Plan, net of reversals of$0.5 million of previously recorded accrued costs. During both the three and six months ended June 30, 2026, the Company incurred $25.8 million of stock-based compensation expense and $0.2 million of other costs related to the Plan. All charges related to the Plan are included in “General and administrative expense” in the statement of operations. At June 30, 2026, $11.1 million in severance and employee separation benefits is accrued related to the Plan, which is included in “Accrued expenses and other current liabilities” in the balance sheet.
As the Company moves away from its holding company structure and in connection with the Plan, Christopher Halpin will cease to serve as Executive Vice President,President (“EVP”), Chief Operating Officer and Chief Financial Officer (“CFO”) of the Company, and Kendall Handler will cease to serve as Executive Vice PresidentEVP and Chief Legal Officer of the Company, in each case, effective onAugust the filing of the Company’s Form 10-Q for the quarter ending June 30,5, 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, uponUpon the Separation Effective Date, Neil Vogel, who currently servesserved as Chief Executive Officer (“CEO”) of People,People Inc., will become Chief Executive OfficerCEO of the Company, and TimTimothy Quinn, who currently servesserved as the Chief Financial OfficerCFO of People,People Inc., will become Chief Financial OfficerCFO of the Company. Mr. Halpin and Ms. Handler have each entered into employment transition agreements with the Company, each dated April 27, 2026, pursuant to which each executive will continue to serve in their respective positions through the Separation Effective Date.
Shutdown of Search Segment
On December 10, 2025, the Company received a notice of non-renewal (the “Notice”) from Google Inc. of the services agreement, dated October 26, 2015 and as subsequently amended (the “Services Agreement”). As a result of the Notice, the Services Agreement was due to expire on March 31, 2026; the Services Agreement was extended through April 30, 2026, at which point the Services Agreement expired. In connection with the expiration of the Services Agreement the Company ceased operations of its Search segment, which are presented as discontinued operations within the Company’s consolidated financial statements for all periods presented.
On March 16, 2026, IACthe Company completed the sale of its wholly-owned subsidiary, Care.com, for net proceeds of $295.7$300.2 million. In July 2026, the remaining $4.5 million of cash proceeds, which was held in escrow at June 30, 2026, was received by the Company. As a result of the transaction, the consolidated operations of Care.com are presented as discontinued operations within IAC’sthe Company’s consolidated financial statements for all periods prior to March 16, 2026.
On March 31, 2025, IACthe Company completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IACthe Company to holders of its common stock and Class B common stock. Following the Distribution, IACthe Company no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the consolidated operations of Angi are presented as discontinued operations within IAC’sthe Company’s consolidated financial statements for all periods prior to March 31, 2025.
IACBusinesses Businessesof the Company (for additional information see “Note 56—Segment Information” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):
•People Inc. - one of the largest digital and print publishers in America and is committedhome to content—made by people for people—that delights, teaches, inspires and entertains. More than 175 million people trust People Inc. each month to help them make decisions, take action, and find inspiration. People Inc.’s over 40 iconiccelebrated brandsbrands, includeincluding PEOPLE, Better Homes & Gardens, Verywell, Food & Wine, Travel + Leisure, Allrecipes,InStyle, REALBetter SIMPLE,Homes Investopedia& Gardens and Southern Living.Living, attracting more than 175 million consumers each month. People Inc. has two operating segments: (i) Digital, which includes its digital, mobile and licensing operations; and (ii) Print, which includes its magazine subscription and newsstand operations;
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, our legacy desktop search software business, which includes our business-to-business partnership operations and the remaining installed base of our direct-to-consumer downloadable desktop applications; and
•The Daily BeastBeast, IAC Films and IACthe Films.operations of certain legacy businesses.
•People Inc.
•Cost of revenue (exclusive of depreciation) - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; production, distribution and editorial costs of the People Inc. Print segment; traffic acquisition costs, which include payments made to partners that direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications; content costs; purchases of advertising inventory for advertising campaigns sold with People’sPeople Inc.’s D/Cipher product; and hosting fees. Traffictraffic acquisition costscosts, which include payment of amounts based on revenue share and other arrangements.arrangements; and hosting fees.
