株探米国株
英語
エドガーで原本を確認する
0001800227FALSE00018002272025-08-042025-08-04


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2025
IAC Inc.
(Exact name of registrant as specified in charter)
Delaware 001-39356 84-3727412
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
555 West 18th Street, New York, NY 10011
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 314-7300

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock, par value $0.0001 IAC The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01. Regulation FD Disclosure.
On December 1, 2021, Dotdash Meredith, Inc., an indirectly wholly-owned subsidiary of IAC Inc. (the “Borrower”), entered into a Credit Agreement by and among the Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative and collateral agent (the “Agent”), and the other parties thereto (the “Credit Agreement”). On March 1, 2024, the Borrower entered into a Joinder and Reaffirmation Agreement, whereby Dotdash Meredith Inc. (f/k/a Dotdash Media Inc. and rebranded as “People Inc.” on July 31, 2025), a directly wholly-owned subsidiary of the Borrower (the “Successor Borrower”), assumed all obligations of the Borrower under the Credit Agreement following a merger of the Borrower into the Successor Borrower pursuant to the Certificate of Ownership and Merger. On November 26, 2024, the Successor Borrower entered into Amendment No. 1 to the Credit Agreement with the lenders party thereto and the Agent (“Amendment No. 1”). On May 14, 2025, the Successor Borrower entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement with the lenders party thereto and the Agent (“Amendment No. 2”).
On June 16, 2025, the Successor Borrower closed its offering of $400 million aggregate principal amount of 7.625% Senior Secured Notes due 2032 (the “Notes”) and entered into an indenture with U.S. Bank Trust Company, N.A. as trustee and Notes collateral agent (the “Indenture”). Additionally, on June 16, 2025, the Successor Borrower entered into Amendment No. 3 to the Credit Agreement and Second Amendment to the Security Agreement with the lenders party thereto and the Agent (“Amendment No. 3”, and together with Amendments No. 1 and 2, the “Amended Credit Agreement”).
Pursuant to the Amended Credit Agreement and the Indenture, the Successor Borrower is required to provide the administrative agent and lenders with certain financial statements of the Successor Borrower. Following the filing of this report, the Successor Borrower will provide the administrative agent and lenders with the financial statements of Dotdash Meredith Inc. consisting of the consolidated balance sheet as of June 30, 2025 and December 31, 2024, and the related consolidated statements of operations, comprehensive operations, shareholder's equity and cash flows for the three and six months ended June 30, 2025 and 2024, and the related notes, as set forth in Exhibit 99.1 hereto.
Exhibit 99.1 is being furnished under Item 7.01 “Regulation FD Disclosure.”
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
2


Item 9.01. Financial Statements and Exhibits
Exhibits.
Exhibit
Number
Description
Consolidated Financial Statements of Dotdash Meredith Inc., consisting of the consolidated balance sheet as of June 30, 2025 and December 31, 2024, and the related consolidated statements of operations, comprehensive operations, shareholder's equity and cash flows for the three and six months ended June 30, 2025 and 2024, and the related notes.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IAC Inc.
By: /s/ KENDALL HANDLER
Name: Kendall Handler
Title: Executive Vice President, Chief Legal Officer & Secretary
Date: August 4, 2025
4
EX-99.1 2 q22025dotdashmeredithfinan.htm EX-99.1 Document
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS OF DOTDASH MEREDITH INC.
Index to Consolidated Financial Statements
Page Number
F-2
F-3
F-4
F-5
F-7
F-8
F-11
F-13
F-16
F-17
F-21
F-21
F-23
F-24
F-24
F-24
F-1

Consolidated Financial Statements
DOTDASH MEREDITH INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 2025 December 31, 2024
(In thousands, except share data)
ASSETS
Cash and cash equivalents $ 262,735  $ 249,927 
Accounts receivable, net 329,734  409,127 
Other current assets 64,854  80,905 
Total current assets 657,323  739,959 
Leasehold improvements, buildings, land, equipment and capitalized software, net
117,245  122,823 
Goodwill 1,499,873  1,499,873 
Intangible assets, net of accumulated amortization 434,252  479,088 
Other non-current assets 301,155  330,930 
TOTAL ASSETS $ 3,009,848  $ 3,172,673 
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Current portion of long-term debt $ 21,000  $ 35,000 
Accounts payable, trade 33,431  34,105 
Deferred revenue 13,670  18,569 
Accrued expenses and other current liabilities 301,180  384,774 
Total current liabilities 369,281  472,448 
Long-term debt, net 1,412,332  1,435,007 
Other long-term liabilities 270,772  369,340 
Commitments and contingencies
SHAREHOLDER'S EQUITY:
Common stock, $0.01 par value per share; authorized 500,000 shares; 317,570 shares issued and outstanding
Additional paid-in capital 1,622,065  1,556,899 
Accumulated deficit (651,199) (650,336)
Accumulated other comprehensive loss (13,406) (10,688)
Total shareholder's equity 957,463  895,878 
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 3,009,848  $ 3,172,673 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
F-2


