# People Inc: Form 10-Q for the period ended Sep 30, 2025

- Company: [People Inc](/companies/ppli.md) (CIK 1800227)
- Form: 10-Q
- Filed: 2025-11-03
- Accepted by EDGAR: Nov 3, 2025, 16:14 ET
- Period: 2025-09-30
- Accession: 0001628280-25-048244
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1800227/000162828025048244/iaci-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1800227/000162828025048244/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $589.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $1.75bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $207.5m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $614.7m | us-gaap:CostOfGoodsAndServicesSold |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $49.5m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $149.5m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$20.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $16.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $27.6m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $93.1m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | −$27.3m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | −$43.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$21.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$27.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.27 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.34 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.27 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.34 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 79,629,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 80,804,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $27.5m | us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $14.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2025-01-01 to 2025-09-30 | $300.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-09-30 | $1.01bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $1.52bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $7.19bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $591.7m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-09-30 | $1.41bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-09-30 | $22.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-09-30 | $4.79bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 86,027 characters.

### GENERAL

### Management Overview

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”).

As used herein, “IAC,” the “Company,” “we,” “our” or “us” and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).

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.

For a more detailed description of the Company’s operating businesses, see “Description of IAC Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

### Angi Inc. Spin-Off

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. As a result of 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 operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025. See “Note 12—Discontinued Operations” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information.

### Defined Terms and Operating Metrics:

Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report, which include the principal operating metrics we use in managing our business, are defined below:

**IAC Businesses** (for additional information see “Note 5—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 committed 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 iconic brands include PEOPLE, Better Homes & Gardens, Verywell, Food & Wine, Travel + Leisure, Allrecipes, REAL SIMPLE, Investopedia, and Southern Living. 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;
- **Care.com** - a leading online destination for families to connect with caregivers for their children, aging parents, pets and homes and for caregivers to connect with families seeking care services. Care.com’s brands include *Care for Business*, Care.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,** which includes our business-to-business partnership operations and the remaining installed base of our legacy direct-to-consumer downloadable desktop applications; and
- **Emerging & Other** - consists of:
- **Vivian Health**, a platform to efficiently connect healthcare professionals with job opportunities;
- **The Daily Beast and IAC Films**; 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.

### People Inc.

- **Digital Revenue -** includes advertising revenue, performance marketing revenue and licensing and other revenue.
- *Advertising revenue* - primarily includes revenue generated from digital advertisements and intent-based advertising targeting capabilities (D/Cipher+), which are sold directly to advertisers or through advertising agencies and programmatic advertising networks.
- *Performance marketing revenue* - primarily includes commissions generated through affiliate commerce, performance marketing services and affinity marketing channels. Affiliate commerce commission revenue is generated when People Inc.’s branded content refers consumers to commerce partner websites resulting in a purchase or transaction. Performance marketing services commission 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 long-term trademark licensing agreements with retailers, manufacturers, publishers and service providers. 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-related activities.
- **Print Revenue** - primarily includes subscription, advertising, newsstand, project and other, 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.
- **Total Sessions** - represents unique visits to all sites that are part of People Inc.’s network.
- **Core Sessions** - represents a subset of Total Sessions that comprises unique visits to People Inc.’s most significant (in terms of investment) owned and operated sites as follows:

|  |  |  |
| --- | --- | --- |
| PEOPLE | InStyle | Simply Recipes |
| Allrecipes | Food & Wine | Serious Eats |
| Investopedia | Martha Stewart | EatingWell |
| Better Homes & Gardens | Byrdie | Parents |
| Verywell Health | REAL SIMPLE | Verywell Mind |
| The Spruce | Southern Living | Health |
| Travel + Leisure |  |  |

### Care.com

- **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 primarily generated 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.

### Operating Costs and Expenses:

- **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 (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; 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.
- **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; offline marketing expenditures, which primarily consists of costs related to television, streaming, direct mail and radio advertising; compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel; and People Inc. subscription acquisition costs.
- **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; rent expense (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; and software license and maintenance 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.

**Long-term debt -** All of the Company’s long-term debt are liabilities of People Inc. (For additional information see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):

- **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 September 30, 2025, the outstanding balance of the Term Loan A-1 was $345.6 million and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 6.14%. 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.
- **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 September 30, 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 7.78% and 8.05%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments commencing March 31, 2026.

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 September 30, 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. To date, People Inc. has not made any borrowings under any of its revolving credit facilities.

### Non-GAAP financial measure:

- **Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)** - is a non-GAAP financial measure. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.

### Services Agreement with Google

On January 20, 2025, the Company entered into a further amendment to its Services Agreement (the “Amendment”), with the amended terms 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 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 in the past, continue to and are expected in the future to require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have and are expected to in the future negatively impact revenue and been costly to address, and which have had and could have an adverse effect on our business, financial condition and results of operations. Further, changes to certain of the economic terms of the Services Agreement became effective April 1, 2025 and could impact Search revenue. 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 Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024

The following discussion should be read in conjunction with “Item 1—Consolidated Financial Statements.”

### Revenue

*(Dollars in thousands)*

| People Inc. | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Digital | $269,022 | $246,431 | $22,591 | 9% | $753,599 | $693,836 | $59,763 | 9% |
| Print | 168,979 | 198,515 | (29,536) | (15)% | 516,315 | 576,096 | (59,781) | (10)% |
| Intersegment eliminations | (8,174) | (5,483) | (2,691) | (49)% | (19,646) | (14,768) | (4,878) | (33)% |
| Total People Inc. | 429,827 | 439,463 | (9,636) | (2)% | 1,250,268 | 1,255,164 | (4,896) | —% |
| Care.com | 90,818 | 95,746 | (4,928) | (5)% | 261,690 | 275,923 | (14,233) | (5)% |
| Search | 51,892 | 88,284 | (36,392) | (41)% | 183,911 | 298,513 | (114,602) | (38)% |
| Emerging & Other | 17,288 | 18,565 | (1,277) | (7)% | 51,452 | 72,465 | (21,013) | (29)% |
| Intersegment eliminations | (32) | (58) | 26 | 45% | (111) | (1,382) | 1,271 | 92% |
| Total | $589,793 | $642,000 | $(52,207) | (8)% | $1,747,210 | $1,900,683 | $(153,473) | (8)% |

| Operating metrics: People Inc. Digital | Three Months Ended September 30, 2025 | 2024 | Change | % Change | Nine Months Ended September 30, 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Total Sessions (in millions) | 2,377 | 2,675 | (298) | (11)% | 7,304 | 7,998 | (693) | (9)% |
| Core Sessions (in millions) | 2,168 | 2,297 | (129) | (6)% | 6,581 | 6,735 | (154) | (2)% |