•Term Loan A-1 - due May 14, 2030. On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for a new five-year $150 million revolving credit facility (“Revolving Facility”). At MarchJune 31,30, 2026 and December 31, 2025, the outstanding balance of the Term Loan A-1 was $336.9$332.5 million and $341.3 million, respectively, and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 5.67%5.65% and 5.73%, respectively. The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025, of $4.4 million through December 31, 2027, $8.8 million thereafter through December 31, 2028 and $13.1 million thereafter through maturity.
•Term Loan B-2 - due June 16, 2032. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). At MarchJune 31,30, 2026 and December 31, 2025, the outstanding balance of the Term Loan B-2 was $698.3$696.5 million and $700.0 million, respectively, and bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.17%7.12% and 7.37%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments of $1.8 million, which commenced March 31, 2026 through maturity.
•2032 Notes - due June 15, 2032. At MarchJune 31,30, 2026 and December 31, 2025, the outstanding balance of the 2032 Notes was $400.0 million.
•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a non-GAAP financial measure. Beginning with the second quarter of 2026, the Company revised its definition of Adjusted EBITDA to also exclude certain items that management believes are not representative of the Company’s core ongoing operating performance and certain items that affect comparability between periods. Adjusted EBITDA for prior periods has been recast to conform to the current period presentation. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
Services Agreement with Google and the Shutdown of the Search Segment
On December 10, 2025, the Company received a notice of non-renewal (the “Notice”) from Google of the services agreement, dated October 26, 2015 and as subsequently amended (the “Services Agreement”). As a result of the Notice, the Services Agreement was due to expire on March 31, 2026; the Services Agreement was extended through April 30, 2026, at which point the Services Agreement expired. As a result, the Company ceased operations of its Search segment. The operations of the Search segment will be presented as discontinued operations within IAC’s financial statements in the second quarter of 2026 and prior periods will reflect Search as discontinued operations to conform to this presentation.
For both the three months ended March 31, 2026 and 2025, 99% of the revenue earned by the Search segment was earned pursuant to the Services Agreement. See “Note 1—The Company and Summary of Significant Accounting Policies” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information on the Services Agreement.
Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 Compared to the Three and Six Months Ended MarchJune 31,30, 2025
◦The Digital increase was due primarily to increases of $8.3$8.9 million, or 26%,23%, in Licensing and Other revenue,revenue $8.2and $6.7 million, or 16%,12%, in Performance marketing revenue, net of intersegment eliminations, andpartially $1.6offset million,by ora 1%,decrease of $0.6 million in Advertising revenue. The increase in Licensing and Other revenue was due primarily to improved performance of Apple News+ and content syndication partners and from the contribution from Meta,of a content partnership whichwith Meta that was signed in the fourth quarter of 2025. The increase in Performance marketing revenue was due primarily to an increase in affiliate commerce commission revenue due primarily to higher transaction volumesvolumes. andAdvertising therevenue achievementdecreased ofslightly volume-relateddue retailerprimarily incentiveto programs,lower premium programmatic volume, partially offset by adirect-sold decreaseadvertising in performance marketing service revenuegrowth primarily in the Finance category. The increase in Advertising revenue was due primarily to growth in direct-sold premium advertising infrom the Health and Pharmaceuticals, HomeMedia and Consumer Packaged GoodsEntertainment and TechnologyBeauty and TelecommunicationsStyle categoriescategories, ashigher wellopen asprogrammatic advertising revenue, other Non-session-based revenue, including the contribution from the acquisition of Feedfeed, which was acquired in the fourth quarter of 2025, and increased contribution from the D/Cipher+ advertising productproduct. and other Non-session-based revenue, partially offset by declines in premium programmatic volume. Additionally, openOpen programmatic advertising revenue decreasedincreased due primarily to higher programmatic rates, partially offset by lower impression volumes driven by a 17%22% decline in Core Sessions, due primarily to the impact of the increasing prominence of Google AI Overviews on Google search sessions, partially offset by higher programmatic rates.sessions. The Company expects the increasing prominence of Google AI Overviews to continue to negatively impact Core Sessions and advertising revenue.