DOTDASH MEREDITH INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Revenue $ 427,370  $ 425,161  $ 820,441  $ 815,701 
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below) 158,218  162,312  311,109  319,435 
Selling and marketing expense 124,150  119,144  243,970  240,006 
General and administrative expense 51,692  50,643  67,647  105,871 
Product development expense 30,892  33,318  60,499  67,752 
Depreciation 5,221  6,018  14,394  14,573 
Amortization of intangibles 22,418  35,388  44,836  70,555 
Total operating costs and expenses 392,591  406,823  742,455  818,192 
Operating income (loss) 34,779  18,338  77,986  (2,491)
Interest expense (37,167) (34,474) (65,481) (69,154)
Other income, net 1,985  2,857  4,993  7,280 
(Loss) earnings before income taxes (403) (13,279) 17,498  (64,365)
Income tax (provision) benefit (9,702) 2,388  (18,361) 19,456 
Net loss $ (10,105) $ (10,891) $ (863) $ (44,909)
Stock-based compensation expense by function:
Cost of revenue $ 439  $ 748  $ 774  $ 1,222 
Selling and marketing expense 800  899  1,362  1,430 
General and administrative expense 5,261  4,042  9,476  9,759 
Product development expense 703  991  1,084  1,618 
Total stock-based compensation expense $ 7,203  $ 6,680  $ 12,696  $ 14,029 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
F-3


DOTDASH MEREDITH INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Net loss $ (10,105) $ (10,891) $ (863) $ (44,909)
Other comprehensive (loss) income, net of income taxes:
Change in net unrealized (losses) gains on interest rate swaps (810) 574  (2,610) 4,271 
Change in foreign currency translation adjustment (33) 45  (108) (131)
Total other comprehensive (loss) income, net of income taxes (843) 619  (2,718) 4,140 
Comprehensive loss $ (10,948) $ (10,272) $ (3,581) $ (40,769)
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
F-4


DOTDASH MEREDITH INC.
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
Three and six months ended June 30, 2025
(Unaudited)
Common Stock, $0.01 par value Additional Paid-In Capital Accumulated Deficit Accumulated
Other
Comprehensive
Loss
Total Shareholder's Equity
$ Shares
(In thousands, except share data)
Balance at March 31, 2025 $ 317,570  $ 1,541,811  $ (641,094) $ (12,563) $ 888,157 
Net loss —  —  —  (10,105) —  (10,105)
Other comprehensive loss —  —  —  —  (843) (843)
Stock-based compensation expense —  —  7,203  —  —  7,203 
Contributions from IAC —  —  80,000  —  —  80,000 
Withholding taxes paid on behalf of employees on net settled stock-based awards —  —  (2,864) —  —  (2,864)
Reimbursement to IAC for settlement of equity awards held by employees —  —  (4,085) —  —  (4,085)
Balance at June 30, 2025 $ 317,570  $ 1,622,065  $ (651,199) $ (13,406) $ 957,463 
Common Stock, $0.01 par value Additional Paid-In Capital Accumulated Deficit Accumulated
Other
Comprehensive
Loss
Total Shareholder's Equity
$ Shares
(In thousands, except share data)
Balance at December 31, 2024 $ 317,570  $ 1,556,899  $ (650,336) $ (10,688) $ 895,878 
Net loss —  —  —  (863) —  (863)
Other comprehensive loss —  —  —  —  (2,718) (2,718)
Stock-based compensation expense —  —  12,696  —  —  12,696 
Contributions from IAC —  —  80,000  —  —  80,000 
Withholding taxes paid on behalf of employees on net settled stock-based awards —  —  (13,293) —  —  (13,293)
Reimbursement to IAC for settlement of equity awards held by employees —  —  (14,237) —  —  (14,237)
Balance at June 30, 2025 $ 317,570  $ 1,622,065  $ (651,199) $ (13,406) $ 957,463 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.








F-5


DOTDASH MEREDITH INC.
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
Three and six months ended June 30, 2024
(Unaudited)
Common Stock, $0.01 par value Additional Paid-In Capital Accumulated Deficit Accumulated
Other
Comprehensive
(Loss) Income
Total Shareholder's Equity
$ Shares
(In thousands, except share data)
Balance at March 31, 2024 $ 317,570  $ 1,600,572  $ (672,313) $ (9,020) $ 919,242 
Net loss —  —  —  (10,891) —  (10,891)
Other comprehensive income —  —  —  —  619  619 
Stock-based compensation expense —  —  6,680  —  —  6,680 
Contribution from IAC —  —  50,000  —  —  50,000 
Distribution to IAC —  —  (55,000) —  —  (55,000)
Balance at June 30, 2024 $ 317,570  $ 1,602,252  $ (683,204) $ (8,401) $ 910,650 
Common Stock, $0.01 par value Additional Paid-In Capital Accumulated Deficit Accumulated
Other
Comprehensive
(Loss) Income
Total Shareholder's Equity
$ Shares
(In thousands, except share data)
Balance at December 31, 2023 $ —  1,000  $ 1,644,956  $ (638,295) $ (12,541) $ 994,120 
Net loss —  —  —  (44,909) —  (44,909)
Other comprehensive income —  —  —  —  4,140  4,140 
Stock-based compensation expense —  —  14,029  —  —  14,029 
Contributions from IAC —  —  105,000  —  —  105,000 
Distributions to IAC —  —  (160,000) —  —  (160,000)
Reimbursement to IAC for settlement of equity awards held by employees —  —  (1,730) —  —  (1,730)
Dotdash Meredith Inc. merger 316,570  (3) —  —  — 
Balance at June 30, 2024 $ 317,570  $ 1,602,252  $ (683,204) $ (8,401) $ 910,650 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