41

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

- People Inc. revenue decreased $9.6 million, or 2%, to $429.8 million due to a decrease of $29.5 million, or 15%, from Print, partially offset by an increase of $19.9 million, or 8%, from Digital, net of intersegment eliminations.
- The Print decrease was due primarily to decreases of $9.9 million, or 12%, in subscription revenue, $9.2 million, or 25%, in project and other revenue, $8.4 million, or 18%, in advertising revenue and $1.9 million, or 26%, in performance marketing revenue. The decreases in subscription revenue, advertising revenue and performance marketing revenue are all due, in part, to ongoing portfolio optimization changes that resulted in a reduction in the number of issues sold in the current quarter compared to the prior year quarter and the ongoing and continuing broader migration of audience from print to digital platforms. The decrease in project and other revenue was due to a decrease in revenue due to the inclusion in 2024 of political advertising spend on third-party publisher platforms from a legacy agency business, fewer project-related contracts compared to the prior year period and a shift in the timing of a certain branded event from the third quarter of 2024 to the fourth quarter of 2025.
- The Digital increase was due primarily to increases of $19.6 million, or 42%, in Performance marketing revenue, net of intersegment eliminations, and $6.9 million, or 24%, in Licensing and Other revenue, partially offset by a decrease of $6.6 million, or 4%, in Advertising revenue, net of intersegment eliminations. The increase in Performance marketing revenue was due primarily to an increase in affiliate commerce commission revenue due to higher transaction volumes and the timing of volume-related retailer incentive programs, partially offset by a decrease in performance marketing service revenue primarily in the Finance category. The increase in Licensing and Other revenue was due primarily to improved performance from Apple News+ and content syndication partners. The decrease in Advertising revenue was driven primarily by lower programmatic revenue primarily due to lower impression volumes driven by a 6% decline in Core Sessions, due primarily to the impact of the increasing prominence of Google AI Overviews on Google search sessions, and an increased portion of impression volume consumed by premium advertising, partially offset by higher programmatic rates. The Company expects the increasing prominence of Google AI Overviews to continue to negatively impact Core Sessions. The decrease in programmatic revenue was partially offset by an increase in premium advertising sold through the People Inc. sales team in the Travel, Technology and Finance categories as well as the increasing contribution from D/Cipher+.
- Care.com revenue decreased $4.9 million, or 5%, to $90.8 million due primarily to decreases of $3.1 million, or 6%, in Enterprise Revenue and $1.8 million, or 4%, in Consumer Revenue. The decrease in Enterprise Revenue was primarily due to lower overall product utilization. The decrease in Consumer Revenue was driven by fewer Care.com platform subscriptions.
- Search revenue decreased $36.4 million, or 41%, to $51.9 million due to decreases of $29.8 million, or 41%, from Ask Media Group, due primarily to frequent changes to Google’s algorithm and policy updates, resulting in a reduction in marketing through affiliate partners, which drove fewer visitors to our ad-supported search and content websites, and $6.6 million, or 42%, from Desktop due primarily to the continued decline in search queries from our legacy business-to-business partnership operations.
- Emerging & Other revenue decreased $1.3 million, or 7%, to $17.3 million due primarily to declines in revenue of 6% at both Vivian Health and The Daily Beast.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

- People Inc. revenue decreased $4.9 million to $1.3 billion, due primarily to a decrease of $59.8 million, or 10%, from Print, partially offset by an increase of $54.9 million, or 8%, from Digital, net of intersegment eliminations.
- The Print decrease was due primarily to decreases of $22.0 million, or 16%, in advertising revenue, $18.6 million, or 18%, in project and other revenue, $16.2 million, or 7% in subscription revenue and $7.0 million, or 27%, in performance marketing revenue, partially offset by an increase of $4.0 million, or 5%, in newsstand revenue. The decreases in advertising revenue, project and other revenue, subscription revenue and performance marketing revenue are all due, in part, to the factors described above in the three-month discussion. The increase in newsstand revenue was due primarily to an increase in the number of newsstand only issues produced in the current year and increased sales efficiency on titles produced in the prior year.
- The Digital increase was due primarily to increases of $32.5 million, or 23%, in Performance marketing revenue, net of intersegment eliminations, and $21.4 million, or 25%, in Licensing and Other revenue. The increase in Performance marketing revenue was due primarily to the factors described above in the three-month discussion. The increase in Licensing and Other revenue was due primarily to the contribution of a full nine months of OpenAI revenue, a partnership which began in May 2024, and improved performance of content syndication partners and Apple News+.
- Care.com revenue decreased $14.2 million, or 5%, to $261.7 million due primarily to decreases of $10.8 million, or 7%, in Consumer Revenue and $3.4 million, or 3%, in Enterprise Revenue, due primarily to the factors described above in the three-month discussion.
- Search revenue decreased $114.6 million, or 38%, to $183.9 million due to decreases of $94.9 million, or 38%, from Ask Media Group and $19.7 million, or 38%, from Desktop due primarily to the factors described above in the three-month discussion.
- Emerging & Other revenue decreased $21.0 million, or 29%, to $51.5 million due primarily to the inclusion in the prior year period of $17.8 million in revenue from Mosaic Group, the assets of which were sold on February 15, 2024, and decreases of $4.6 million, or 61%, from IAC Films and 5% from Vivian Health, partially offset by an increase in revenue of 20% from The Daily Beast.

### Cost of revenue (exclusive of depreciation shown separately below)

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Cost of revenue (exclusive of depreciation shown separately below) | $207,457 | $243,061 | $(35,604) | (15)% | $614,711 | $755,879 | $(141,168) | (19)% |
| As a percentage of revenue | 35% | 38% |  |  | 35% | 40% |  |  |

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Cost of revenue in 2025 decreased from 2024 due primarily to a decrease of $37.5 million from Search, partially offset by an increase of $0.8 million from People Inc.

- The Search decrease was due primarily to a decrease in traffic acquisition costs of $36.9 million following a decrease in revenue and the proportion of revenue earned from affiliate partners who direct traffic to our websites.
- The People Inc. increase was due primarily to an increase of $9.7 million from Digital, partially offset by a decrease of $9.0 million from Print, net of intersegment eliminations.
- The Digital increase was due primarily to increases of $9.7 million in compensation expense due primarily to $4.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities and $2.1 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+, partially offset by a decrease of $1.4 million in content costs due primarily to a decrease in advertising revenue.
- The Print decrease was due primarily to decreases of $9.1 million in production and distribution costs (postage, paper, printing and editorial), partially offset by an increase of $1.6 million in compensation expense. The decrease in production and distribution costs resulted from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs. The increase in compensation expense was due to $3.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities, partially offset with a decrease in headcount in the fourth quarter of 2024.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Cost of revenue in 2025 decreased from 2024 due primarily to decreases of $122.1 million from Search, $9.8 million from Emerging & Other and $7.6 million from People Inc.

- The Search decrease was due primarily to a decrease in traffic acquisition costs of $119.9 million due primarily to the factors described above in the three-month discussion.
- The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $7.4 million in expense from Mosaic Group, the assets of which were sold on February 15, 2024, and a decrease of $2.3 million in compensation expense at The Daily Beast resulting from the planned reduction in editorial staff in the prior year.
- The People Inc. decrease was due primarily to a decrease of $36.1 million from Print, net of intersegment eliminations, partially offset by an increase of $28.5 million from Digital.
- The Print decrease was due primarily to a decrease of $30.6 million in production and distribution costs (postage, printing, paper and editorial) resulting from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs, $5.6 million in costs related to fulfill political advertising on third-party publisher platforms from a legacy agency business in the prior year and a net decrease of $0.7 million in compensation expense primarily related to headcount reductions in the fourth quarter of 2024, partially offset by $3.3 million in severance-related costs described above in the three-month discussion.
- The Digital increase was due primarily to increases of $21.8 million in compensation expense, $3.4 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+ and $1.8 million in content costs. The increases in both compensation expense and content costs were due primarily to the factors described above in the three-month discussion. The increase in traffic acquisition costs was due primarily to a new contractual relationship entered into in the prior year to increase programmatic revenue rates.

### Selling and marketing expense

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Selling and marketing expense | $188,373 | $182,820 | $5,553 | 3% | $555,112 | $548,208 | $6,904 | 1% |
| As a percentage of revenue | 32% | 28% |  |  | 32% | 29% |  |  |

44

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Selling and marketing expense in 2025 increased from 2024 due to increases of $3.3 million from Search, $2.2 million from Care.com and $1.0 million from People Inc.