◦The Print decrease was due primarily to decreases of $12.9$15.2 million, or 17%,21%, in subscription revenue, $7.6$7.1 million, or 20%,19%, in advertising revenue, $2.5$1.7 million, or 16%,11%, in project and other revenue and $2.2$1.2 million, or 27%,5%, in performance marketingnewsstand revenue. The decreases in both subscription revenue, advertising revenue,revenue and performance marketingadvertising revenue are all due, in part,due to ongoing portfolio optimization changes that resulted in a reduction in the number of issues sold in the current year compared to the prior year and the ongoing and continuing broader migration of audience from print to digital platforms. The decrease in project and other revenue was due primarily to fewer project-related contracts compared to the prior year. The decrease in newsstand revenue was due primarily to less favorable rates under a renewed contract with a wholesaler.
•Search revenue decreased $53.2 million, or 76%, to $17.1 million due to decreases of $46.4 million, or 80%, from Ask Media Group due primarily to frequent Google algorithm changes and policy updates, as well as the revised terms of the Services Agreement that became effective April 2025, resulting in a reduction in marketing through affiliate partners, which drove fewer visitors to our ad-supported search and content websites, and $6.8 million, or 54%, from Desktop due primarily to continued decline in search queries.
•Emerging & Other revenue increased $1.8$4.2 million, or 10%,26%, to $20.1$20.0 million due primarily to increases of $2.3$3.0 million, or 36%,53%, from The Daily Beast and $0.9$1.2 million, or 8%,12%, from Vivian Health,Health. partiallyThe offset by a decreaseincrease in revenue offrom $1.3The million,Daily orBeast 74%,was driven by content licensing, advertising and subscription revenue growth. The increase in revenue from IACVivian Films.Health was due to higher subscription and usage revenue, due in part to the contribution from its AI Assistant subscription product launched in fourth quarter of 2025.
•People Inc. revenue decreased $18.0 million, or 2%, to $802.4 million, despite the increase of $33.0 million, or 7%, from Digital, net of intersegment eliminations, due to a decrease of $51.1 million, or 16%, from Print.
◦The Digital increase was due primarily to increases of $17.2 million, or 24%, in Licensing and Other revenue, $14.9 million, or 14%, in Performance marketing revenue, net of intersegment eliminations, and $0.9 million in advertising revenue. The increases in Licensing and Other revenue and Performance marketing revenue were due primarily to the factors described above in the three-month discussion. The increase in Performance marketing revenue was further impacted by the achievement of certain volume-related retailer incentive programs. The increase in advertising revenue was due primarily to growth in direct-sold premium advertising from the Health and Pharmaceuticals, Beauty and Style and Media and Entertainment categories, increased contribution from the D/Cipher+ advertising product and other Non-session-based revenue, partially offset by lower premium programmatic volume.
◦The Print decrease was due primarily to decreases of $28.1 million, or 19%, in subscription revenue, $14.7 million, or 20%, in advertising revenue, $4.1 million, or 13%, in project and other revenue and $2.7 million, or 20%, in performance marketing revenue. The decreases in subscription revenue, advertising revenue, and project and other revenue are all due, in part, to the factors described above in the three-month discussion. The decrease in performance marketing revenue was due to a decrease in renewals following the discontinuation of certain retail relationships.
•Emerging & Other revenue increased $6.0 million, or 17%, to $40.1 million due primarily to increases of $5.2 million, or 44%, from The Daily Beast and $2.1 million, or 10%, from Vivian Health, partially offset by a decrease in revenue of $1.4 million, or 74%, from IAC Films. The increase in revenue from The Daily Beast and Vivian Health was due primarily to the factors described above in the three-month discussion.
Cost of revenue in 2026 decreased from 2025 due primarily to decreasesa decrease of $23.4 million from Search and $5.1$5.4 million from People Inc.Inc., partially offset by an increase of $1.2 million from Emerging & Other.
•The People Inc. decrease was due to decreases of $4.7 million from Print and $0.7 million from Digital.