F-6


DOTDASH MEREDITH INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
2025 2024
(In thousands)
Cash flows from operating activities:
Net loss $ (863) $ (44,909)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of intangibles 44,836  70,555 
Non-cash lease expense (including right-of-use asset impairments) 16,522  17,903 
Deferred income taxes 15,812  (21,550)
Depreciation 14,394  14,573 
Stock-based compensation expense 12,696  14,029 
Provision for credit losses 1,669  693 
Net gain on lease terminations (36,104) — 
Other adjustments, net 9,665  (1,582)
Changes in assets and liabilities, net of effects of dispositions:
Accounts receivable 67,181  29,914 
Other assets (523) 33,384 
Operating lease liabilities (63,261) (22,793)
Accounts payable and other liabilities (50,372) (19,069)
Income taxes payable and receivable (16,061) (14,116)
Deferred revenue (5,673) (3,523)
Net cash provided by operating activities 9,918  53,509 
Cash flows from investing activities:
Capital expenditures (7,734) (6,257)
Proceeds from the sale of a portion of the retirement investment fund 8,485  — 
Net proceeds from the sales of assets 12,753 
Collection of note receivable —  8,933 
Net cash provided by investing activities 753  15,429 
Cash flows from financing activities:
Principal payments on the Term Loans (1,425,773) (15,000)
Net proceeds from lenders from the Term Loans refinancing 991,451  — 
Proceeds from the issuance of the 2032 Notes 400,000  — 
Debt issuance costs paid to third parties and deferred financing costs (9,916) — 
Contributions from IAC 80,000  105,000 
Distributions to IAC —  (160,000)
Reimbursement to IAC for the settlement of equity awards held by employees (20,324) (1,732)
Withholding taxes paid on behalf of employees on net settled stock-based awards (13,293) — 
Other, net — 
Net cash provided by (used in) financing activities 2,145  (71,729)
Effect of exchange rate changes on cash and cash equivalents and restricted cash 685  (159)
Net increase (decrease) in cash and cash equivalents and restricted cash 13,501  (2,950)
Cash and cash equivalents and restricted cash at beginning of period 257,122  268,699 
Cash and cash equivalents and restricted cash at end of period
$ 270,623  $ 265,749 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
F-7

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On July 31, 2025, Dotdash Meredith Inc. was rebranded “People Inc.” Dotdash Meredith Inc. remains the entity’s legal name. Dotdash Meredith Inc. and its subsidiaries will be referred to herein as “People Inc.,” the “Company,” “we,” “our,” “us” or similar terms, unless the context requires otherwise.
Nature of Operations
People Inc. is 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. is a wholly-owned subsidiary of IAC Inc. (“IAC”).
The Company 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.
Basis of Presentation
The Company prepares its consolidated financial statements (referred to herein as “financial statements”) in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”).
The financial statements include all accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between entities comprising the Company have been eliminated.
For the purpose of the financial statements, income taxes have been computed for the Company on an as if standalone, separate tax return basis. See “Note 7—Income Taxes” for additional information.
The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The unaudited interim financial statements should be read in conjunction with the annual audited financial statements of the Company and notes thereto for the year ended December 31, 2024.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions, if applicable, during the preparation of its financial statements in accordance with GAAP. These estimates, judgments and assumptions affect the amounts reported in the financial statements and the disclosures in the accompanying notes. Actual results could differ from these estimates.
F-8

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, if applicable, including those related to: the fair value of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the recoverability of right-of-use assets (“ROU assets”); the useful lives and recoverability of leasehold improvements, buildings, equipment and capitalized software and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of interest rate swaps; the fair value of a retirement investment fund; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; pension and post-retirement benefit plan asset and liabilities, including actuarial assumptions regarding discount rates, expected returns on plan assets, inflation and healthcare costs; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant.
Lease Termination
During the first quarter of 2025, the Company entered into an agreement to terminate its lease for certain unoccupied office space, which otherwise would have expired in 2032, for a total payment of $43.1 million, consisting of equal payments paid in January and April 2025. The Company recorded a gain on the lease termination of $36.2 million in the first quarter of 2025, which is reflected in “General and administrative expense” in the statement of operations.
General Revenue Recognition
The Company accounts for a contract with a customer when it has approval and commitment from all authorized parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the Company's customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
The Company's disaggregated revenue disclosures are presented in “Note 5 —Segment Information.”
Practical Expedients and Exemptions
For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), applicable to such contracts and does not consider the time value of money.
In addition, as permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is tied to sales-based or usage-based royalties, allocated entirely to unsatisfied performance obligations, or to a wholly unsatisfied promise accounted for under the series guidance and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
Deferred Revenue
Deferred revenue consists of payments that are received or are contractually due in advance of the Company's performance obligation. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the remaining term or expected completion of its performance obligation is one year or less.
F-9

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

The following table presents the changes in deferred revenue:
Six Months Ended June 30,
2025 2024
(In thousands)
Balance at January 1 $ (18,626) $ (17,638)
Beginning deferred revenue balance recognized during the period 17,091  16,844 
Net change primarily due to timing of collections and recognition (12,135) (14,978)
Balance at June 30 $ (13,670) $ (15,772)
Non-current deferred revenue was less than $0.1 million at December 31, 2024, which is included in “Other long-term liabilities” in the balance sheet.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
There were no recently issued pronouncements adopted by the Company during the six months ended June 30, 2025.
Recent Accounting Pronouncements Not Yet Adopted by the Company
ASU No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, which establishes required categories and a quantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of income taxes paid. The guidance's annual requirements are effective for the Company beginning with the reporting period for the fiscal year ending December 31, 2025. Early adoption is permitted, and ASU No. 2023-09 may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2023-09, its impact on its income tax disclosures and the method of adoption. ASU No. 2023-09 does not affect the Company's results of operations, financial condition or cash flows. The Company does not plan to adopt ASU No. 2023-09 early.
ASU No. 2024-03—Income Statement-Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, which is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as purchases of inventory, employee compensation, depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU No. 2024-03 also requires disclosure of the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted, and ASU No. 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2024-03, its impact on its disclosures and the method of adoption. ASU No. 2024-03 does not affect the Company's results of operations, financial condition or cash flows. The Company does not plan to adopt ASU No. 2024-03 early.
Stockholder's Equity Correction
F-10

