IAC Inc. → Angi Inc. ANGI

The information set forth in Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows: On January 13, 2025, IAC announced that its board of directors (the "IAC Board") had authorized management to pursue the spin-off of its ownership stake in ANGI to IAC shareholders. As of the date hereof, IAC intends to effect the spin-off of its ownership stake in ANGI through a dividend of all of the capital stock of ANGI owned by IAC to the holders of its common stock and Class B common stock. Prior to the effective time of such dividend, IAC intends to voluntarily convert all of the shares of ANGI Class B Common Stock that it owns to shares of ANGI Class A Common Stock. Following this conversion and the dividend, there will be no shares of ANGI Class B Common Stock outstanding and IAC will no longer hold any shares of ANGI common stock. The completion of the spin-off and dividend, and associated share conversion, remain subject to conditions and to the approval of the IAC Board, and may not be completed, on the anticipated terms or at all. On January 13, 2025, IAC also announced the entry by IAC and Joseph Levin into that certain Employment Transition Agreement. Pursuant to this agreement, as of January 13, 2025, IAC transferred 5,008,600 fully vested shares of ANGI Class B Common Stock to Mr. Levin, all of which Mr. Levin has converted into shares of ANGI Class A Common Stock on a one-for-one basis in accordance with their terms. The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Employment Transition Agreement, which is attached hereto as Exhibit 7.4 and incorporated herein by reference. As of January 13, 2025 and the date hereof, Mr. Levin serves as Chief Executive Officer and a member of the IAC Board and Chairman of the board of directors of ANGI (the "ANGI Board"). The ANGI Board has elected Mr. Levin to serve as Executive Chairman of the ANGI Board, effective as of the earlier of the date of completion of the spin-off or May 31, 2025.