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $24.0 million following a decrease in revenue and the proportion of revenue earned from affiliate partners who direct traffic to our websites.
•◦The People Inc.Print decrease was due primarily to a decreasedecreases of $6.0 million from Print due primarily to a decrease of $6.8$3.1 million in production and distribution costs (paper, postage, paper, printing and editorial) resulting from the planned reduction in the number of printed copies of certain publications and $1.5 million in compensation expense due primarily to a corresponding reduction in the consumption of paper.headcount.
◦The Digital decrease was due primarily to decreases of $2.0 million in content costs and $0.8 million related to the purchase of advertising inventory for advertising campaigns sold by a legacy business as it increases its use of D/Cipher technology, partially offset by an increase of $2.5 million in revenue share payments to third parties. The decrease in content costs resulted from lower advertising revenue and a decline in Core Sessions.
•The Emerging & Other increase was due primarily to an increase of $0.8 million from The Daily Beast resulting from increases in compensation expense of $0.4 million due primarily to higher headcount and $0.2 million in content costs.
Cost of revenue in 2026 decreased from 2025 due to a decrease of $10.5 million from People Inc., partially offset by an increase of $2.1 million from Emerging & Other.
•The People Inc. decrease was due primarily to a decrease of $10.7 million from Print due primarily to a decrease of $10.4 million in production and distribution costs (postage, paper, printing and editorial) and $1.6 million in compensation expense. The decrease in both production and distribution costs and compensation expense were due primarily to the factors described above in the three-month discussion.
•The Emerging & Other increase was due primarily to an increase of $1.3 million from The Daily Beast resulting from increases in compensation expense of $0.8 million due primarily to the factor described above in the three-month discussion and content costs of $0.3 million.
Selling and marketing expense in 2026 decreased from 2025 due to decreases of $20.8 million from Search and $3.7 million from People Inc.
•The Search decrease was due primarily to a decrease of $22.1 million in online marketing spend as Search reduced its marketing efforts due primarily to frequent Google algorithm changes and policy updates, partially offset by $1.5 million in severance and related expenses resulting from the anticipated shutdown of the Search segment in the second quarter of 2026. See “Services Agreement with Google and the Shutdown of the Search Segment” above for further discussion.
•TheSelling Peopleand Inc.marketing decreaseexpense wasin 2026 decreased from 2025 due primarily to a decrease of $12.0$9.3 million from People Inc. resulting from a decrease of $14.5 million from Print, net of intersegment eliminations, partially offset by an increase of $8.4$5.2 million from Digital.
◦•The Print decrease was due primarily to a decrease of $10.4$12.5 million in subscription acquisition costs due primarily to the on-going portfolio optimization changes that reduced the number of issues produced compared to the prior year.
◦•The Digital increase was due primarily to an increase of $7.5$4.1 million in advertising and events production expense resulting from an increase in online marketing spend due primarily to an increase in paid affiliate commerce commission revenue and a new initiative to improve sales channels.revenue.
Selling and marketing expense in 2026 decreased from 2025 due to a decrease of $12.9 million from People Inc. resulting from a decrease of $26.5 million from Print, net of intersegment eliminations, partially offset by an increase of $13.6 million from Digital.
•The Print decrease was due primarily to a decrease of $22.9 million in subscription acquisition costs due primarily to the factor described above in the three-month discussion.
•The Digital increase was due primarily to an increase of $11.3 million in advertising expense due primarily to the factor described above in the three-month discussion and a new initiative to improve sales channels.
General and administrative expense in 2026 increased from 2025 due primarily to increases of $39.5$17.7 million from Corporate and $8.4 million from People Inc. and $28.0 million from Corporate,Inc., partially offset by a decrease of $6.4$9.0 million from Emerging & Other.
•The Corporate increase was due primarily to an increase in compensation expense of $19.6 million due primarily to an increase of $18.4 million in stock-based compensation expense and $0.8 million in severance and employee separation benefits resulting from the planned reduction in workforce as the Company consolidates its corporate functions with those of People Inc. The increase in stock-based compensation expense is due primarily to the acceleration and modification of stock-based awards related to the Plan. See “Corporate Restructuring” above for additional information on the reduction in workforce.