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

In the first quarter of 2025, the Company retroactively corrected the presentation of “Common stock,” “Additional paid-in capital” and “Shares issued and outstanding” in the balance sheet and statement of shareholder's equity. An error occurred following the March 1, 2024 merger of the Company, whereby the existing parent entity, Dotdash Meredith, Inc. merged into its subsidiary Dotdash Media Inc. Upon the effectiveness of the merger, the subsidiary’s name was amended and renamed Dotdash Meredith Inc. This correction has no impact on the Company's results of operations, financial condition or cash flows. The Company assessed the materiality of these adjustments and concluded they were quantitatively and qualitatively immaterial.
NOTE 2—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
F-11

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
  June 30, 2025
  Level 1 Level 2 Level 3 Total Fair Value Measurements
  (In thousands)
Assets:
Cash equivalents:
Money market funds $ 210,417  $ —  $ —  $ 210,417 
Time deposits —  19,257  —  19,257 
Other current assets:
Retirement investment fund —  5,417  —  5,417 
Total $ 210,417  $ 24,674  $ —  $ 235,091 
Liabilities:
Other long-term liabilities:
Interest rate swaps(a)
$ —  $ (1,710) $ —  $ (1,710)
_____________________
(a) Interest rate swaps relate to the $350 million notional amount which hedge the Company's Term Loan B-2 and, prior to the effectiveness of Amendment No. 3 to the Credit Agreement and Second Amendment to the Security Agreement, Term Loan B-1. See “Note 3—Long-term Debt” for additional information. The fair value of interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which are Level 2 inputs.
December 31, 2024
Level 1 Level 2 Level 3 Total Fair Value Measurements
(In thousands)
Assets:
Cash equivalents:
Money market funds $ 207,389  $ —  $ —  $ 207,389 
Time deposits —  18,098  —  18,098 
Other current assets:
Retirement investment fund —  13,763  —  13,763 
Other non-current assets:
Interest rate swaps(a)
—  1,715  —  1,715 
Total $ 207,389  $ 33,576  $ —  $ 240,965 
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, leasehold improvements, buildings, equipment and capitalized software, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Financial instruments measured at fair value only for disclosure purposes
The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $1.43 billion and $1.49 billion at June 30, 2025 and December 31, 2024, respectively.
F-12

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 3—LONG-TERM DEBT
Long-term debt consists of:
June 30, 2025 December 31, 2024
(In thousands)
Term Loan A-1 due May 14, 2030 $ 350,000  $ — 
Term Loan B-2 due June 16, 2032 700,000  — 
7.625% Senior Secured Notes due June 15, 2032; interest payable each June 15 and December 15 400,000  — 
Term Loan A due December 1, 2026 —  297,500 
Term Loan B-1 due December 1, 2028 —  1,182,500 
Total long-term debt 1,450,000  1,480,000 
Less: current portion of long-term debt 21,000  35,000 
Less: original issue discount 3,625  3,512 
Less: unamortized debt issuance costs 13,043  6,481 
Total long-term debt, net $ 1,412,332  $ 1,435,007 
On November 26, 2024, the Company entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”), which governed both the Term Loan A and the then existing revolving credit facility, and replaced $1.18 billion of the then outstanding Term Loan B principal with an equal amount of the Term Loan B-1 due December 1, 2028. On May 14, 2025, the Company entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which (1) replaced $288.8 million of the then outstanding Term Loan A due December 1, 2026 with $350 million of the Term Loan A-1 due May 14, 2030 (“Term Loan A-1”) and (2) provided for a new five-year $150 million revolving credit facility (“Revolving Facility”) that expires on May 14, 2030, which replaced the then existing revolving credit facility that expired on December 1, 2026. On June 16, 2025, the Company completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 due December 1, 2028 with a combination of $700 million of the Term Loan B-2 due June 16, 2032 (“Term Loan B-2”) and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). On June 16, 2025, the Company also entered into an indenture that governs the 2032 Notes (the “Indenture”) and Amendment No. 3 to the Credit Agreement and Second Amendment to the Security Agreement (“Amendment No. 3”), which governs the new Term Loan A-1, Term Loan B-2 and Revolving Facility. The Term Loan A, Term Loan A-1, Term Loan B, Term Loan B-1 and Term Loan B-2 are collectively referred to herein as the “Term Loans.” In addition to extending the maturity dates of the Company’s debt, the refinancing transactions resulted in a net decrease in debt of $21.3 million, which was funded by cash on hand.
During the second quarter, the Company recorded an extinguishment loss of $8.5 million to write off a pro-rata amount of unamortized capitalized costs and the original issue discount related to the previously outstanding Term Loans and the then existing revolving credit facility as a result of the refinancing transactions. Debt issuance costs and original issuance discount related to the refinancing transactions of $12.9 million and $3.5 million, respectively, were recorded and are presented as a reduction of the carrying value of the related debt in the balance sheet. The deferred financing costs of $0.8 million related to the Revolving Facility were capitalized and are included in “Other non-current assets” in the balance sheet. The extinguishment loss is recorded in “Interest expense” in the statement of operations. Fees incurred of $0.5 million that did not qualify for capitalization are recorded in “Other income, net” in the statement of operations.
The Company has never made any borrowings under any of its revolving credit facilities. The annual commitment fee on undrawn funds is based on the Company's most recently reported consolidated net leverage ratio, as defined in the governing agreements, and was 35 and 40 basis points at June 30, 2025 and December 31, 2024, respectively. Any borrowings under the Revolving Facility would bear interest, at the Company's option, at either a base rate or SOFR, plus an applicable margin, which is based on the Company's consolidated net leverage ratio.
F-13