- The Search increase was due primarily to an increase of $3.7 million in online marketing spend due to higher traffic through the shift to internal marketing efforts and away from using affiliate partners.
- The Care.com increase was due primarily to an increase of $1.6 million in online marketing spend due to its rebrand in June 2025.
- The People Inc. increase was due primarily to an increase of $15.6 million from Digital, partially offset by a decrease of $14.6 million from Print, net of intersegment eliminations.
- The Digital increase was due primarily to increases of $10.7 million in advertising and events production expense due, in part, to online marketing spend due primarily to an increase in paid affiliate commerce commission revenue, and $4.7 million in compensation expense due to an increase in headcount and $3.1 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
- The Print decrease was due primarily to decreases of $5.7 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year, $5.4 million in subscription acquisition costs due primarily to the on-going portfolio optimization changes that reduced the number of issues produced in the third quarter of 2025 compared to the prior year period and $0.7 million in compensation expense due to headcount reductions, partially offset by $2.2 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Selling and marketing expense in 2025 increased from 2024 due to increases of $15.3 million from Search and $4.9 million from People Inc., partially offset by a decrease of $13.8 million from Emerging & Other.

- The Search increase was due primarily to an increase of $17.2 million in online marketing spend due to the factor described above in the three-month discussion, partially offset by a decrease of $1.4 million in compensation expense due to the planned reduction in headcount.
- The People Inc. increase was due primarily to an increase of $32.6 million from Digital, partially offset by a decrease of $27.7 million from Print, net of intersegment eliminations.
- The Digital increase was due primarily to increases of $23.1 million in advertising and events production expense due primarily to the factor described above in the three-month discussion, and $9.5 million in compensation expense due to an increase in headcount and commissions and $3.1 million in severance-related costs described above in the three-month discussion.
- The Print decrease was due primarily to decreases of $12.6 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year period and a decrease in direct mail marketing spend, and $5.5 million in subscription acquisition costs and $4.5 million in compensation expense, both due primarily to the factors described above in the three-month discussion.
- The Emerging & Other decrease was due primarily to the inclusion in the prior year of $8.3 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024, a decrease of $1.8 million in compensation expense at Vivian Health primarily due to a reduction in headcount and a decrease of $1.6 million in offline marketing spend at IAC Films.

### General and administrative expense

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| General and administrative expense | $132,369 | $108,793 | $23,576 | 22% | $312,536 | $362,271 | $(49,735) | (14)% |
| As a percentage of revenue | 22% | 17% |  |  | 18% | 19% |  |  |

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

General and administrative expense in 2025 increased from 2024 due primarily to increases of $18.0 million from Emerging & Other, $6.3 million from Corporate and $3.4 million from Care.com, partially offset by a decrease of $3.2 million from People Inc.

- The Emerging & Other increase was due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business.
- The Corporate increase was due primarily to the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter and an increase of $0.8 million in professional fees, partially offset by a decrease in compensation expense of $5.3 million due primarily to the inclusion in the prior year period of $3.5 million in stock-based compensation expense related to our former Chief Executive Officer’s (“CEO”) restricted stock award, which was forfeited on January 13, 2025, pursuant to his employment transition agreement (the “Employment Transition Agreement”), and a decrease in compensation expense driven by other planned headcount reductions.
- The Care.com increase was due primarily to an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025 and $0.5 million in severance-related costs.
- The People Inc. decrease was due primarily to the inclusion in 2025 of a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early at Other (unallocated corporate costs), partially offset by $1.4 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

General and administrative expense in 2025 decreased from 2024 due primarily to decreases of $41.4 million from People Inc., $16.6 million from Corporate, $5.6 million from Care.com and $4.1 million from Search, partially offset by an increase of $17.9 million from Emerging & Other.

- The People Inc. decrease was due primarily to the inclusion in 2025 of net gains of $41.5 million at Other (unallocated costs) resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in the three-month discussion.
- The Corporate decrease was due primarily to a decrease in compensation expense of $33.4 million, partially offset by the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter and $4.8 million in transaction-related costs related to the Distribution. The decrease in compensation expense was due primarily to a decrease of $45.6 million in stock-based compensation expense due primarily to the inclusion in the prior year period of $8.4 million of expense related to our former CEO’s restricted stock award and the reversal in the current year period of $49.8 million of previously recognized expense related to the forfeiture of the restricted stock award pursuant to the Employment Transition Agreement described above in the three-month discussion, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company, prior to the Distribution, to our former CEO, pursuant to the Employment Transition Agreement. Partially offsetting this decrease in stock-based compensation expense is $15.0 million in separation benefits to our former CEO under the Employment Transition Agreement and $2.1 million in severance and related expenses driven by other planned headcount reductions.
- The Care.com decrease was due primarily to the inclusion in the prior year of $9.5 million in legal accruals due to the resolution of certain legal matters and a decrease of $1.4 million in professional fees, partially offset by an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025.
- The Search decrease was due primarily to decreases in compensation expense and non-income taxes of $1.6 million and $1.1 million, respectively. The decrease in compensation expense was due primarily to the planned reduction in headcount. The decrease in non-income taxes resulted from the recognition in the prior year period of Canada’s digital services tax, which was effective for the second quarter of 2024 and applied retroactively.
- The Emerging & Other increase was due primarily to an increase of $24.3 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by the inclusion in the prior year period of $9.1 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024.

### Product development expense

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Product development expense | $49,485 | $53,948 | $(4,463) | (8)% | $149,524 | $170,571 | $(21,047) | (12)% |
| As a percentage of revenue | 8% | 8% |  |  | 9% | 9% |  |  |

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Product development expense in 2025 decreased from 2024 due primarily to decreases of $2.7 million from People Inc. and $1.1 million from Emerging & Other.

- The People Inc. decrease was due primarily to decreases of $1.8 million and $0.9 million from Digital and Print, respectively, resulting from decreases in compensation expense related to headcount reductions. The decrease in compensation expense from Digital was net of increased investment in the PEOPLE app.
- The Emerging & Other decrease was due primarily to a decrease of $0.8 million in compensation expense due to headcount reductions at Vivian Health.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Product development expense in 2025 decreased from 2024 due primarily to decreases of $10.9 million from Emerging & Other and $9.9 million from People Inc.

- The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $8.0 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024, and a decrease of $2.6 million from Vivian Health due to the factor described above in the three-month discussion.
- The People Inc. decrease was due primarily to decreases of $6.9 million and $3.0 million from Digital and Print, respectively, due to the factors described above in the three-month discussion.

### Depreciation

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Depreciation | $8,996 | $8,877 | $119 | 1% | $28,922 | $30,725 | $(1,803) | (6)% |
| As a percentage of revenue | 2% | 1% |  |  | 2% | 2% |  |  |

47

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Depreciation in 2025 was up slightly from 2024 due primarily to an increase of $0.5 million at People Inc., partially offset by a decrease of $0.3 million at Care.com.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Depreciation in 2025 decreased from 2024 due primarily to a decrease of $1.7 million at Care.com due primarily to certain capitalized software being fully depreciated in the prior year.

### Amortization of Intangibles

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Amortization of intangibles | $23,511 | $36,355 | $(12,844) | (35)% | $70,452 | $109,793 | $(39,341) | (36)% |
| As a percentage of revenue | 4% | 6% |  |  | 4% | 6% |  |  |

#### For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

Amortization of intangibles in 2025 decreased from 2024 due primarily to lower expense at People Inc. due to certain intangible assets that became fully amortized in the prior year.

