8-K: IAC Inc. Announces Retirement Savings Plan Blackout Period in Preparation for Angi Inc. Spin-off

IAC Inc. announces a temporary blackout period for its Retirement Savings Plan to facilitate the spin-off of Angi Inc., impacting participants with balances in the IAC stock fund.

Summary

• IAC Inc. is implementing a blackout period for its Retirement Savings Plan in connection with the spin-off of Angi Inc.
• The blackout period will temporarily prevent participants from executing transactions involving their balances in the IAC stock fund.
• The blackout is expected to begin on March 31, 2025, at 4:00 PM ET and end no later than April 3, 2025, at 9:30 AM ET.
• This is to allow for the establishment of a new Angi Inc. stock fund to hold shares of Angi stock received by Plan participant accounts.
• Angi employees with a balance in the IAC Stock Fund will have a new IAC Stock Fund for Angi Employees and a new Angi Stock Fund after the spinoff and blackout period.
• The Angi Stock Fund will be frozen to new investments and removed from the Plan on December 15, 2025, with remaining balances allocated to a default investment alternative.
• Effective April 1, 2025, the IAC Stock Fund will no longer be available to Angi employees as a plan investment option.
• All other participants with a balance in the IAC Stock Fund will have a balance in a new Angi Stock Fund after the spinoff and blackout period.
• The Angi Stock Fund will be frozen to new investments and removed from the Plan on December 15, 2025, with remaining balances allocated to a default investment alternative.
• Following the blackout period, there will be no other changes to the IAC Stock Fund for all other participants.

Sentiment

Score: 7

Explanation: The announcement is neutral to slightly positive. It outlines necessary steps for the spin-off, which is generally viewed favorably by investors, but also highlights temporary inconveniences for plan participants.

Positives

• The blackout period is temporary, ensuring minimal disruption to participants' long-term investment strategies.
• Participants will have full access to their balances in the IAC Stock Fund and all other Plan accounts once the blackout period ends.
• The establishment of a new Angi Stock Fund allows participants to hold shares of the spun-off company.
• Participants can transfer any portion of their balance out of the Angi Stock Fund and into other investment options after the blackout period ends.

Negatives

• Participants with balances in the IAC Stock Fund will be temporarily unable to execute transactions during the blackout period.
• The Angi Stock Fund will be frozen to new investments, limiting participants' ability to allocate additional amounts to it.
• The Angi Stock Fund will be removed from the Plan on December 15, 2025, potentially requiring participants to adjust their investment strategies.
• Angi employees will no longer be able to invest in the IAC Stock Fund after April 1, 2025.

Risks

• A delay in processing the receipt of Angi shares could extend the blackout period.
• Participants may need to adjust their investment strategies due to the frozen Angi Stock Fund and its eventual removal from the Plan.
• Failure to update investment elections before the blackout start could result in future contributions being directed to the default investment alternative.

Future Outlook

Participants will receive more information about the timing of the removal of the Angi Stock Fund and the IAC Stock Fund for Angi Employees later in the year.

Industry Context

Spin-offs are a common corporate strategy to unlock value by separating distinct business units. This announcement reflects the operational steps required to facilitate such a transaction within employee benefit plans.

Comparison to Industry Standards

• Blackout periods are a standard practice during corporate actions like spin-offs to ensure accurate allocation of shares and prevent trading during the transition.
• Companies like HP during the Hewlett Packard Enterprise spin-off and Dell during the VMware spin-off also implemented similar blackout periods for their employee retirement plans.
• The duration of the blackout period (approximately 3 days) is within the typical range observed in similar corporate events.

Stakeholder Impact

• Shareholders will receive Angi stock as a special dividend.
• Employees participating in the IAC Inc. Retirement Savings Plan will experience a temporary blackout period affecting their ability to transact in the IAC stock fund.
• Angi employees will see changes to their investment options within the plan.

Next Steps

• Participants should carefully consider their investment and retirement strategy in light of the blackout period.
• Participants who have elected to invest any portion of their future contributions under the Plan in the IAC Stock Fund will need to update their investment elections prior to the blackout start on March 31, 2025.
• Angi employees should monitor for further communications regarding the removal of the IAC Stock Fund for Angi Employees from the Plan.

Key Dates

Keywords

IAC Inc., Angi Inc., Spin-off, Retirement Savings Plan, Blackout Period, IAC Stock Fund, Angi Stock Fund, Investment Transactions, Plan Loans, Withdrawals