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

As of the last day of any calendar quarter, subject to certain exemptions and increases for qualifying material acquisitions, the governing agreements require the Company to maintain a consolidated net leverage ratio as of the last day of such quarter of no greater than 5.5 to 1.0, all as defined in the governing agreements. The governing agreements contain additional covenants that would limit the Company’s ability to pay dividends, incur incremental secured indebtedness or make distributions or certain investments in the event a default has occurred or if the Company’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts, all as defined in the governing agreements. The Company’s consolidated net leverage ratio was less than 4.0 to 1.0 for the test periods ended June 30, 2025 and December 31, 2024.
The governing agreements permit, among other things, IAC to contribute cash to the Company, which IAC has in the past and may in the future, to provide, among other things, additional liquidity to improve the Company’s consolidated net leverage ratios for any test period. In connection with these capital contributions, the Company may make distributions to IAC in amounts not to exceed these capital contributions, provided that no default has occurred and is continuing. In June 2025, IAC contributed $80 million to the Company, which the Company subsequently distributed to IAC in July 2025. This contribution resulted in an improvement to the Company's consolidated net leverage ratio that enabled the Company to reduce the interest rate on the Term Loan A-1 and the commitment fee on the Revolving Facility. In March 2024 and June 2024, IAC contributed $55 million and $50 million, respectively, to the Company; the Company subsequently distributed the $55 million and the $50 million to IAC in April 2024 and July 2024, respectively. The 2024 contributions had no impact on the Company's consolidated net leverage ratio compliance; the ratios were greater than 4.0 to 1.0 but less than 5.5 to 1.0 as of both March 31, 2024 and June 30, 2024 with or without the 2024 contributions.
The obligations under the governing agreements are guaranteed by certain of the Company's wholly-owned domestic subsidiaries and are secured by substantially all of the assets of the Company and those subsidiaries.
Long-term Debt Maturities:
The Term Loan A-1 requires quarterly principal payments of $4.4 million commencing September 30, 2025 through December 31, 2027, $8.8 million thereafter through December 31, 2028 and $13.1 million thereafter through maturity. The Term Loan B-2 requires quarterly principal payments of $1.8 million commencing March 31, 2026 through maturity. Annually, the Term Loan B-2 may require additional principal payments as part of an excess cash flow sweep provision, the amount of which, in part, is governed by the applicable net leverage ratio and further subject to the excess cash flow exceeding certain thresholds as defined in the governing agreements. No such payment was required on the Term Loan B-1 related to the period ended December 31, 2024.
F-14

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Long-term debt maturities at June 30, 2025 are summarized in the table below:
Year Ending December 31, (In thousands)
Remainder of 2025
$ 8,750 
2026 24,500 
2027 24,500 
2028 42,000 
2029 59,500 
Thereafter 1,290,750 
Total 1,450,000 
Less: current portion of long-term debt 21,000 
Less: unamortized original issue discount 3,625 
Less: unamortized debt issuance costs 13,043 
Total long-term debt, net $ 1,412,332 
Any time prior to June 15, 2028, the Company may redeem all or a part of the 2032 Notes, by providing notice pursuant to the Indenture, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus the applicable premium, as defined in the Indenture, and accrued and unpaid interest, if any, to, but not including, the date of redemption. On and after June 15, 2028, the 2032 Notes may be redeemed at the prices set forth below (expressed as percentages of principal amount of the 2032 Notes to be redeemed), plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:
Year Percentage
2028 103.813%
2029 101.906%
2030 and thereafter 100.000%
Prior to June 15, 2028, during each twelve-month period commencing with June 16, 2025, up to 10% of the aggregate principal amount of the 2032 Notes may be redeemed at a redemption price equal to 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Interest Rates and Interest Rate Swaps:
Prior to the effectiveness of Amendment No. 2 and Amendment No. 3, the Term Loan A bore interest at an adjusted term secured overnight financing rate (“SOFR”) plus an applicable margin depending on the Company's most recently reported consolidated net leverage ratio, each as defined in the governing agreements. The adjustment to SOFR was fixed at 0.10% under Amendment No. 1, and such adjustment was removed upon the execution of Amendment No. 2. At June 30, 2025, the Term Loan A-1 bore interest at SOFR plus 2.00%, or 6.31%. At December 31, 2024, the Term Loan A bore interest at an adjusted term SOFR plus 2.25%, or 6.94%. At June 30, 2025 and December 31, 2024, the Term Loan B-2 and the Term Loan B-1, respectively, bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.82% and 8.05%, respectively, as the applicable margin was unchanged under the governing agreements. Interest payments are due at least quarterly through the respective maturity dates of the Term Loans.
The Company holds interest rate swaps with a total notional amount of $350 million, which synthetically convert a portion of the Term Loan B-2 and, prior to the effectiveness of Amendment No. 3, the Term Loan B-1, from a variable rate to a fixed rate to manage interest rate risk exposure until April 1, 2027. Should SOFR continue to 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.
F-15