### Operating income (loss)

*(Dollars in thousands)*

| People Inc. | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Digital | $37,501 | $30,673 | $6,828 | 22% | $94,302 | $56,518 | $37,784 | 67% |
| Print | 1,949 | 7,601 | (5,652) | (74)% | 21,044 | 8,015 | 13,029 | 163% |
| Other | (10,917) | (16,213) | 5,296 | 33% | (8,827) | (44,963) | 36,136 | 80% |
| Total People Inc. | 28,533 | 22,061 | 6,472 | 29% | 106,519 | 19,570 | 86,949 | 444% |
| Care.com | 4,962 | 15,018 | (10,056) | (67)% | 19,618 | 25,701 | (6,083) | (24)% |
| Search | 1,880 | 2,389 | (509) | (21)% | 9,990 | 11,369 | (1,379) | (12)% |
| Emerging & Other | (20,797) | (2,618) | (18,179) | NM | (34,904) | (30,472) | (4,432) | (15)% |
| Corporate | (34,976) | (28,704) | (6,272) | (22)% | (85,270) | (102,932) | 17,662 | 17% |
| Total | $(20,398) | $8,146 | $(28,544) | NM | $15,953 | $(76,764) | $92,717 | NM |
| As a percentage of revenue | (3)% | 1% |  |  | 1% | (4)% |  |  |

NM = Not meaningful

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Operating income in 2025 decreased $28.5 million to a loss of $20.4 million due primarily to a decrease of $42.5 million in Adjusted EBITDA, described below, and an increase of $0.1 million in depreciation, partially offset by decreases of $12.8 million in amortization of intangibles, described above, and $1.2 million in stock-based compensation expense. The decrease in stock-based compensation expense was due primarily to the inclusion in the prior year period of $3.5 million in expense related to our former CEO’s restricted stock award, described above in the general and administrative expense discussion.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Operating income in 2025 increased $92.7 million to $16.0 million from a loss of $76.8 million in 2024 due primarily to decreases of $42.1 million in stock-based compensation expense and $39.3 million in amortization of intangibles, an increase of $9.5 million in Adjusted EBITDA, described below, and a decrease of $1.8 million in depreciation. The decrease in stock-based compensation expense was due primarily to the net impact of $43.3 million related to the inclusion in the prior year period of expense related to our former CEO’s restricted stock award and the subsequent reversal of expense in 2025, as described above in the general and administrative expense discussion; this decrease was partially offset by new awards granted in 2025. The decreases in amortization of intangibles and depreciation are described above.

At September 30, 2025, there was $89.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.0 years.

The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is $490.9 million.

### Adjusted EBITDA

*(Dollars in thousands)*

| People Inc. | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Digital | $63,959 | $66,402 | $(2,443) | (4)% | $169,323 | $166,807 | $2,516 | 2% |
| Print | 7,339 | 14,613 | (7,274) | (50)% | 37,525 | 30,770 | 6,755 | 22% |
| Other | (6,332) | (12,374) | 6,042 | 49% | 8,030 | (32,270) | 40,300 | NM |
| Total People Inc. | 64,966 | 68,641 | (3,675) | (5)% | 214,878 | 165,307 | 49,571 | 30% |
| Care.com | 7,828 | 18,111 | (10,283) | (57)% | 28,161 | 37,239 | (9,078) | (24)% |
| Search | 1,880 | 2,451 | (571) | (23)% | 9,990 | 11,473 | (1,483) | (13)% |
| Emerging & Other | (20,046) | (2,121) | (17,925) | NM | (30,902) | (29,267) | (1,635) | (6)% |
| Corporate | (25,527) | (15,497) | (10,030) | (65)% | (90,733) | (62,854) | (27,879) | (44)% |
| Total | $29,101 | $71,585 | $(42,484) | (59)% | $131,394 | $121,898 | $9,496 | 8% |
| As a percentage of revenue | 5% | 11% |  |  | 8% | 6% |  |  |

Approximately one-half of our consolidated annual Adjusted EBITDA is generated in the fourth quarter of each fiscal year. This is due to the concentration of spending by advertisers, which drives higher advertising revenue, and consumer spending, which drives higher performance marketing revenue, during the year-end holiday selling season at People Inc.

See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

- People Inc. Adjusted EBITDA decreased 5% to $65.0 million due to decreases in Adjusted EBITDA of $7.3 million from Print and $2.4 million from Digital, partially offset by a decrease in Adjusted EBITDA losses of $6.0 million from Other (unallocated corporate costs).
- The Print Adjusted EBITDA decrease was due primarily to $5.8 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities and lower revenue, partially offset by lower operating expenses from continued cost rationalization efforts.
- The Digital Adjusted EBITDA decrease was due primarily to $8.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities, higher online marketing spend, and increased investment in D/Cipher+ and the PEOPLE app, partially offset by higher revenue.
- The Other (unallocated corporate costs) decrease in Adjusted EBITDA losses was due primarily to inclusion in 2025 of a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early, partially offset by $1.0 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
- Care.com Adjusted EBITDA decreased 57% to $7.8 million due primarily to lower revenue, an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025, higher selling and marketing expense due, in part, to the rebrand in June 2025 and $1.0 million in severance-related costs.
- Search Adjusted EBITDA decreased 23% to $1.9 million due primarily to lower revenue and higher selling and marketing expense, partially offset by lower traffic acquisition costs and compensation expense.
- Emerging & Other Adjusted EBITDA loss increased $17.9 million to $20.0 million due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by increased profits at Vivian Health.
- Corporate Adjusted EBITDA loss increased 65% to $25.5 million due primarily to the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter, partially offset by lower compensation expense.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

- People Inc. Adjusted EBITDA increased 30% to $214.9 million due to increases in Adjusted EBITDA of $40.3 million from Other (unallocated corporate costs) and $6.8 million from Print and $2.5 million from Digital.
- The Other (unallocated corporate costs) Adjusted EBITDA increase was due primarily to the inclusion in 2025 of net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in the three-month discussion.
- The Print Adjusted EBITDA increase was due primarily to lower operating expenses from continued cost rationalization efforts, partially offset by lower revenue and $5.8 million in severance-related costs described above in the three-month discussion.
- The Digital Adjusted EBITDA increase was due primarily to an increase in revenue, partially offset by an increase in compensation expense, including $8.3 million in severance-related costs described above in the three-month discussion, an increase in online marketing spend, and increased investments in D/Cipher+ and the PEOPLE app.
- Care.com Adjusted EBITDA decreased 24% to $28.2 million due primarily to lower revenue, partially offset by the inclusion in the prior year of $9.5 million in legal accruals due to the resolution of certain legal matters and an ROU asset impairment charge of $2.5 million described above in the three-month discussion.
- Search Adjusted EBITDA decreased 13% to $10.0 million due primarily to lower revenue and higher selling and marketing expense, partially offset by lower traffic acquisition costs.
- Emerging & Other Adjusted EBITDA loss increased 6% to $30.9 million due primarily to an increase of $24.3 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by the inclusion in the prior year period of $16.5 million in severance expense and transaction-related costs related to the sale of assets of Mosaic Group on February 15, 2024, reduced losses at The Daily Beast and profits at Vivian Health compared to losses in the prior year period.
- Corporate Adjusted EBITDA loss increased 44% to $90.7 million due primarily to $15.0 million in separation benefits to our former CEO under the Employment Transition Agreement, $4.8 million in transaction-related costs related to the Distribution and $2.1 million in severance and related expenses driven by other planned headcount reductions, partially offset by the inclusion in the prior year of a $10 million favorable settlement described above in the three-month discussion.

### Interest expense

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest expense | $(27,636) | $(34,656) | $7,020 | 20% | $(93,117) | $(103,810) | $10,693 | 10% |

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Interest expense in 2025 decreased from 2024 due primarily to decreases in interest rates and the amount of debt outstanding under the Term Loans, partially offset by interest expense on the 2032 Notes issued June 16, 2025.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Interest expense in 2025 decreased from 2024 due primarily to decreases in interest rates and the amount of debt outstanding under the Term Loans, partially offset by an extinguishment loss of $8.5 million in connection with the refinancing of the People Inc. debt in the second quarter of 2025 and interest expense on the 2032 Notes. The extinguishment loss is due to the write-off of a pro-rata amount of unamortized capitalized costs and original issue discount related to People Inc.’s then outstanding debt and its then existing revolving credit facility.

