People Inc

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Overview

On June 4, 2026, IAC Inc. changed its name to People Incorporated (NASDAQ: PPLI), which is the owner of publisher, People Inc. Group. People Incorporated also holds a significant minority stake in MGM Resorts International (“MGM”).

On June 30, 2026, Dotdash Meredith Inc. amended and restated its certificate of incorporation to change its name to People Inc. Group. As used herein, “People Inc.” refers to People Inc. Group.

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

Proposed Acquisition of MGM

On June 1, 2026, the Company announced that it submitted a non-binding proposal to the board of directors of MGM to acquire all outstanding shares of MGM that the Company does not already own for $48.30 per share in cash. The Company 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.

Corporate Restructuring

On April 28, 2026, the Company initiated a plan to consolidate its corporate functions with those of People Inc. through a reduction in workforce, technology integrations and other cost-saving measures over the coming quarters (the “Plan”). The Plan is expected to be completed during the first quarter of 2027.

The total costs expected to be incurred in connection with the Plan are approximately $63.0 million, including approximately $14.0 million in severance and employee separation benefits, $48.0 million in stock-based compensation expense and $0.5 million in other costs related to the Plan. The total expected stock-based compensation expense includes approximately $32.0 million of expense associated with awards that were modified to vest in connection with the Plan and $16.0 million of expense associated with awards that accelerate based on the original terms of the award agreements. The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from these estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.

During the three and six months ended June 30, 2026, the Company incurred $0.8 million and $11.1 million of severance and employee separation benefits, respectively, related to the Plan, net of reversals of $0.5 million of previously recorded accrued costs. During both the three and six months ended June 30, 2026, the Company incurred $25.8 million of stock-based compensation expense and $0.2 million of other costs related to the Plan. All charges related to the Plan are included in “General and administrative expense” in the statement of operations. At June 30, 2026, $11.1 million in severance and employee separation benefits is accrued related to the Plan, which is included in “Accrued expenses and other current liabilities” in the balance sheet.

As the Company moves away from its holding company structure and in connection with the Plan, Christopher Halpin will cease to serve as Executive Vice President (“EVP”), Chief Operating Officer and Chief Financial Officer (“CFO”) of the Company, and Kendall Handler will cease to serve as EVP and Chief Legal Officer of the Company, in each case, effective August 5, 2026 (the “Separation Effective Date”). Upon the Separation Effective Date, Neil Vogel, who served as Chief Executive Officer (“CEO”) of People Inc., will become CEO of the Company, and Timothy Quinn, who served as the CFO of People Inc., will become CFO of the Company. Mr. Halpin and Ms. Handler have each entered into employment transition agreements with the Company, each dated April 27, 2026, pursuant to which each executive will serve in their respective positions through the Separation Effective Date.

Shutdown of Search Segment

On December 10, 2025, the Company received a notice of non-renewal (the “Notice”) from Google Inc. of the services agreement, dated October 26, 2015 and as subsequently amended (the “Services Agreement”). As a result of the Notice, the Services Agreement was due to expire on March 31, 2026; the Services Agreement was extended through April 30, 2026, at which point the Services Agreement expired. In connection with the expiration of the Services Agreement the Company ceased operations of its Search segment, which are presented as discontinued operations within the Company’s consolidated financial statements for all periods presented.

Sale of Care.com

On March 16, 2026, the Company completed the sale of its wholly-owned subsidiary, Care.com, for net proceeds of $300.2 million. In July 2026, the remaining $4.5 million of cash proceeds, which was held in escrow at June 30, 2026, was received by the Company. As a result of the transaction, the consolidated operations of Care.com are presented as discontinued operations within the Company’s consolidated financial statements for all periods prior to March 16, 2026.

Angi Inc. Distribution

On March 31, 2025, the Company 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 the Company to holders of its common stock and Class B common stock. Following the Distribution, the Company no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the consolidated operations of Angi are presented as discontinued operations within the Company’s consolidated financial statements for all periods prior to March 31, 2025.

See “Note 13—Discontinued Operations” for additional information.

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.

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 (“SEC”). 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 and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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 buildings, equipment, leasehold improvements and capitalized software and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; the fair value of interest rate swaps; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; pension and post-retirement benefit plan assets 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.

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 6—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.

The Company also applies the practical expedient to expense commissions paid pursuant to sales incentive programs as incurred where the anticipated customer relationship period is one year or less.

Deferred Revenue

Deferred revenue consists of payments received or amounts 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.

The following table presents the changes in deferred revenue:

Non-current deferred revenue was $0.2 million and less than $0.1 million at June 30, 2026 and December 31, 2025, respectively, and is included in “Other long-term liabilities” in the balance sheet.

Recent Accounting Pronouncements Not Yet Adopted by the Company

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. ASU No. 2024-03 does not affect the Company’s results of operations, financial condition or cash flows. The Company plans to apply ASU 2024-03 on a prospective basis and does not plan to early adopt ASU No. 2024-03; the Company is currently assessing its impact on its disclosures.