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

The Company has designated the interest rate swaps as cash flow hedges and applies hedge accounting to these contracts in accordance with FASB ASC Topic 815, Derivatives and Hedging. As cash flow hedges, the interest rate swaps are recognized at fair value on the balance sheet as either assets or liabilities, with the changes in fair value recorded in “Accumulated other comprehensive loss” in the balance sheet. Realized gains or losses are reclassified into “Interest expense” in the statement of operations. The cash flows related to interest settlements of the hedged monthly interest payments are classified as operating activities in the statement of cash flows, consistent with the interest expense on the related Term Loan B-2 and the Term Loan B-1.
The Company assessed hedge effectiveness at the time of entering into these agreements and determined these interest rate swaps are expected to be highly effective. The Company evaluates the hedge effectiveness of the interest rate swaps quarterly, or more frequently, if necessary, by verifying (i) that the critical terms of the interest rate swaps continue to match the critical terms of the hedged interest payments and (ii) that it is probable the counterparties will not default. If the two requirements are met, the interest rate swaps are determined to be effective and all changes in the fair value of the interest rate swaps are recorded in “Accumulated other comprehensive loss.” See “Note 4—Accumulated Other Comprehensive Loss” for the net unrealized gains and losses before reclassifications in “Accumulated other comprehensive loss” and realized gains reclassified into “Interest expense” for the three and six months ended June 30, 2025 and 2024. At June 30, 2025, less than $0.1 million is expected to be reclassified into interest expense within the next twelve months as net realized gains.
NOTE 4—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive loss, net of income tax:
Three Months Ended June 30, 2025
Foreign Currency Translation Adjustment Unrealized Losses on Interest Rate Swaps Accumulated Other Comprehensive Loss
(In thousands)
Balance at April 1 $ (12,070) $ (493) $ (12,563)
Other comprehensive loss before reclassifications (33) (362) (395)
Amounts reclassified to earnings —  (448) (448)
Net current period other comprehensive loss (33) (810) (843)
Balance at June 30 $ (12,103) $ (1,303) $ (13,406)
Three Months Ended June 30, 2024
Foreign Currency Translation Adjustment Unrealized Gains on Interest Rate Swaps Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at April 1 $ (12,021) $ 3,001  $ (9,020)
Other comprehensive income before reclassifications 45  1,906  1,951 
Amounts reclassified to earnings —  (1,332) (1,332)
Net current period other comprehensive income 45  574  619 
Balance at June 30 $ (11,976) $ 3,575  $ (8,401)
F-16

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Six Months Ended June 30, 2025
Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Interest Rate Swaps Accumulated Other Comprehensive Loss
(In thousands)
Balance at January 1 $ (11,995) $ 1,307  $ (10,688)
Other comprehensive loss before reclassifications (108) (1,717) (1,825)
Amounts reclassified to earnings —  (893) (893)
Net current period other comprehensive loss (108) (2,610) (2,718)
Balance at June 30 $ (12,103) $ (1,303) $ (13,406)
Six Months Ended June 30, 2024
Foreign Currency Translation Adjustment Unrealized (Losses) Gains On Interest Rate Swaps Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at January 1 $ (11,845) $ (696) $ (12,541)
Other comprehensive (loss) income before reclassifications (131) 6,946  6,815 
Amounts reclassified to earnings —  (2,675) (2,675)
Net current period other comprehensive (loss) income (131) 4,271  4,140 
Balance at June 30 $ (11,976) $ 3,575  $ (8,401)
At June 30, 2025 and 2024, there was $0.4 million of deferred income tax benefit and $1.1 million of deferred income tax provision, respectively, related to unrealized losses and gains on interest rate swaps.
NOTE 5—SEGMENT INFORMATION
The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker's (“CODM”) view of the business. The Chief Executive Officer is the CODM of the Company. In determining our operating segments, we consider how the business is organized as to segment management and the focus of the business with regards to the types of services or products offered or the target market. The Company's operating segments are the same as the reportable segments.
F-17

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Disaggregated Revenue
The following table presents revenue by segment:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Revenue:
Digital $ 260,361  $ 238,081  $ 484,577  $ 447,405 
Print 173,542  191,681  347,336  377,581 
Intersegment eliminations(a)
(6,533) (4,601) (11,472) (9,285)
Total $ 427,370  $ 425,161  $ 820,441  $ 815,701 
_____________________
(a) Intersegment eliminations primarily relate to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.
The following table presents the revenue of the Company's segments disaggregated by type of service:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Revenue:
Digital:
Advertising revenue $ 161,178  $ 153,429  $ 295,747  $ 286,328 
Performance marketing revenue 61,055  53,542  118,321  105,086 
Licensing and other revenue 38,128  31,110  70,509  55,991 
Total Digital revenue 260,361  238,081  484,577  447,405 
Print:
Subscription revenue 73,470  76,115  147,816  154,106 
Advertising revenue 36,794  45,136  74,037  87,609 
Project and other revenue 31,186  37,990  57,107  66,544 
Newsstand revenue 26,529  24,132  54,624  50,418 
Performance marketing revenue 5,563  8,308  13,752  18,904 
Total Print revenue 173,542  191,681  347,336  377,581 
Intersegment eliminations(a)
(6,533) (4,601) (11,472) (9,285)
Total revenue $ 427,370  $ 425,161  $ 820,441  $ 815,701 
F-18