For further details, see “Note 3—Long-term debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”

### Unrealized gain (loss) on investment in MGM

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | --- | ---: | ---: | ---: | --- |
| Unrealized gain (loss) on investment in MGM | $17,476 | $(346,272) | $363,748 | NM | $648 | $(361,805) | $362,453 | NM |

#### For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024

The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations.

Based on the number of MGM common shares outstanding at September 30, 2025, the Company owns approximately 23.8% of MGM.

### Other (expense) income, net

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Loss related to the allocation of a disputed gain on a real estate transaction(a) | $(32,600) | $— | $(32,600) | $— |
| Net (downward) upward adjustments to the carrying value of equity securities without readily determinable fair values and net gains (losses) on sales of investments and businesses (including unrealized losses on investments)(b) | — | (11,673) | (18,845) | 16,530 |
| Interest income | 11,421 | 17,270 | 37,155 | 51,120 |
| Unrealized increase in the estimated fair value of a warrant | — | — | — | 20,393 |
| Other | 2,741 | 4,787 | 6,368 | 2,785 |
| Other (expense) income, net | $(18,438) | $10,384 | $(7,922) | $90,828 |
| $ Change | $(28,822) |  | $(98,750) |  |
| % Change | NM |  | NM |  |

(a) On October 24, 2025, the Company received an adverse jury verdict in a lawsuit related to the allocation of a gain recorded in 2015 related to a real estate transaction. The net gain was $34.3 million and was initially recorded as a non-operating gain in “Other income (expense), net.” The proceeds have been held in escrow since the transaction occurred in 2015; the escrow amount, including accumulated interest, is $38.0 million as of September 30, 2025. At September 30, 2025, the estimated maximum amount payable to the plaintiff is $32.6 million; this amount, which includes one-half of the gain and statutory prejudgment interest, assumes that the jury verdict is upheld on further judicial review and that statutory prejudgment interest is awardable under the circumstances. The $32.6 million was recorded as a non-operating loss in “Other (expense) income, net” and a reduction in the escrow receivable.

(b) The nine months ended September 30, 2024 include a pre-tax gain of $29.2 million on the sale of assets of Mosaic Group, which was included within Emerging & Other, and was accounted for as a sale of a business.

### Income tax benefit

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Income tax benefit | $27,259 | $86,169 | $(58,910) | (68)% | $43,453 | $80,074 | $(36,621) | (46)% |
| Effective income tax rate | 56% | 24% |  |  | 51% | 18% |  |  |

For further details of income tax matters, see “Note 7—Income Taxes” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”

#### For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to the change in the estimated annual effective income tax rate, excess tax benefits generated by the exercise of stock-based awards, non-deductible compensation expense and state taxes, partially offset by research credits.

In 2024, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes.

#### For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to non-taxable stock-based compensation expense, state taxes and the realization of a capital loss, partially offset by research credits and a deferred tax adjustment. The non-taxable stock-based compensation expense relates to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement.

In 2024, the effective income tax rate is lower than the statutory rate of 21% due primarily to the non-deductible portion of goodwill in the sale of the assets of Mosaic Group and non-deductible compensation expense, partially offset by the realization of a capital loss, research credits and state taxes.

### Net earnings attributable to noncontrolling interests

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change | Nine Months Ended September 30, 2025 | 2024 | 2025 Change $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net earnings attributable to noncontrolling interests | $(142) | $(6,274) | $6,132 | 98% | $(1,560) | $(6,980) | $5,420 | 78% |

Net earnings attributable to noncontrolling interests in 2025 and 2024 primarily represents the publicly-held interest in Angi’s earnings prior to the Distribution, which was completed on March 31, 2025. Net earnings attributable to noncontrolling interests for the three and nine months ended September 30, 2025 also includes the allocation of losses related to a business in the Emerging & Other segment.

### PRINCIPLES OF FINANCIAL REPORTING

The Company reports Adjusted EBITDA, which is a non-GAAP measure, as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is our primary segment measure of profitability and among the metrics by which we evaluate the performance of our businesses, and our internal budgets are based and may also impact management compensation. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. The Company endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.

### Definition of Non-GAAP Measure

*Adjusted EBITDA (Adjusted Earnings 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 intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, if applicable. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.

### Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure

*Stock-based compensation expense* consists of expense associated with awards that were granted under various IAC stock and annual incentive plans that are denominated in IAC common shares and expense related to awards denominated in the equity of certain subsidiaries of the Company. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base; the related shares are included in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. The Company currently settles all stock-based awards on a net basis; IAC remits the required tax-withholding on behalf of employees for net-settled awards from its current funds.

*Depreciation* is a non-cash expense relating to our buildings, equipment, leasehold improvements and capitalized software and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.

*Amortization of intangible assets and impairments of goodwill and intangible assets* are non-cash expenses related primarily to acquisitions. At the time of acquisition, the identifiable definite-lived intangible assets of the acquired company are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

*Gains and losses recognized on changes in the fair value of contingent consideration arrangements* are accounting adjustments to report liabilities for the portion of the purchase price of acquisitions, if applicable, that is contingent upon the financial performance and/or operating targets of the acquired company at fair value that are recognized in “General and administrative expense” in the statement of operations. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or the ongoing cost of doing business.

The following tables reconcile operating (loss) income to Adjusted EBITDA for the Company’s reportable segments and net loss attributable to IAC shareholders:

*(In thousands)*

| People Inc. | Three Months Ended September 30, 2025 Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA |
| --- | ---: | ---: | ---: | ---: | ---: |
| Digital | $37,501 | $3,211 | $4,421 | $18,826 | $63,959 |
| Print | 1,949 | 451 | 1,244 | 3,695 | 7,339 |
| Other(a)(b) | (10,917) | 4,060 | 525 | — | (6,332) |
| Total People Inc. | 28,533 | 7,722 | 6,190 | 22,521 | 64,966 |
| Care.com | 4,962 | 1,115 | 761 | 990 | 7,828 |
| Search | 1,880 | — | — | — | 1,880 |
| Emerging & Other | (20,797) | 743 | 8 | — | (20,046) |
| Corporate | (34,976) | 7,412 | 2,037 | — | (25,527) |
| Total | (20,398) | $16,992 | $8,996 | $23,511 | $29,101 |
| Interest expense | (27,636) |  |  |  |  |
| Unrealized gain on investment in MGM Resorts International | 17,476 |  |  |  |  |
| Other expense, net | (18,438) |  |  |  |  |
| Loss from continuing operations before income taxes | (48,996) |  |  |  |  |
| Income tax benefit | 27,259 |  |  |  |  |
| Net loss from continuing operations | (21,737) |  |  |  |  |
| Net earnings attributable to noncontrolling interests | (142) |  |  |  |  |
| Net loss attributable to IAC shareholders | $(21,879) |  |  |  |  |