ASU No. 2025-06—Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, which amends the existing standard by removing references to software development project stages and clarifying the criteria for capitalization. ASU No. 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. Early adoption is permitted, and ASU No. 2025-06 may be applied prospectively, retrospectively or with a modified transition approach. The Company is (i) assessing the timing of its adoption of ASU No. 2025-06, (ii) expects to adopt ASU No. 2025-06 on a prospective basis and (iii) is assessing the impact of its adoption on its results of operations, financial condition and cash flows.

NOTE 2—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Investment in MGM

At June 30, 2026, the Company owns 66.8 million common shares of MGM, including 1.0 million common shares purchased in the first quarter of 2026 for $37.2 million, which represents approximately 26.6% of MGM's common shares outstanding. The Company accounts for its investment in MGM under the equity method of accounting using 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 six months ended June 30, 2026, the Company recorded unrealized pre-tax gains of $721.7 million and $755.7 million, respectively, from its investment in MGM. For the three and six months ended June 30, 2025, the Company recorded an unrealized pre-tax gain and loss of $307.4 million and $16.8 million, respectively, from its investment in MGM. The cumulative unrealized net pre-tax gain through June 30, 2026 is$1.9 billion. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $133.6 million.

On April 3, 2026, the Company entered into a voting agreement with MGM and Barry Diller (the “MGM Voting Agreement”). Pursuant to the MGM Voting Agreement, when a matter is brought to a vote at an annual or special MGM shareholder meeting (or by written consent in lieu of a meeting), the Company, Mr. Diller and their controlled affiliates (the “Covered Entities”) will vote the voting securities they beneficially own in excess of 25.73% of MGM’s total voting power (the “Excess Voting Securities”) in the same proportion as MGM’s other voting shareholders vote on that matter (excluding shareholders who do not vote).

The MGM Voting Agreement automatically terminates upon the earliest of: (a) the Covered Entities collectively ceasing to beneficially own at least 17.5% of MGM’s outstanding voting securities; (b) the MGM Board’s failure to nominatetwo directors designated by the Company (if the Company has designatedtwo directors) who qualify under MGM’s Corporate Governance Guidelines (“Qualified Directors”) to stand for election (the “Nomination Condition”); or (c) a change of control of MGM. If the Company chooses not to designate one or more directors, the MGM Voting Agreement does not terminate. In order to satisfy the Nomination Condition, if at any time the MGM Board has fewer thantwo Company designated directors, the MGM Board must add Qualified Director(s) withinone month of the Company’s designation (subject to required regulatory approvals). At signing, Mr. Diller was deemed designated by the Company to serve on the MGM Board.

Additionally, Mr. Diller and his controlled affiliates (other than the Company and its affiliates, the “Diller Entities”) will cease to be subject to the voting limitation on the Excess Voting Securities and will no longer be considered Covered Entities when both: (i) Mr. Diller no longer serves as the Company’s Chairman or Senior Executive, and (ii) the Diller Entities no longer beneficially own voting securities of the Company representing at least one‑third of the Company’s total voting power.

The following table presents MGM’s summarized financial information for the six months ended June 30, 2026 and 2025. As noted above, the Company accounts for its investment in MGM under the equity method of accounting using the fair value option. As a result, the carrying value of our investment and the gain or loss in any given period are not necessarily correlated with the income statement information presented below.

Long-term Investments

Long-term investments consist of:

Equity Securities without Readily Determinable Fair Values

The following table presents a summary of unrealized pre-tax gains and losses recorded in “Other income, net” in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at June 30, 2026 and 2025.

The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at June 30, 2026 were $31.4 million and $175.6 million, respectively.

Realized and unrealized pre-tax gains and losses for the Company’s investments without readily determinable fair values for the three and six months ended June 30, 2026 and 2025 are as follows:

All pre-tax gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in “Other income, net” in the statement of operations.

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.

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

(a) 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. See“Note 3—Long-term Debt” for additional information.

Assets measured at fair value on a nonrecurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, buildings, equipment, leasehold improvements and capitalized software, are adjusted to fair value only when an impairment is recognized. The Company's financial assets, comprising equity securities without readily determinable fair values, are adjusted to fair value when observable price changes for similar or identical securities are identified or 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 $1.35 billion and $1.33 billion at June 30, 2026 and December 31, 2025, respectively.

NOTE 3—LONG-TERM DEBT

Long-term debt consists of:

In the second quarter of 2025, People Inc. completed the refinancing and replacement of its then outstanding debt, which comprised the then existing term loans, with a combination of new term loans and senior secured notes. People Inc. also replaced its revolving credit facility. As a result of the refinancing and replacement transaction, People Inc. recorded an extinguishment loss of $8.5 million during the second quarter of 2025 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. 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.

