Form 8-K

8-K — IAC Inc.

Accession: 0001104659-26-068672

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001800227

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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):

June 1, 2026

IAC Inc.

(Exact name of registrant as specified in charter)

Delaware

001-39356

84-3727412

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

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 June 1, 2026, IAC Inc. (“IAC”),

which is in the process of being renamed “People Incorporated,” issued a press release with respect to a proposal to acquire

all of the outstanding shares of common stock of MGM Resorts International not already owned by IAC. The press release is attached as

Exhibit 99.1 hereto.

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.

Item 9.01. Financial Statements and Exhibits

Exhibits.

Exhibit No.

Description of Exhibit

99.1

Press Release of IAC Inc., dated as of June 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 1, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616473d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

PEOPLE INCORPORATED PROPOSES TO ACQUIRE

MGM RESORTS INTERNATIONAL FOR $48.30 PER SHARE

IN CASH

NEW YORK, June 1, 2026

— People Incorporated, previously IAC (NASDAQ: IAC), announced today that it has submitted a non-binding proposal to the Board of

Directors of MGM Resorts International (NYSE: MGM) to acquire all outstanding shares of MGM that People Incorporated does not already

own for $48.30 per share in cash. This proposal represents a premium of 24.1% to the volume-weighted average price of MGM common stock

for the 30 trading days ending on May 29, 2026, a more than 30% premium to the stock’s volume-weighted average price for the

90 trading days ending on the same date, and a 10.6% premium to the most recent closing price.

People Incorporated today owns 26.1% of the outstanding common stock

of MGM.

“We began investing in MGM nearly six years ago because we believed

it represented a rare kind of business: one with real world assets that AI cannot easily replicate or disintermediate and exceptional

digital growth opportunities. That conviction has only strengthened over time,” said Barry Diller, Chairman and Senior Executive,

People Incorporated. “We continue to believe the market materially undervalues the power and durability of MGM’s assets. We

believe MGM’s management team is superb, and that there is a compelling opportunity to support MGM’s next phase of growth

and help unlock its full value.”

Continued Mr. Diller, “I

believe this transaction would deliver significant benefits to the shareholders of both companies. MGM shareholders would be given the

opportunity to de-risk their investment and realize immediate, attractive value in cash for their shares. We are confident in our ability

to execute on a transaction promptly with engagement from the MGM Board of Directors.”

People Incorporated expects to fund any transaction with a combination

of existing cash on hand at People Incorporated and MGM and additional debt and equity funding commitments. People Incorporated expects

that it will own just over 50.1% of the equity of the company, with other investors (which may include existing shareholders of MGM) holding

minority interests. People Incorporated would control the MGM business.

People Incorporated has submitted the below letter to the MGM Board

of Directors setting forth the terms of the proposal:

June 1, 2026

Board of Directors

c/o

Paul Salem, Chairman of the Board

William Hornbuckle, Chief Executive

Officer & President

MGM Resorts International

3600 Las Vegas Boulevard South,

Las Vegas, Nevada 89109

Dear Members of the Board of Directors:

People Incorporated (f/k/a IAC) began investing in MGM in 2020, based

on our view that it represents a durable growth business not easily displaced by technology.

We believe that MGM’s assets and businesses are not currently

realizing their full potential in the public markets and that it will be difficult to correct this situation in MGM’s current form

as a public company. Accordingly, we would like to work with MGM to agree on a transaction in which our company and other investors provide

MGM’s public shareholders with an attractive premium in cash for their interest in MGM, and MGM would become a private company.

People Incorporated is accordingly submitting a non-binding proposal to acquire all of the outstanding shares of common stock of MGM not

already owned by IAC, for 100% cash consideration of $48.30 per share. This proposal represents a premium of 24.1% to the volume-weighted

average price of MGM common stock for the 30 trading days ending on May 29, 2026, a more than 30% premium to the volume-weighted

average price for the 90 trading days ending on the same date, and a 10.6% premium to the most recent closing price.

People Incorporated will be a good steward for MGM’s assets,

given our large stake in the business today and our deep familiarity with the business. MGM shareholders will receive attractive value

for their shares, fully de-risking their investment at a compelling return.

Our proposal is subject to customary conditions, including the negotiation

and execution of a mutually satisfactory binding agreement. Given our substantial knowledge of MGM, we expect that we can complete our

confirmatory due diligence quickly, in parallel with negotiation of the definitive transaction agreements and finalizing required financing,

and reach a prompt signing.

We can deliver a highly certain transaction. The transaction would

not be subject to any financing condition, and we are confident in our ability to fund the purchase price while maintaining prudent leverage,

based on existing cash on hand at People Incorporated and MGM and preliminary conversations with other potential equity investors and

financing sources. The transaction would be subject to limited competition approvals and applicable gaming regulatory approvals, and we

would work closely with MGM in obtaining those approvals.

We expect that People Incorporated would own just over a majority of

the post-closing equity in MGM, and would have control over the business, with minority ownership by other investors (who may include

some current MGM shareholders). We expect MGM’s current management team would continue to lead the business and would seek to discuss

suitable terms with the relevant individuals at the appropriate point in the process.

We fully recognize that the MGM board will need to consider this transaction

under the appropriate Delaware procedures, and of course I will recuse myself from any deliberations of the MGM Board regarding this transaction

or any alternative. We wish to confirm to you that People Incorporated has no intention to sell our existing ownership stake in MGM, or

to pursue or vote in favor of any merger or other similar extraordinary transaction that would result in a change in control to another

party or dilute in any meaningful respect our economic and voting interest in MGM.

