10-K/A: IAC Amends 2025 Annual Report, Details Governance & Compensation

Sentiment:

Annual Report Amendment 1 April 2026 4:30 PM

IAC Inc. filed an amendment to its 2025 annual report, providing comprehensive details on corporate governance, executive compensation, and related party transactions, including the CEO transition.

Summary

IAC Inc. filed an Amendment No. 1 on Form 10-K/A to its Annual Report for the fiscal year ended December 31, 2025, primarily to include information for Part III (Items 10-14) and Section 302 certifications, which were previously omitted.
Joseph Levin transitioned out of his role as Chief Executive Officer and Board member effective March 31, 2025, and was appointed Executive Chairman of Angi Inc. as of April 1, 2025.
Following Mr. Levin's departure, IAC does not currently intend to appoint a new CEO; Christopher Halpin (EVP, COO, CFO) and Kendall Handler (EVP, Chief Legal Officer, Secretary) now report directly to Chairman and Senior Executive Barry Diller.
The Board of Directors consists of 12 members, with 9 independent directors, and oversees risk management, including financial, information security, cybersecurity, and compensation-related risks.
Executive compensation for 2025 included base salaries, annual cash bonuses, and equity awards (RSUs), with a philosophy emphasizing variable, contingent compensation and long-term equity ownership.
Consolidated operating income (loss) and Adjusted EBITDA improved in 2025 relative to 2024, despite a general decline in revenue across businesses.
IAC ended 2025 with approximately $960 million in cash and cash equivalents and marketable debt securities, with $284 million held by People Inc. (formerly Dotdash Meredith Inc.).
The company completed the Angi Spin-Off, initiated the sale process for its Care.com business and other non-core businesses, and increased its ownership in MGM Resorts International to 25%.
Related party transactions include cost-sharing and aircraft arrangements with Expedia Group, and post-spin-off agreements with Vimeo, which was acquired by Bending Spoons US Inc. on November 24, 2025.
Auditor fees paid to Ernst & Young LLP for 2025 totaled $7,507,481, including $7,317,481 for audit services.
The ratio of the former CEO's (Joseph Levin) 2025 annual total compensation ($17,601,042) to the median employee's annual total compensation ($65,754) was approximately 268 to one, significantly impacted by severance-related compensation for Mr. Levin.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting solid corporate governance updates and strategic portfolio streamlining. The improved operational metrics and strong cash position are favorable, though the revenue decline across businesses and the significant CEO severance package warrant careful consideration.

Positives

Consolidated operating income (loss) and Adjusted EBITDA improved in 2025 relative to 2024, indicating better operational efficiency.
IAC maintained a strong cash position, ending 2025 with approximately $960 million in cash and marketable debt securities, providing flexibility for future growth and expansion.
Strategic initiatives were successfully executed, including the completion of the Angi Spin-Off and the initiation of the sale process for the Care.com business and other non-core assets, streamlining the portfolio.
The company increased its ownership in MGM Resorts International to 25% through share repurchases and additional purchases, signaling confidence in this investment.
Stockholders demonstrated strong support for the executive compensation program, with approximately 97% of shares voted in favor of the 2025 say-on-pay proposal.
People Inc. (formerly Dotdash Meredith Inc.) saw an increase in digital revenue and entered into strategic AI content partnerships, indicating growth in key digital areas.

Negatives

Revenue generally declined across IAC's various businesses in 2025 relative to 2024.
The CEO transition involved significant severance-related compensation for Joseph Levin, totaling $17,160,001 in cash and fully vested Angi Inc. Class A common stock, which substantially inflated his 2025 total compensation.

Risks

Imprudent acceptance of risks or failure to appropriately identify and mitigate risks could adversely impact IAC stockholder value.
Information security and cybersecurity are key risks to IAC and its various businesses, requiring ongoing management and oversight.
Compensation policies and programs are periodically assessed for material risks, though IAC believes its current policies do not encourage excessive or unnecessary risk-taking.

Future Outlook

IAC does not currently intend to appoint a new Chief Executive Officer, with Chairman and Senior Executive Barry Diller providing strategic oversight and working closely with Christopher Halpin (EVP, COO, CFO) and Kendall Handler (EVP, Chief Legal Officer, Secretary) on day-to-day operations. The company plans to continue evaluating the appropriate form of equity-based incentive awards as market conditions evolve and will continue to invest in its businesses and identify new opportunities for expansion.

Management Comments

Barry Diller certified that, based on his knowledge, the annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
Christopher Halpin certified that, based on his knowledge, the annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
The Board believes that direct leadership from Mr. Diller, leveraging his extensive industry experience and proven ability to navigate complex environments, is in the best interests of IAC and its shareholders at this time.
IAC's executive compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable IAC to meet its growth objectives.
IAC believes that its compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on IAC.