55

*(In thousands)*

| People Inc. | Three Months Ended September 30, 2024 Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA |
| --- | ---: | ---: | ---: | ---: | ---: |
| Digital | $30,673 | $2,149 | $3,631 | $29,949 | $66,402 |
| Print | 7,601 | 516 | 1,411 | 5,085 | 14,613 |
| Other(a) | (16,213) | 3,167 | 672 | — | (12,374) |
| Total People Inc. | 22,061 | 5,832 | 5,714 | 35,034 | 68,641 |
| Care.com | 15,018 | 714 | 1,058 | 1,321 | 18,111 |
| Search | 2,389 | — | 62 | — | 2,451 |
| Emerging & Other | (2,618) | 478 | 19 | — | (2,121) |
| Corporate | (28,704) | 11,183 | 2,024 | — | (15,497) |
| Total | 8,146 | $18,207 | $8,877 | $36,355 | $71,585 |
| Interest expense | (34,656) |  |  |  |  |
| Unrealized loss on investment in MGM Resorts International | (346,272) |  |  |  |  |
| Other income, net | 10,384 |  |  |  |  |
| Loss before income taxes | (362,398) |  |  |  |  |
| Income tax benefit | 86,169 |  |  |  |  |
| Net loss from continuing operations | (276,229) |  |  |  |  |
| Earnings from discontinued operations, net of tax | 38,784 |  |  |  |  |
| Net loss | (237,445) |  |  |  |  |
| Net earnings attributable to noncontrolling interests | (6,274) |  |  |  |  |
| Net loss attributable to IAC shareholders | $(243,719) |  |  |  |  |

56

*(In thousands)*

| People Inc. | Nine Months Ended September 30, 2025 Operating Income (Loss) | Stock-based Compensation Expense(d) | Depreciation | Amortization of Intangibles | Adjusted EBITDA |
| --- | ---: | ---: | ---: | ---: | ---: |
| Digital | $94,302 | $8,100 | $10,648 | $56,273 | $169,323 |
| Print | 21,044 | 1,343 | 4,054 | 11,084 | 37,525 |
| Other(a)(c) | (8,827) | 10,975 | 5,882 | — | 8,030 |
| Total People Inc. | 106,519 | 20,418 | 20,584 | 67,357 | 214,878 |
| Care.com | 19,618 | 3,270 | 2,178 | 3,095 | 28,161 |
| Search | 9,990 | — | — | — | 9,990 |
| Emerging & Other | (34,904) | 3,962 | 40 | — | (30,902) |
| Corporate | (85,270) | (11,583) | 6,120 | — | (90,733) |
| Total | 15,953 | $16,067 | $28,922 | $70,452 | $131,394 |
| Interest expense | (93,117) |  |  |  |  |
| Unrealized gain on investment in MGM Resorts International | 648 |  |  |  |  |
| Other expense, net | (7,922) |  |  |  |  |
| Loss from continuing operations before income taxes | (84,438) |  |  |  |  |
| Income tax benefit | 43,453 |  |  |  |  |
| Net loss from continuing operations | (40,985) |  |  |  |  |
| Earnings from discontinued operations, net of tax | 15,313 |  |  |  |  |
| Net loss | (25,672) |  |  |  |  |
| Net earnings attributable to noncontrolling interests | (1,560) |  |  |  |  |
| Net loss attributable to IAC shareholders | $(27,232) |  |  |  |  |

57

*(In thousands)*

| People Inc. | Nine Months Ended September 30, 2024 Operating Income (Loss) | Stock-based Compensation Expense | Depreciation | Amortization of Intangibles | Adjusted EBITDA |
| --- | ---: | ---: | ---: | ---: | ---: |
| Digital | $56,518 | $7,785 | $12,169 | $90,335 | $166,807 |
| Print | 8,015 | 1,685 | 5,816 | 15,254 | 30,770 |
| Other(a) | (44,963) | 10,391 | 2,302 | — | (32,270) |
| Total People Inc. | 19,570 | 19,861 | 20,287 | 105,589 | 165,307 |
| Care.com | 25,701 | 3,430 | 3,913 | 4,195 | 37,239 |
| Search | 11,369 | — | 104 | — | 11,473 |
| Emerging & Other | (30,472) | 1,141 | 55 | 9 | (29,267) |
| Corporate | (102,932) | 33,712 | 6,366 | — | (62,854) |
| Total | (76,764) | $58,144 | $30,725 | $109,793 | $121,898 |
| Interest expense | (103,810) |  |  |  |  |
| Unrealized loss on investment in MGM Resorts International | (361,805) |  |  |  |  |
| Other income, net | 90,828 |  |  |  |  |
| Loss before income taxes | (451,551) |  |  |  |  |
| Income tax benefit | 80,074 |  |  |  |  |
| Net loss from continuing operations | (371,477) |  |  |  |  |
| Earnings from discontinued operations | 37,537 |  |  |  |  |
| Net loss | (333,940) |  |  |  |  |
| Net earnings attributable to noncontrolling interests | (6,980) |  |  |  |  |
| Net loss attributable to IAC shareholders | $(340,920) |  |  |  |  |

(a) Other comprises unallocated corporate expenses.

(b) Includes a net gain of $5.2 million from an amendment of a lease, which provided for the surrender of certain office space early.

(c) Includes net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in footnote (b).

(d) Corporate reflects the reversal of $49.8 million of previously recognized stock-based compensation expense related to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company, prior to the Distribution, to our former CEO, pursuant to the Employment Transition Agreement.

### FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

### Financial Position

*(In thousands)*

| People Inc. cash and cash equivalents: | September 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| United States | $258,366 | $230,436 |
| All other countries | 22,004 | 19,491 |
| Total People Inc. cash and cash equivalents | 280,370 | 249,927 |
| **IAC (excluding People Inc.) cash and cash equivalents** |  |  |
| United States | 698,228 | 1,093,675 |
| All other countries | 26,898 | 38,134 |
| Total IAC (excluding People Inc.) cash and cash equivalents | 725,126 | 1,131,809 |
| **Total cash and cash equivalents** | $1,005,496 | $1,381,736 |

| Debt: |  |  |
| --- | ---: | ---: |
| Term Loan A-1 | $345,625 | $— |
| Term Loan B-2 | 700,000 | — |
| 2032 Notes | 400,000 | — |
| Term Loan A | — | 297,500 |
| Term Loan B-1 | — | 1,182,500 |
| Total long-term debt | 1,445,625 | 1,480,000 |
| Less: current portion of long-term debt | 22,750 | 35,000 |
| Less: original issue discount | 3,512 | 3,512 |
| Less: unamortized debt issuance costs | 12,523 | 6,481 |
| Total long-term debt, net | $1,406,840 | $1,435,007 |

The Company’s international cash can be repatriated without significant tax consequences.

All of the Company’s long-term debt are liabilities of People Inc. For a detailed description of interest rate swaps and long-term debt, see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements.”

### Cash Flow Information

In summary, IAC’s cash flows are as follows:

*(In thousands)*

| Net cash provided by (used in): | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities attributable to continuing operations | $27,457 | $124,225 |
| Investing activities attributable to continuing operations | $(371,161) | $302,132 |
| Financing activities attributable to continuing operations | $(419,134) | $(37,346) |

59

Net cash provided by operating activities attributable to continuing operations consists of net loss adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include the unrealized (gains) losses on the investment in MGM, amortization of intangibles, deferred income taxes, stock-based compensation expense, net gains on amendments and early terminations of lease agreements, loss related to the allocation of a disputed gain on a real estate transaction, depreciation, non-cash lease expense (including ROU impairments), net loss (gain) on sales of investments and businesses (including unrealized losses on investments) and unrealized increase in the estimated fair value of a warrant.

