Handler Kendall 4

4 · IAC Inc. · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

IAC EVP & CLO Kendall Handler Receives RSUs; Shares Withheld

What Happened

Kendall Handler, EVP & Chief Legal Officer of IAC Inc. (IAC), had restricted stock units (RSUs) convert/vest into common shares on Feb 6 and Feb 8, 2026 and was granted additional RSUs on Feb 9, 2026. Approximately 90,998 shares were delivered on vesting/conversion (19,388; 43,042; 28,568). To cover tax obligations, 46,646 shares were withheld/disposed at an implied price of $35.65, totaling $1,662,931. Separately, Handler received a grant of 123,220 RSUs on Feb 9, 2026 (reported as a derivative award).

Key Details

Transaction dates: conversions/vesting recorded Feb 6 and Feb 8, 2026; grant recorded Feb 9, 2026.
Tax withholding: 9,898 + 22,164 + 14,584 = 46,646 shares withheld; withholding value = $352,864 + $790,147 + $519,920 = $1,662,931 (using $35.65/share).
Acquisitions: conversion/vesting delivered 19,388; 43,042; 28,568 = 90,998 shares acquired (reported at $0 because they are RSU conversions/derivative settlements).
Grant: 123,220 RSUs awarded (reported as derivative; subject to vesting schedule per footnotes).
Footnotes: F1/F2 indicate shares from RSU vesting and shares withheld for taxes; F3–F7 describe varying vesting schedules; F4 notes RSU amounts were adjusted for the March 31, 2025 Angi spin-off.
Shares owned after the transactions: not specified in the provided filing excerpt.
Filing timeliness: no late filing flag indicated in the supplied data.

Context

These entries reflect RSU vesting/conversion and routine withholding to cover taxes (transaction codes M = exercise/conversion of derivative; F = payment of exercise price/tax liability). This is a tax-withholding transaction, not an open-market sale — commonly a neutral, administrative action rather than a signal of confidence or concern about the stock. The Feb 9 entry is a grant of additional restricted stock units that will vest according to the schedules in the footnotes.

Form 4

Period: 2026-02-06

EVP & CLO

Transactions

Exercise/Conversion
Common Stock, par value $0.0001
[F1]
2026-02-06+19,388→ 82,285 total
Tax Payment
Common Stock, par value $0.0001
[F2]
2026-02-06$35.65/sh−9,898$352,864→ 72,387 total
Exercise/Conversion
Common Stock, par value $0.0001
[F1]
2026-02-06+43,042→ 115,429 total
Tax Payment
Common Stock, par value $0.0001
[F2]
2026-02-06$35.65/sh−22,164$790,147→ 93,265 total
Exercise/Conversion
Common Stock, par value $0.0001
[F1]
2026-02-08+28,568→ 121,833 total
Tax Payment
Common Stock, par value $0.0001
[F2]
2026-02-08$35.65/sh−14,584$519,920→ 107,249 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-02-06−19,388→ 38,778 total
Exercise: $0.00→ Common Stock, par value $0.0001 (19,388 underlying)
Exercise/Conversion
Restricted Stock Units
[F5][F4]
2026-02-06−43,042→ 86,085 total
Exercise: $0.00→ Common Stock, par value $0.0001 (43,042 underlying)
Exercise/Conversion
Restricted Stock Units
[F6][F4]
2026-02-08−28,568→ 14,284 total
Exercise: $0.00→ Common Stock, par value $0.0001 (28,568 underlying)
Award
Restricted Stock Units
[F7]
2026-02-09+123,220→ 123,220 total
Exercise: $0.00→ Common Stock, par value $0.0001 (123,220 underlying)

Footnotes (7)

[F1]Reflects shares of IAC common stock acquired upon the vesting of restricted stock units.
[F2]Represents shares withheld to cover taxes due in connection with vesting of restricted stock units.
[F3]Represents restricted stock units that vest in three installments on the second (33%), third (33%) and fourth (33%) anniversaries of February 6, 2024, subject to continued service.
[F4]On March 31, 2025, IAC completed the spin-off of its ownership in Angi Inc. by means of a special dividend of all of the shares of Class A Common Stock then held by IAC to holders of its common stock and Class B common stock (the "Angi Spin"). The amount of unvested restricted stock units reported on this Form 4 have been adjusted to reflect the Angi Spin.
[F5]Represents restricted stock units that vest in equal installments on each of February 6, 2026, 2027, and 2028 subject to continued service.
[F6]Represents restricted stock units that vest in three installments on the first (25%), third (50%) and fourth (25%) anniversaries of February 8, 2023, subject to continued service.
[F7]Represents restricted stock units that vest in equal installments on each of February 9, 2027, 2028, and 2029 subject to continued service.

Signature

/s/ Kyra Ayo Caros as Attorney-In-Fact for Kendall Handler|2026-02-10

1 file