Industry Context

StockSavvy.ai notes that IAC's strategic moves, such as the Angi Spin-Off and the initiation of the Care.com sale process, reflect a broader industry trend among diversified holding companies to streamline portfolios and focus on core, high-growth assets. The emphasis on digital revenue growth at People Inc. and strategic AI content partnerships aligns with the increasing importance of digital transformation and artificial intelligence across media and e-commerce sectors. The competitive compensation structure, with a focus on long-term equity, is a common strategy in the technology and media industries to attract and retain entrepreneurial talent, competing with both established public companies and agile venture-backed firms. The significant pay ratio, while influenced by a one-time severance, highlights ongoing scrutiny of executive compensation in the current corporate governance landscape.

Comparison to Industry Standards

IAC's board composition, with 9 out of 12 directors being independent, aligns with strong corporate governance practices seen in leading public companies like Expedia Group and MGM Resorts International, where several IAC directors also serve.
The adoption of a compensation clawback policy in 2023 and a formal stock ownership policy for executives and directors demonstrates adherence to evolving corporate governance benchmarks, similar to practices at companies like The Estée Lauder Companies, Inc. and Danaher Corporation.
The executive compensation structure, emphasizing variable and long-term equity incentives, is comparable to practices at other technology and media conglomerates, such as those observed at Match Group (a former IAC segment) and Warner Bros. Discovery, aiming to align management interests with long-term shareholder value.
The reported CEO to median employee pay ratio of 268 to one for 2025, while significantly impacted by Joseph Levin's severance, is on the higher end compared to many S&P 500 companies, though direct comparability is limited due to varying methodologies and company-specific events like major executive transitions.
The company's cash position of approximately $960 million at year-end 2025 provides a solid liquidity base, comparable to the financial flexibility sought by well-established diversified internet and media companies to fund organic growth and strategic acquisitions.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Board Member	Joseph Levin	N/A (no new CEO appointed)	March 31, 2025	Transition out of role as CEO and resignation from Board, as announced on January 13, 2025, in connection with the Angi Spin-Off.
Executive Chairman of Angi Inc.	N/A	Joseph Levin	April 1, 2025	Appointment following his transition from IAC CEO role.
Reporting Structure	Christopher Halpin and Kendall Handler reported to CEO	Christopher Halpin and Kendall Handler report directly to Barry Diller (Chairman and Senior Executive)	March 31, 2025	Following the CEO Transition and the decision not to appoint a new CEO.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Filing Amendment	Amendment No. 1 on Form 10-K/A filed to include previously omitted Part III information (Items 10-14) and Section 302 certifications from the original 2025 Annual Report.	April 1, 2026	Enhances transparency and regulatory compliance by providing detailed disclosures on directors, executive compensation, security ownership, related party transactions, and principal accountant fees.
Clawback Policy	Adopted a compensation clawback policy in 2023 in accordance with Dodd-Frank Act rules, allowing mandatory recovery of erroneously awarded incentive-based compensation from executive officers in the event of certain accounting restatements.	2023	Strengthens accountability and aligns executive incentives with accurate financial reporting, mitigating risks of financial misconduct.
Stock Ownership Policy	Maintains a formal stock ownership policy for Board members and executive officers, requiring them to accumulate and hold a minimum target of IAC common stock (e.g., 10x base salary or 49,600 shares for Chairman, 3x base salary or 17,900 shares for other executives).	April 2022 (effective date of policy)	Further aligns the interests of management and directors with those of stockholders, promoting long-term value creation and responsible decision-making.
Securities Trading Policy	Adopted a policy prohibiting Covered Persons (directors, officers, employees, consultants) from engaging in publicly traded options, warrants, puts/calls, short sales, hedging transactions, and pledging of IAC securities.	N/A (policy in place)	Designed to promote compliance with insider trading laws and prevent speculative or risk-offsetting transactions that could misalign interests with long-term shareholder value.
Director Independence	The Board determined that 9 out of 12 directors (Messrs. Braham, Eisner, Lourd, Rosenblatt, Spoon, Zannino and Mses. Clinton, Hammer, Seferian) satisfy Nasdaq's director independence requirements.	N/A (ongoing determination)	Ensures robust oversight and independent judgment on key matters, particularly within the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees, which are comprised solely of independent directors.
Non-Employee Director Compensation	Updated compensation arrangements effective June 18, 2025, increasing annual retainers for committee members and chairs, and providing annual RSU grants with a dollar value of $250,000.	June 18, 2025	Aims to attract and retain high-quality non-employee directors and further align their interests with stockholders through equity ownership.
Board Leadership Structure	Barry Diller serves as both Chairman and Senior Executive; no new CEO appointed following Joseph Levin's departure, with Christopher Halpin and Kendall Handler reporting directly to Mr. Diller.	March 31, 2025	Leverages Mr. Diller's extensive experience for strategic oversight, while Halpin and Handler focus on day-to-day operations. This centralized leadership structure may offer agility but concentrates significant authority.
Risk Oversight Framework	Management assesses and manages risks daily, with an Executive Risk Committee reviewing and prioritizing risks, which are then discussed semi-annually with the Audit Committee and annually with the Board.	N/A (ongoing framework)	Provides a structured approach to identifying, assessing, and mitigating strategic, financial, operational, information security, and regulatory risks, enhancing overall corporate resilience.