This letter is a non-binding expression of interest only, and People

Incorporated reserves the right to withdraw or modify the proposal at any time, or to terminate discussions and negotiations at any time

in our sole discretion. No legal obligation with respect to our proposal or any other matter will arise unless and until we have executed

definitive transaction documentation with MGM. People Incorporated intends to promptly file an amended Schedule 13D reflecting the submission

of this proposal.

We are prepared to work expeditiously to agree to a definitive transaction.

Sincerely,

Barry Diller

Cautionary Statement Regarding Forward-Looking Information

This press release may contain “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,”

“intends,” “estimates,” “expects,” “plans” and “believes,” among others, generally

identify forward-looking statements. These forward-looking statements include, among others, statements relating to the

proposal submitted to MGM, any potential transaction that might result therefrom and the timing, terms or likelihood of completion of

any such transaction, the anticipated benefits of any such transaction, and similar matters. Actual results could differ materially from

those contained in these forward-looking statements for a variety of reasons, including, among others: (i) the impact of advances

in artificial intelligence (“AI”) and other digital technologies, including AI-enabled search features, on how users access

and consume information and the resulting effects on traffic, engagement and monetization, (ii) our reliance on search engines and

third-party platforms, including changes in algorithms, policies, economics or features (including those implemented by Google), as well

as the potential expiration or modification of key commercial agreements, (iii) our ability to effectively market our products and

services in a cost-efficient manner across evolving digital channels, (iv) our dependence on advertising revenue and the sensitivity

of such revenue to macroeconomic conditions, including factors affecting advertiser demand, consumer confidence and discretionary spending,

as well as geopolitical and broader market uncertainty, (v) our ability to adapt to changes in digital marketing practices, including

limitations on data access, tracking technologies and targeting capabilities, (vi) our ability to develop, distribute and monetize

our products and services across mobile and other platforms and maintain effective relationships with third-party partners, (vii) the

continued growth, engagement and monetization of our digital publishing brands, (viii) risks related to our Print business, including

ongoing revenue declines, cost pressures (including paper and postage), and reliance on key vendors, (ix) our ability to access,

collect, use and protect personal data and comply with evolving privacy and data protection laws and platform restrictions, (x) our

ability to effectively engage with users, subscribers and caregivers across communication channels, (xi) the concentration of voting

control among our Chairman and Senior Executive and related parties, (xii) risks related to our liquidity and indebtedness, including

our ability to service debt and comply with related covenants, as well as limitations on access to subsidiary cash flows, (xiii) risks

related to strategic transactions and initiatives, including our ability to realize anticipated benefits from prior transactions and execute

future initiatives, (xiv) competitive pressures in rapidly evolving industries, including from larger or better-positioned competitors

and AI-enabled offerings, (xv) our ability to build, maintain and protect our brands, (xvi) cybersecurity risks, including increasingly

sophisticated attacks (including those enabled by AI) and vulnerabilities at third-party providers, (xvii) data security breaches,

fraud and related liabilities, (xviii) risks associated with the integrity, scalability and reliability of our systems, technology

and infrastructure, (xix) the impact of general economic, geopolitical and public health conditions, (xx) our dependence on

key personnel and leadership transitions, (xxi) volatility in our stock price and risks related to our capital allocation strategy,

(xxii) risks related to the planned corporate consolidation, (xxiii) the proposal made to MGM for a potential transaction, including

whether any transaction may result from such proposal, (xxiv) the terms of any transaction which may result from the proposal made

to MGM, and whether any such transaction would be completed, on the anticipated timing or terms or at all, (xxv) whether any required

approvals or financing for any transaction with MGM would be obtained, (xxvi) whether any anticipated benefits of any such transaction

with MGM would be realized if such a transaction were to be completed, (xxvii) any litigation that may result from any transaction

or proposed transaction involving MGM, (xxviii) the effect of the announcement of the proposal to MGM on the ability of IAC and MGM

to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships, and (xxix) other

risks related to the proposal made to MGM and actions related thereto. Certain of these and other risks and uncertainties are described

in our filings with the Securities and Exchange Commission (the “SEC”), including the most recent Annual Report on Form 10-K

filed with the SEC on February 20, 2026, and subsequent reports that we file with the SEC. Other unknown or unpredictable factors

that could also adversely affect our 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 press release.

###

About People Incorporated

People Incorporated is the owner of America’s largest publisher,

People Inc., home to more than 40 celebrated brands including PEOPLE, Food & Wine, Travel + Leisure, InStyle, Better Homes &

Gardens, and Southern Living, attracting a total of 175 million consumers each month. The company also holds a significant minority stake

in MGM Resorts International, reflecting our belief in the power and potential of businesses built around enduring consumer brands and

iconic, real-world experiences.

People Incorporated represents the latest evolution in a long tradition

of entrepreneurial ownership, disciplined capital allocation, and opportunistic value creation. Over three decades, the company has built,

operated, invested in, and spun off many of the internet and media industry’s defining businesses, and that same spirit of opportunism

drives us today. People Incorporated is headquartered in New York City.

People Incorporated Investor Relations

Mark Schneider

(212) 314-7400

People Incorporated Corporate Communications

Valerie Combs

(212) 314-7251

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