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Segment Expenses
The following table presents the significant segment expenses regularly provided to the CODM for each of the Company's segments that are included in determining Segment Adjusted EBITDA, which is the Company's segment reporting performance measure:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Segment Expenses:
Digital:
Cost of revenue $ 76,832  $ 67,215  $ 146,461  $ 127,281 
Selling and marketing expense 65,733  52,937  125,046  108,115 
General and administrative expense 26,027  24,595  51,374  50,662 
Product development expense 28,760  29,888  56,332  60,942 
Total Digital expenses 197,352  174,635  379,213  347,000 
Print:
Cost of revenue 82,588  94,366  165,735  190,949 
Selling and marketing expense 62,509  69,892  127,173  139,729 
General and administrative expense 10,285  11,774  21,159  25,554 
Product development expense 1,429  2,439  3,083  5,192 
Total Print expenses 156,811  178,471  317,150  361,424 
Other:
Other(b)(c)
10,119  10,232  (14,362) 19,896 
Intersegment eliminations (6,533) (4,601) (11,472) (9,285)
Total expenses $ 357,749  $ 358,737  $ 670,529  $ 719,035 
___________________
(b) Other comprises unallocated corporate expenses.
(c) The six months ended June 30, 2025 include a gain of $36.2 million related to the termination of a lease for certain unoccupied office space, which otherwise would have expired in 2032. See “Note 1—The Company and Summary of Significant Accounting Policies” for additional information.
F-19

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Segment Reporting Performance Measure and Reconciliations
Adjusted EBITDA is the segment reporting performance measure used by the CODM as one of the metrics by which we evaluate the performance of our business and our internal budgets are based and may impact management compensation. Adjusted EBITDA 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. The following table presents a summary of Segment Adjusted EBITDA:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Segment Adjusted EBITDA:
Digital $ 63,009  $ 63,446  $ 105,364  $ 100,405 
Print 16,731  13,210  30,186  16,157 
Other(b)(c)
(10,119) (10,232) 14,362  (19,896)
Total Segment Adjusted EBITDA $ 69,621  $ 66,424  $ 149,912  $ 96,666 
The following table reconciles total Segment Adjusted EBITDA to (loss) earnings before income taxes:
  Three Months Ended June 30, Six Months Ended June 30,
  2025 2024 2025 2024
  (In thousands)
Total Segment Adjusted EBITDA $ 69,621  $ 66,424  $ 149,912  $ 96,666 
Stock-based compensation expense (7,203) (6,680) (12,696) (14,029)
Depreciation (5,221) (6,018) (14,394) (14,573)
Amortization of intangibles (22,418) (35,388) (44,836) (70,555)
Interest expense (37,167) (34,474) (65,481) (69,154)
Other income, net 1,985  2,857  4,993  7,280 
(Loss) earnings before income taxes $ (403) $ (13,279) $ 17,498  $ (64,365)
Segment Assets
Segment asset information is not regularly presented to the CODM.
Geographic Information
Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Revenue:
United States $ 400,148  $ 397,573  $ 773,233  $ 761,053 
All other countries 27,222  27,588  47,208  54,648 
Total $ 427,370  $ 425,161  $ 820,441  $ 815,701 
F-20

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

June 30, 2025 December 31, 2024
(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
United States $ 312,071  $ 341,156 
All other countries 1,944  2,284 
Total $ 314,015  $ 343,440 
NOTE 6—PENSION AND POST-RETIREMENT BENEFIT PLANS
The following tables present the components of net periodic benefit cost (credit) for the pension and post-retirement benefit plans:
Three Months Ended June 30, 2025 Three Months Ended June 30, 2024
Pension Post-Retirement Pension Post-Retirement
Domestic International Domestic Domestic International Domestic
(In thousands)
Service cost $ —  $ —  $ —  $ 51  $ —  $ — 
Interest cost 37  5,453  53  742  4,759  52 
Expected return on plan assets —  (5,441) —  (548) (4,760) — 
Actuarial loss (gain) recognition 40  —  —  (841) —  — 
Net periodic benefit cost (credit) $ 77  $ 12  $ 53  $ (596) $ (1) $ 52 

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024
Pension Post-Retirement Pension Post-Retirement
Domestic International Domestic Domestic International Domestic
(In thousands)
Service cost $ —  $ —  $ —  $ 102  $ —  $ — 
Interest cost 74  10,608  106  1,471  9,546  103 
Expected return on plan assets —  (10,584) —  (1,112) (9,547) — 
Actuarial loss (gain) recognition 40  —  —  (1,104) —  — 
Net periodic benefit cost (credit) $ 114  $ 24  $ 106  $ (643) $ (1) $ 103 
The components of net periodic benefit cost (credit) other than the service cost component, are included in “Other income, net” in the statement of operations.
NOTE 7—INCOME TAXES
The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, the income tax provision and/or benefit has been computed for the Company on an as if standalone, separate tax return basis and payments to and refunds from IAC for the Company's share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within operating activities in the statement of cash flows. Any differences between taxes currently payable to or receivable from IAC and the current tax provision computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital and as financing activities within the statement of cash flows.
F-21