Adjustments to net loss from continuing operations consist primarily of amortization of intangibles of $70.5 million, loss related to the allocation of a disputed gain on a real estate transaction of $32.6 million, depreciation of $28.9 million, non-cash lease expense (including ROU impairments) of $28.9 million, net loss on sales of investments and a business (including unrealized losses on investments) of $18.8 million and stock-based compensation expense of $16.1 million, partially offset by deferred income taxes of $46.9 million and net gains on amendments and early terminations of lease agreements of $42.2 million. The decrease from changes in working capital includes a decrease in operating lease liabilities of $78.6 million, a decrease in accounts payable and other liabilities of $38.8 million and an increase in other assets of $5.2 million, partially offset by a decrease in accounts receivable of $70.7 million and an increase in deferred revenue of $7.1 million. The decrease in operating lease liabilities is due to cash payments on leases, including $47.4 million related to the termination of leases for certain unoccupied office space at People Inc. described under “Contractual Obligations” below, net of interest accretion. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation, due primarily to timing of payments, including the payment of 2024 bonuses in 2025, a decrease in accrued traffic acquisition costs and related payables at Search and a net increase in accruals related to the resolution of certain legal matters at Corporate and Emerging & Other, partially offset by payments at Care.com. The increase in other assets is due primarily to a net increase in amounts due from insurance companies for the legal matters at Corporate and Care.com, partially offset by a decrease in prepaid hosting services at People Inc. and Search. The decrease in accounts receivable is due primarily to a decrease in revenue in the third quarter of 2025 relative to the fourth quarter of 2024 at People Inc. and Search and improved collections and timing of cash receipts at Care.com. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com, cash receipts for a fourth quarter of 2025 event and the shipments of certain magazine titles at People Inc.

Net cash used in investing activities attributable to continuing operations includes $386.6 million related to the Distribution and capital expenditures of $14.0 million, partially offset by the proceeds from the sale of a portion of the retirement investment fund of $11.9 million at People Inc., net proceeds from the sales of investments and fixed assets of $9.9 million and $4.3 million, respectively.

Net cash used in financing activities attributable to continuing operations includes principal payments on the Term Loans of $1.4 billion and debt issuance and deferred financing costs of $12.9 million, partially offset by the net proceeds from the Term Loans refinancing of $991.5 million and proceeds from the issuance of the 2032 Notes of $400.0 million. Net cash used in financing activities attributable to continuing operations also includes $300.0 million for the repurchase of 7.3 million shares of common stock, on a settlement date basis, at an average price of $41.35 per share, and withholding taxes paid on behalf of employees for net settled stock-based awards of $67.1 million.

Adjustments to net loss from continuing operations consist primarily of the unrealized loss on the MGM investment of $361.8 million, amortization of intangibles of $109.8 million, stock-based compensation expense of $58.1 million, depreciation of $30.7 million and non-cash lease expense (including ROU impairments) of $29.4 million, partially offset by deferred income taxes of $88.8 million, an unrealized increase in the estimated fair value of a warrant of $20.4 million and net gain on sales businesses and investments (including unrealized losses on investments) of $16.5 million, which includes $29.2 million on the sale of assets of Mosaic Group in February 2024. The increase from changes in working capital includes a decrease in other assets of $65.4 million, a decrease in accounts receivable of $53.5 million and an increase in deferred revenue of $5.2 million, partially offset by decreases in accounts payable and other liabilities of $53.1 million and operating lease liabilities of $38.6 million. The decrease in other assets is due primarily to a decrease in prepaid hosting services at People Inc. and Corporate, receipt of pre-acquisition income tax refunds at People Inc. and the liquidation of the domestic funded pension plan at People Inc. in connection with the termination of the plan. The decrease in accounts receivable is due primarily to a decrease in revenue in the third quarter of 2024 relative to the fourth quarter of 2023 at People Inc. and Search, and a decrease at Mosaic Group due to cash receipts prior to the sale of its assets. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation due primarily to timing of payments, including the payment of 2023 bonuses in 2024, and a decrease in accrued traffic acquisition costs and related payables at Search and People Inc., partially offset by an increase in accrued advertising at Search. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.

Net cash provided by investing activities attributable to continuing operations includes maturities of marketable debt securities of $350.0 million, net proceeds from the sales of businesses and investments of $173.6 million, including $155 million from the sale of assets of Mosaic Group, net proceeds from the sales of assets of $12.7 million, principally from the sale of an aircraft at People Inc., and net collections of notes receivable of $10.1 million, partially offset by $221.8 million for the purchases of marketable debt securities, the purchase of a retirement investment fund of $15.3 million at People Inc. in connection with the termination of the domestic funded pension plan and transfer of the remaining assets to the IAC Inc. Retirement Savings Plan and capital expenditures of $9.8 million.

Net cash used in financing activities attributable to continuing operations includes principal payments on the Term Loans of $22.5 million and withholding taxes paid on behalf of employees for net settled stock-based awards of $14.6 million.

### Discontinued Operations

Net cash used in and provided by discontinued operations of $29.6 million and $35.3 million, respectively, for the nine months ended September 30, 2025 and 2024, respectively, relates to the operations of Angi. The Company does not expect significant cash flows from Angi following the Distribution.

### Liquidity and Capital Resources

### Financing Arrangements

On May 14, 2025, People Inc. entered into 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 the new Revolving Facility of $150 million, which replaced the then existing revolving credit facility. 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 2032 Notes. In addition to extending the maturity dates of People Inc.’s debt, the refinancing transactions resulted in a net decrease in debt of $21.3 million, which was funded by cash on hand.

At September 30, 2025, the Term Loan A-1 bore interest at SOFR plus 2.00%, or 6.14%, and the Term Loan B-2 bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78%.

For a detailed description of long-term debt, see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements”

### Investment in MGM

At September 30, 2025, the Company owns 64.7 million common shares of MGM. Based on the number of MGM common shares outstanding at September 30, 2025, the Company owns 23.8% of MGM.

### Investment in Turo

At September 30, 2025, IAC’s ownership interest in Turo is approximately 33%.

### Share Repurchase Authorizations and Activity

During the nine months ended September 30, 2025, IAC repurchased 7.3 million shares of its common stock, on a trade date basis, at $41.35 per share, or $300.0 million in aggregate, consisting of the remaining 3.7 million shares of its existing stock repurchase authorization from June of 2020 and 3.6 million shares of the 10 million share repurchase authorization, which was approved by the board of directors of IAC on March 16, 2025 (the “2025 Share Authorization”). At October 31, 2025, IAC has 6.4 million shares remaining in the 2025 Share Authorization. Share repurchases can be made over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors management deems relevant at any particular time, including, without limitation, market conditions, price and future outlook.

### Contractual Obligations

In the third quarter of 2025, the Company entered into a cloud computing contract with payments of approximately $101.0 million expected to be made in aggregate over its three-year term. Payments of approximately $33.0 million expected to be made in each of the twelve-month periods ending September 30, 2026 and 2027 and $35.0 million in the twelve-month period ending September 30, 2028. During the first quarter of 2025, People Inc. amended a lease for the early surrender of certain unoccupied office space for a total payment of $43.1 million, consisting of equal payments paid in January and April 2025. During the third quarter of 2025, People Inc. entered into an additional amendment to the lease, which provided for the early surrender of additional office space for a total payment of $8.5 million. As of September 30, 2025, $4.3 million remains outstanding and is expected to be paid in January 2026. Prior to these amendments, the lease for this office space would have expired in 2032. People Inc. recorded net gains related to each of these amendments of $5.2 million and $41.5 million for the three and nine months ended September 30, 2025, respectively, which are reflected in “General and administrative expense” in the statement of operations. The impact of these amendments reduced future fixed lease payments by $145.0 million. At September 30, 2025, there have been no other material changes to the Company’s contractual obligations disclosures as of December 31, 2024 filed with the Securities and Exchange Commission on Form 8-K on June 12, 2025.

### Capital Expenditures

The Company anticipates that it will need to make capital expenditures in connection with the development and expansion of its operations. The Company’s 2025 capital expenditures are expected to be higher than its 2024 capital expenditures of $15.0 million by approximately 55% to 60%, due primarily to increased capitalized software and leasehold improvements at People Inc.

### Liquidity Assessment

On a consolidated basis, the Company generated positive cash flows from operating activities of $27.5 million for the nine months ended September 30, 2025; excluding the positive cash flows from operating activities of $57.1 million generated by People Inc., the Company generated negative cash flows from operating activities of $29.6 million.