Related Party Transactions

Mr. Diller, as Chairman and Senior Executive, has consent rights over limited matters if IAC's total debt to EBITDA ratio exceeds four to one over a continuous twelve-month period, pursuant to a governance agreement.
Joseph Levin entered into an employment transition agreement (ETA) in January 2025, agreeing to provide consulting services to IAC for six years post-CEO transition, in exchange for an annual fee of $3,000,000.
IAC and Expedia Group share certain expenses (Shared Costs) related to Mr. Diller's use of resources and benefits, with each company covering 50% of these costs, totaling approximately $502,000 billed to Expedia Group by IAC in 2025.
IAC and Expedia Group each hold a 50% ownership interest in two aircraft, with cost-sharing arrangements for fixed and variable costs, amended in December 2025 to allocate all costs pro-rata based on usage, except for Mr. Diller's flights (50/50 split).
IAC billed Expedia Group approximately $614,500 in 2025 for the use of additional aircraft owned by an IAC subsidiary, which was sold in Q4 2025.
IAC made approximately $3.8 million in payments to an entity jointly owned by IAC and Expedia Group for flight crew compensation and benefits in 2025.
Expedia Group leases office space at IAC's corporate headquarters, paying approximately $853,000 to IAC in 2025.
Post-Vimeo Spin-Off, IAC and Vimeo had various agreements (separation, tax matters, employee matters, commercial), with no material outstanding payables or receivables to IAC from Vimeo for 2025, and Vimeo was acquired by Bending Spoons US Inc. on November 24, 2025.

Stakeholder Impact

Shareholders: The detailed corporate governance and executive compensation disclosures provide greater transparency, while strategic portfolio adjustments (Angi spin-off, Care.com sale process) aim to enhance long-term value. The high CEO-to-median-employee pay ratio, though influenced by severance, may draw scrutiny.
Employees: The compensation philosophy emphasizes attracting and retaining talent with entrepreneurial backgrounds, and the stock ownership policy aims to align employee interests with company performance. The median employee compensation provides a benchmark for overall workforce remuneration.
Customers: Strategic initiatives like the rebranding of Dotdash Meredith to People Inc. and entrance into AI content partnerships suggest a focus on enhancing digital offerings and user experience across IAC's various businesses.
Management: The CEO transition and new reporting structure under Barry Diller provide clarity on leadership roles and responsibilities. Executive compensation is designed to motivate and reward performance, with a significant portion at risk.
Creditors: The strong cash position of approximately $960 million at year-end 2025 indicates financial stability, which is favorable for creditors. Mr. Diller's governance agreement includes consent rights tied to the debt-to-EBITDA ratio, providing a safeguard.

Next Steps

Joseph Levin will provide consulting services to IAC for a period of six years following March 31, 2025.
IAC will continue the initiated sale process for its Care.com business and other non-core businesses.
The company will continue to invest in its businesses and identify new opportunities for expansion.
The Compensation and Human Capital Committee will continue to evaluate and refine the executive compensation program, considering evolving best practices and stockholder feedback.
The Audit Committee will review the independence of Compensia (or any other compensation consultant) annually.

