Form 4: IAC Director Bonnie Hammer Reports Vesting of Restricted Stock Units and Increased Common Stock Holdings

IAC Inc. Director Bonnie S. Hammer reported the vesting of 2,076 restricted stock units (RSUs) and a corresponding increase in her direct beneficial ownership of IAC common stock to 31,854 shares.

Summary

• Bonnie S. Hammer, a Director of IAC Inc., reported a transaction on June 11, 2025, involving the vesting of restricted stock units.
• A total of 2,076 shares of IAC common stock were acquired by Ms. Hammer upon the vesting of these RSUs, with a transaction price of $0 per share.
• Following this transaction, Ms. Hammer's direct beneficial ownership of IAC common stock increased to 31,854 shares.
• Concurrently, 2,076 derivative securities (Restricted Stock Units) were disposed of due to vesting, reducing her unvested RSU balance.
• Ms. Hammer now beneficially owns 4,152 unvested Restricted Stock Units.
• The remaining 4,152 Restricted Stock Units are scheduled to vest in equal installments on June 11, 2026, and June 11, 2027, contingent on continued service.
• The amount of unvested restricted stock units was adjusted to reflect the Angi Spin-off, which was completed on March 31, 2025, through a special dividend of Angi Inc. Class A Common Stock to IAC shareholders.
• A Power of Attorney, dated June 10, 2025, was granted by Bonnie S. Hammer to Kendall Handler and Kyra Ayo Caros to execute SEC Forms 3, 4, and 5 on her behalf for compliance with Section 16(a) of the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The document reports a routine insider transaction (vesting of RSUs) and does not contain information that would significantly alter the company's financial outlook or operational status. It is a standard compliance filing.

Positives

• The vesting of restricted stock units indicates continued service and compensation for a key director, aligning her interests with shareholders.
• An increase in direct beneficial ownership of common stock by a director can be viewed positively as it demonstrates confidence in the company's future.

Risks

• The Power of Attorney document notes that the Company does not represent or warrant that it will always be able to timely and accurately file Section 16 reports on behalf of the undersigned due to factors like shorter deadlines, time zone differences, and reliance on other parties for information.

Future Outlook

Bonnie S. Hammer has 4,152 unvested Restricted Stock Units remaining, which are scheduled to vest in equal installments on June 11, 2026, and June 11, 2027, subject to her continued service with IAC Inc.

Management Comments

• The Power of Attorney states: "The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act."
• The Power of Attorney also notes: "Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors, including, but not limited to, the shorter deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences between the Company and the undersigned and the Company's need to rely on other parties for information, including the undersigned and brokers of the undersigned."

Industry Context

This Form 4 filing represents a routine insider transaction related to director compensation through equity awards. The adjustment to RSUs due to the Angi spin-off reflects a corporate restructuring event that impacts equity holdings across the company.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction is a routine compensation event and does not directly impact the company's operational or financial performance. It reflects a director's continued equity ownership.
• Employees: No direct impact mentioned, but the RSU vesting structure is typical for equity compensation plans.

Next Steps

• Future vesting of 2,076 Restricted Stock Units on June 11, 2026.
• Future vesting of 2,076 Restricted Stock Units on June 11, 2027.

Key Dates

Keywords

IAC Inc., Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Director Compensation, Common Stock, Beneficial Ownership, Angi Spin-off, Corporate Governance