At September 30, 2025, the Company’s consolidated cash and cash equivalents were $1.0 billion, of which $280.4 million was held by People Inc. The Company may not be able to freely access People Inc.’s cash due to the provisions of the People Inc. debt agreements.

The Company’s consolidated debt of approximately $1.45 billion is the liability of People Inc. The governing agreements contain covenants that would limit People Inc.’s ability to pay dividends, incur incremental secured indebtedness or make distributions or certain investments in the event a default has occurred or if People Inc.’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts, all as defined in the governing agreements. People Inc.’s consolidated net leverage ratio was less than 4.0 to 1.0 for the test period ended September 30, 2025. The governing agreements allow the Company to contribute cash to People Inc., which the Company has in the past and may in the future, to provide, among other things, additional liquidity to improve People Inc.’s consolidated net leverage ratios for any test period. These 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. In June and September 2025, the Company contributed $80 million and $55 million, respectively, to People Inc., which People Inc. subsequently distributed to the Company in July and October 2025, respectively. The June contribution resulted in an improvement to People Inc.’s consolidated net leverage ratio that enabled People Inc. to reduce the interest rate on the Term Loan A-1 and the commitment fee on the Revolving Facility during the third quarter of 2025. See “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1. Consolidated Financial Statements” for additional information.

The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to adverse market or macroeconomic conditions or other factors.

The Company believes People Inc.’s existing cash, cash equivalents and expected positive cash flows from operations, and the Company’s existing cash and cash equivalents, excluding People Inc., will be sufficient to fund their respective normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes on behalf of employees for net-settled stock-based awards and investing and other commitments for the next twelve months, and thereafter for the foreseeable future. The Company may need to raise additional capital through future debt or equity financing to refinance its existing capital structure and make acquisitions and investments. Additional financing may not be available on terms favorable to the Company, or at all, and may also be impacted by any disruptions or volatility in the financial markets. The indebtedness at People Inc. could further limit the Company’s ability to raise additional financing.

## Market risk

As filed, 3,979 characters.

### Equity Price Risk

At September 30, 2025, the Company owns 64.7 million common shares of MGM. The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations. For the three and nine months ended September 30, 2025, the Company recorded unrealized pre-tax gains from its investment in MGM of $17.5 million and $0.6 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded unrealized pre-tax losses from its investment in MGM of $346.3 million and $361.8 million, respectively.

The cumulative unrealized net pre-tax gain through September 30, 2025 is $979.5 million. At September 30, 2025 and December 31, 2024, the carrying value of the Company’s investment in MGM, which includes the cumulative unrealized pre-tax gain, was $2.2 billion, or approximately 31% and 23% of the Company’s consolidated total assets, respectively. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million. At October 31, 2025, the fair value of the Company’s investment in MGM was $2.1 billion. The Company’s results of operations and financial condition have in the past been and may in the future be materially impacted by increases or decreases in the price of MGM common shares.

### Interest Rate Risk

At September 30, 2025, the principal amount of the People Inc.’s outstanding debt totals $1.45 billion. The $1.05 billion principal amount of the Term Loans bears interest at variable rates and the $400.0 million principal amount of the 2032 Notes bears interest at a fixed rate.

People Inc. holds interest rate swaps to manage interest rate risk that expire April 1, 2027 with a total notional amount of $350 million. These interest rate swaps synthetically convert a portion of Term Loan B-2 from a variable rate to a fixed rate. Should the secured overnight financing rate (“SOFR”) equal or exceed 0.50%, then the fixed rate for the Term Loan B-2 will be approximately 7.32% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps and (ii) the base rate of 3.50%). In the event SOFR becomes less than 0.50%, then the interest rate swaps would be fixed in a range from approximately 7.32% to 7.42% as determined by the governing agreements. People Inc. applies hedge accounting to these contracts. The fair value of the interest rate swaps is determined using discounted cash flows derived from observable market prices, including swap curves, and represents what People Inc. would pay or receive to terminate the swap agreements. People Inc. intends to continue to meet the conditions for hedge accounting, however, if these interest rate swaps were not highly effective in offsetting cash flows attributable to the hedged risk, the changes in the fair value of the interest rate swaps used as hedges could have a significant impact on future results of operations.

At September 30, 2025, the outstanding balance of $700.0 million related to the Term Loan B-2 bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78%, and the outstanding balance of $345.6 million related to the Term Loan A-1 bore interest at SOFR plus 2.00%, or 6.14%. If SOFR were to increase or decrease by 100 basis points, the annual interest expense on the Term Loans, net of the impact related to the $350 million in notional amount of interest rate swaps, would increase or decrease by $6.9 million.

See “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for more information.

## Controls and procedures

As filed, 1,173 characters.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chairman and Senior Executive and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this quarterly report, of the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our Chairman and Senior Executive and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

During the quarter ended September 30, 2025, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

### PART II

### OTHER INFORMATION

## Risk factors

As filed, 5,854 characters.

### Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: the future financial performance of IAC and its businesses, business prospects and strategy, anticipated trends and prospects in the industries in which IAC’s businesses operate and other similar matters.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to compete with generative artificial intelligence (“AI”) technology and the disruption across marketing and publishing driven by AI-enabled search features, including Google’s AI Overviews, (ii) unstable market and economic conditions (particularly those that adversely impact advertising spending levels and consumer confidence and spending behavior), either generally and/or in any of the markets in which our businesses operate, as well as geopolitical conflicts, (iii) our ability to market our products and services in a successful and cost-effective manner, (iv) the display prominence of links to websites offering our products and services in search results, (v) changes in our relationship with (or policies implemented by) Google, (vi) the failure or delay of the markets and industries in which our businesses operate to migrate online and the continued growth and acceptance of online products and services as effective alternatives to traditional products and services, (vii) our continued ability to develop and monetize versions of our products and services for mobile and other digital devices, (viii) the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands, (ix) our continued ability to market, distribute and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms, (x) risks related to our Print business including declining revenue, increases in paper and postage costs, reliance on a single supplier to print our magazines and potential increases in pension plan obligations, (xi) our ability to establish and maintain relationships with quality and trustworthy caregivers, (xii) our ability to access, collect, use and protect the personal data of our users and subscribers, (xiii) our ability to engage directly with users, subscribers, consumers and caregivers on a timely basis, (xiv) the ability of our Chairman and Senior Executive and certain members of his family to exercise significant influence over the composition of our board of directors, matters subject to stockholder approval and our operations, (xv) risks related to our liquidity and indebtedness (the impact of our indebtedness on our ability to operate our business, our ability to generate sufficient cash to service our indebtedness and interest rate risk), (xvi) our inability to freely access the cash of People Inc. and its subsidiaries, (xvii) dilution with respect to investments in IAC, (xviii) our ability to compete, (xix) our ability to build, maintain and/or enhance our various brands, (xx) our ability to protect our systems, technology and infrastructure from cyberattacks (including cyberattacks experienced by third parties with whom we do business), (xxi) the occurrence of data security breaches and/or fraud, (xxii) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xxiii) the integrity, quality, efficiency and scalability of our systems, technology and infrastructure (and those of third parties with whom we do business), (xxiv) changes in key personnel and risks related to leadership transitions and (xxv) changes to our capital deployment strategy.

Certain of these and other risks and uncertainties are described in IAC’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, 2024, filed with the Securities and Exchange Commission on February 28, 2025 (the “Annual Report”). Other unknown or unpredictable factors that could also adversely affect IAC'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.

### Risk Factors

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’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’s business, financial condition and/or results of operations.

Filed Nov 3, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-048244. Last ingested by Listed: Oct 30, 2026, 13:55 ET. No prices; not investment advice.