Key Dates

Date	Description
August 1995	Barry Diller became a director of IAC.
December 1996	Victor A. Kaufman became a director of IAC.
July 1999	Alan G. Spoon became a member of the board of directors of Danaher Corporation.
February 2003	Alan G. Spoon became a director of IAC.
April 2005	Bryan Lourd became a director of IAC.
August 2005	Expedia, Inc. (now Expedia Group, Inc.) spun off from IAC; Barry Diller became Chairman and Senior Executive of Expedia Group.
October 2007	Michael D. Eisner served as Chairman of The Topps Company.
October 2008	David Rosenblatt served as President, Global Display Advertising, of Google, Inc.
December 2008	David Rosenblatt and Alexander von Furstenberg became directors of IAC.
June 2009	Richard F. Zannino became a director of IAC.
January 2010	Richard F. Zannino became lead independent director and a member of the boards of directors of The Estée Lauder Companies, Inc.
March 2011	Michael D. Eisner became a director of IAC.
September 2011	Chelsea Clinton became a director of IAC.
November 2011	David Rosenblatt became Chief Executive Officer of 1stdibs.com, Inc.
June 2015	Joseph Levin served as Chief Executive Officer of IAC until March 31, 2025.
July 2015	Richard F. Zannino became a member of the board of directors of Ollie's Bargain Outlet.
December 2015	Alexander von Furstenberg became a member of the board of directors of Expedia Group and Vimeo, Inc.
March 2017	Chelsea Clinton became a member of the board of directors of Expedia Group, Inc.
August 2017	The Tornante Company, LLC acquired Portsmouth Community Football Club Limited.
2018	Tor R. Braham served as a member of the board of directors of A10 Networks.
September 2019	Tor R. Braham became Of Counsel at King, Holmes, Paterno and Soriano.
August 2020	Barry Diller became a member of the board of directors of MGM Resorts International.
September 2020	Bonnie S. Hammer served as Vice Chairman of NBCUniversal until December 2024.
January 2022	Christopher Halpin became Executive Vice President and Chief Financial Officer of IAC; Kendall Handler became Executive Vice President and Chief Legal Officer of IAC.
February 2023	Christopher Halpin became Executive Vice President, Chief Operating Officer and Chief Financial Officer of IAC.
December 2023	Maria Seferian became a director of IAC.
February 6, 2025	Grant date for RSU awards to Christopher Halpin and Kendall Handler.
February 10, 2025	Grant date for RSU award to Victor Kaufman.
March 31, 2025	Joseph Levin's CEO Transition and resignation from the Board; completion of the Angi Spin-Off.
April 1, 2025	Joseph Levin appointed Executive Chairman of Angi Inc.
April 7, 2025	The Vanguard Group filed Amendment No. 5 to a Schedule 13G.
June 2025	Tor R. Braham became a director of IAC.
June 18, 2025	Updated director compensation arrangements took effect following the 2025 Annual Meeting.
June 30, 2025	Aggregate market value of voting common stock held by non-affiliates was $2,712,201,206; Measurement Date for Stock Ownership Policy.
July 2025	Dotdash Meredith Inc. rebranded as People Inc.; Alan G. Spoon became a member of the board of Ralliant Corporation.
August 14, 2025	HighSage Ventures LLC filed Amendment No. 3 to a Schedule 13G.
September 10, 2025	Agreement and Plan of Merger for Vimeo Acquisition announced.
October 1, 2025	Date for identifying total number of employees for pay ratio disclosure (5,360 employees).
October 31, 2025	JPMorgan Chase & Co. filed Amendment No. 5 to a Schedule 13G.
November 24, 2025	Bending Spoons US Inc. completed the acquisition of Vimeo.
December 2025	The Company and Expedia Group amended their aircraft cost sharing arrangement.
December 31, 2025	Fiscal year end for the Annual Report on Form 10-K/A.
February 2, 2026	Outstanding shares of Common Stock and Class B Common Stock reported.
February 6, 2026	Grant date for RSU awards to Christopher Halpin and Kendall Handler.
February 13, 2026	Southeastern Asset Management, Inc. filed a Schedule 13G.
February 17, 2026	Aristeia Capital, L.L.C. filed a Schedule 13G.
February 20, 2026	Original Form 10-K filed with the SEC.
March 23, 2026	Date for security ownership information.
April 1, 2026	Date of certifications by Barry Diller and Christopher Halpin for the 10-K/A filing.

Recommendation

hold

This 10-K/A filing primarily provides updated corporate governance and executive compensation details, which are largely administrative and expected disclosures following the original 10-K. While the improved operating income/loss and Adjusted EBITDA are positive, they are mentioned in the context of compensation decisions rather than new financial results. The CEO transition and related severance were previously announced. There are no new material financial or strategic announcements that would significantly alter the company's valuation or investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing confirms existing information and governance practices without introducing new catalysts for a 'buy' or 'sell' decision.

Keywords

SEC Filing, 10-K/A, Annual Report Amendment, Corporate Governance, Executive Compensation, CEO Transition, Risk Management, Related Party Transactions, Financial Reporting, Stock Ownership Policy, Angi Spin-Off, Vimeo Acquisition, Barry Diller, Joseph Levin, Expedia Group, MGM Resorts International, People Inc., Digital Media, E-commerce

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.