•The People Inc. increase was due primarily to increase of $4.7 million from Other (unallocated corporate costs) and $4.0 million from Digital.
•◦The People Inc. increase was at Other (unallocated corporate costs) andincrease was due primarily to the$3.7 inclusionmillion in thelegal priorcosts yearrelated of a net gain of $36.2 million resulting fromto the amendmentantitrust oflitigation aagainst lease,Google which provided for the surrender of certain office space early, anand increase of $2.3$1.5 million in stock-based compensation expense due primarily to an increase in awardsstock-based grantedcompensation subsequent to the first quarter of 2025 and $2.1 million of costs in 2026 related to the antitrust litigation against Google.expense.
◦The Digital increase was due primarily to $3.3 million in legal costs due to an accrual for a certain legal matter.
PPLI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 6,878 shares, about $278.8K). Net open-market shares: -6,878 (purchases minus sales); net value about -$278.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Lourd Bryan |
Grant/award | 387 | $41.96 | $16.2K |
| 2026-09-30 | Seferian Maria |
Grant/award | 297 | $41.96 | $12.5K |
| 2026-09-30 | Clinton Chelsea |
Grant/award | 148 | $41.96 | $6.2K |
| 2026-09-30 | Eisner Michael D |
Grant/award | 342 | $41.96 | $14.4K |
| 2026-06-30 | Clinton Chelsea |
Grant/award | 135 | $46.16 | $6.2K |
| 2026-06-30 | Lourd Bryan |
Grant/award | 352 | $46.16 | $16.2K |
| 2026-06-30 | Eisner Michael D |
Grant/award | 311 | $46.16 | $14.4K |
| 2026-06-30 | Seferian Maria |
Grant/award | 271 | $46.16 | $12.5K |
| 2026-06-18 | Clinton Chelsea |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Braham Tor |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Eisner Michael D |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Lourd Bryan |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Von Furstenberg Alexander |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Seferian Maria |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Spoon Alan G |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Zannino Richard F |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Rosenblatt David S |
Option exercise | 2,263 | — | — |
| 2026-06-18 | Hammer Bonnie S |
Option exercise | 2,263 | — | — |
| 2026-06-15 | Rosenblatt David S |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Von Furstenberg Alexander |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Spoon Alan G |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Zannino Richard F |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Lourd Bryan |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Hammer Bonnie S |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Clinton Chelsea |
Option exercise | 1,609 | — | — |
| 2026-06-15 | Eisner Michael D |
Option exercise | 1,609 | — | — |
| 2026-06-11 | Zannino Richard F |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Seferian Maria |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Rosenblatt David S |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Lourd Bryan |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Von Furstenberg Alexander |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Spoon Alan G |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Hammer Bonnie S |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Eisner Michael D |
Option exercise | 2,076 | — | — |
| 2026-06-11 | Clinton Chelsea |
Option exercise | 2,076 | — | — |
| 2026-05-12 | Schwerdtman Michael H |
Open-market sale | 6,878 | $40.54 | $278.8K |
Well-known investors holding PPLI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Southeastern Asset Management (Longleaf) | 2026-06-30 | 3,131,835 | $144.6M | 7.54% | Reduced 22% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,723,710 | $125.5M | 0.04% | Added 24% |
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 2,394,024 | $110.5M | 0.47% | Reduced 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 573,184 | $26.5M | 0.02% | Added 480% |
| Renaissance Technologies | 2026-06-30 | 444,827 | $20.5M | 0.03% | New position |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 399,173 | $18.4M | 0.04% | Added 83% |
| D. E. Shaw & Co. | 2026-06-30 | 57,762 | $2.7M | 0.0% | Reduced 6% |
| Two Sigma Investments | 2026-06-30 | 39,830 | $1.8M | 0.0% | Added 45% |
| Millennium Management (Israel Englander) | 2026-06-30 | 10,695 | $493.7K | 0.0% | Reduced 95% |