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or the Company's tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision or benefit in the quarter in which the change occurs.
For the three months ended June 30, 2025, the Company recorded an income tax provision of $9.7 million despite a pre-tax loss and an income tax provision of $18.4 million for the six months ended June 30, 2025 due primarily to a deferred tax adjustment and realized income tax shortfalls generated by stock-based awards. For the three and six months ended June 30, 2024, the Company recorded an income tax benefit of $2.4 million and $19.5 million, respectively, which represents an effective income tax rate of 18% and 30%, respectively. For the three months ended June 30, 2024, the effective income tax rate was lower than the statutory rate of 21% due primarily to state taxes, partially offset by research credits. For the six months ended June 30, 2024, the effective income tax rate was higher than the statutory rate of 21% due primarily to research credits, partially offset by state taxes.
The Company's income taxes are routinely under audit by federal, state, local and foreign authorities as a result of previously filed separate company and consolidated income tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Company is not currently under audit by the Internal Revenue Service. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2015. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from the examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material.
At June 30, 2025 and December 31, 2024, unrecognized tax benefits, including interest and penalties, were $7.5 million and $6.7 million, respectively. Unrecognized tax benefits, including interest and penalties, at June 30, 2025 increased by $0.8 million due primarily to research credits. If unrecognized tax benefits at June 30, 2025 are subsequently recognized, income tax expense would be reduced by $7.2 million, net of related deferred tax assets and interest. The comparable amount at December 31, 2024 was $6.4 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.3 million by June 30, 2026 due to statute expirations and expected settlements, all of which would reduce the income tax provision.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act has multiple changes to the Internal Revenue Code with certain changes effective in 2025 and others with effective dates through 2027. These changes include allowing accelerated tax deductions for domestic research expenditures and qualified property, and changes to the net interest expense deduction limitations. We are in the process of evaluating the impact of the Act to our financial statements; the impact will be recorded in the third quarter of 2025.
F-22

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 8—FINANCIAL STATEMENT DETAILS
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:
June 30, 2025 December 31, 2024 June 30, 2024 December 31, 2023
(In thousands)
Cash and cash equivalents
$ 262,735  $ 249,927  $ 258,554  $ 261,580 
Restricted cash included in other current assets —  7,195  7,195  7,119 
Restricted cash included in other non-current assets 7,888  —  —  — 
Total cash and cash equivalents and restricted cash as shown on the statement of cash flows $ 270,623  $ 257,122  $ 265,749  $ 268,699 
Restricted cash included in “Other current assets” and “Other non-current assets” in the balance sheet primarily consists of cash held in escrow related to the funded pension plan in the United Kingdom for all periods presented.
Credit Losses
The following table presents the changes in the allowance for credit losses:
Six Months Ended June 30,
2025 2024
(In thousands)
Balance at January 1 $ 6,096  $ 5,931 
Current period provision for credit losses 1,669  693 
Write-offs charged against the allowance (2,829) (2,044)
Recoveries collected 53  25 
Other —  159 
Balance at June 30 $ 4,989  $ 4,764 
Accumulated Depreciation and Amortization
The following table provides the accumulated depreciation and amortization within the balance sheet:
Asset Category June 30, 2025 December 31, 2024
(In thousands)
Leasehold improvements, buildings, equipment, and capitalized software
$ 79,639  $ 71,436 
Intangible assets
$ 622,253  $ 577,417 
Other income, net
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(In thousands)
Interest income $ 2,078  $ 2,573  $ 4,780  $ 6,314 
Other
(93) 284  213  966 
Other income, net $ 1,985  $ 2,857  $ 4,993  $ 7,280 

F-23

DOTDASH MEREDITH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 9—CONTINGENCIES
In the ordinary course of business, the Company is subject to various lawsuits and other contingent matters. The Company establishes accruals for specific legal and other matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal and other matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, and for which the Company cannot estimate a loss or range of loss, will not have a material impact on the liquidity, results of operations or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including unrecognized tax benefits and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations or financial condition of the Company. See “Note 7—Income Taxes” for information related to unrecognized tax benefits.
NOTE 10—RELATED PARTY TRANSACTIONS
At June 30, 2025 and December 31, 2024, the Company had an outstanding payable due to IAC of $0.4 million and $17.5 million, respectively, related to the Company's share of IAC's consolidated tax liabilities, which is included in “Accrued expenses and other current liabilities” in the balance sheet. The balance outstanding at December 31, 2024 was subsequently paid to IAC in April 2025.
As permitted by the governing agreements, IAC made quarterly capital contributions to the Company which the Company subsequently distributed to IAC. Refer to “Note 3—Long-term Debt” for additional information.

In April 2025, the Company’s outstanding stock-based awards that were denominated in the equity of the Company were converted into IAC restricted stock units. Stock-based awards held by employees of the Company are settled in shares of IAC common stock, which are issued to employees net of a deduction of required tax withholdings, which are remitted on the employees' behalf. The Company reimburses IAC in the form of cash and/or Company common shares at IAC’s election for stock-based awards settled in IAC common stock. At June 30, 2025 and December 31, 2024, the Company had an outstanding payable due to IAC of less than $0.1 million and $6.1 million, respectively, for the reimbursement for shares of IAC common stock used to settle stock-based awards held by employees of the Company and, as of December 31, 2024, the reimbursement of certain withholding taxes. These amounts were subsequently paid by the Company in July and February 2025, respectively.
NOTE 11—SUBSEQUENT EVENTS
In preparing these financial statements, management evaluated subsequent events through August 4, 2025, on which date the financial statements were available for issue.
F-24