On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which provided for the (i) $350 million of the Term Loan A-1 (“Term Loan A-1”) and (ii) $150 million revolving credit facility (“Revolving Facility”) that expires on May 14, 2030. On June 16, 2025, People Inc. entered into the Credit Agreement and Second Amendment to the Security Agreement (“Amendment No. 3”), which governs the Term Loan A-1, Revolving Facility and provided for the $700 million of the Term Loan B-2 (“Term Loan B-2”). Additionally, on June 16, 2025, People Inc. issued 7.625% Senior Secured Notes (“2032 Notes”) and entered into an indenture that governs the 2032 Notes (the “Indenture”). The Term Loan A-1 and the Term Loan B-2 are collectively referred to herein as the “Term Loans.”

People Inc. has never borrowed under its revolving credit facilities. The annual commitment fee on undrawn funds is based on People Inc.’s most recently reported consolidated net leverage ratio, as defined in the governing agreements, and was 35 basis points at both June 30, 2026 and December 31, 2025. Any borrowings under the Revolving Facility would bear interest, at People Inc.’s option, at either a base rate or secured overnight financing rate (“SOFR”), plus an applicable margin, which is based on People Inc.’s consolidated net leverage ratio, as defined in the governing agreements.

As of the last day of any calendar quarter, People Inc. is required to maintain certain consolidated net leverage ratios, as defined in the governing agreements. If defined consolidated net leverage ratios are exceeded or if an event of default has occurred, the governing agreements contain additional covenants that would limit People Inc.’s ability to pay dividends, incur incremental secured indebtedness or make distributions or certain investments. As a result, the Company may not be able to freely access People Inc.’s cash. People Inc.’s consolidated net leverage ratio was in compliance for the test periods ended June 30, 2026 and December 31, 2025.

The governing agreements allow the Company to contribute cash to People Inc., which the Company has done in the past and may do so in the future, to provide, among other things, additional liquidity to improve People Inc.’s consolidated net leverage ratios for any test period, which may result in improved interest rates on the Term Loan A-1 and reduced commitment fees on the Revolving Facility. The governing 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. No quarterly contributions have been made to People Inc. since the contribution that the Company made in September 2025, which People Inc. distributed back to the Company in October 2025; therefore, there were no pending contributions or distributions outstanding as of June 30, 2026 and December 31, 2025. In June 2025, the Company contributed $80 million to People Inc., which People Inc. subsequently distributed to the Company in July 2025. This 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.

The obligations under the governing agreements are secured by substantially all of the assets of People Inc. and its subsidiaries and are guaranteed by certain People Inc. wholly-owned domestic subsidiaries.

Pursuant to the governing agreements, the borrower, People Inc., is required to provide the administrative agent, JPMorgan Chase Bank, N.A., and lenders with certain financial information. See “Note 14—People Inc. Financial Information” for additional information.

Long-term Debt Maturities:

The Term Loan A-1 requires quarterly principal payments of $4.4 million 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, which commenced on March 31, 2026, of $1.8 million 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 is determined, in part, by People Inc.’s applicable net leverage ratio and is 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-2 related to the period ended December 31, 2025.

Any time prior to June 15, 2028, People Inc. may provide notice pursuant to the Indenture to redeem all or a part of the 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus a premium defined in the Indenture and accrued and unpaid interest. Thereafter, the 2032 Notes may be redeemed at the prices set forth in the Indenture, plus accrued and unpaid interest.

Interest Rates and Interest Rate Swaps:

At June 30, 2026 and December 31, 2025, the Term Loan A-1 bore interest at SOFR plus 2.00%, or 5.65% and 5.73%, respectively. At June 30, 2026 and December 31, 2025, the Term Loan B-2 bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.12% and 7.37%, respectively. Interest payments are due at least quarterly through the respective maturity dates of the Term Loans.

People Inc. holds interest rate swaps that synthetically convert $350 million of the Term Loan B-2 from a variable rate to a fixed rate through 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 or equal to 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. 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. Hedge effectiveness was assessed at the time of entering into the interest rate swaps and it was determined they are expected to be highly effective. People Inc. 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.” 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 debt instrument. See “Note 5—Accumulated Other Comprehensive Loss” for the net unrealized gains and losses before reclassifications in “Accumulated other comprehensive loss” and realized gains and losses reclassified into “Interest expense” for the three and six months ended June 30, 2026 and 2025.

NOTE 4—SHAREHOLDERS' EQUITY

Voting Agreement

On June 22, 2026, the Company entered into a voting agreement (the “Diller Voting Agreement”) with Barry Diller, Diane von Furstenberg and Alexander von Furstenberg (the “Voting Agreement Parties”). Pursuant to the Voting Agreement, the Voting Agreement Parties agreed to, and to use commercially reasonable efforts to cause other affiliated persons and entities to, cause any shares of Company voting securities they beneficially own representing in excess of 48.5% of the Company's total voting power to be voted in the same proportion as the Company's other voting stockholders (other than the Voting Agreement Parties, certain of their affiliated persons and entities, certain directors and officers of People Incorporated, and immediate family members of the foregoing) on each matter brought before the Company's stockholders at an annual or special meeting or by written consent of Company stockholders. The proportional voting requirement does not apply to certain matters, including matters requiring a separate class vote, unless specified ownership thresholds are met.

The Voting Agreement also provides that the Voting Agreement Parties and certain of their affiliated persons and entities will not initiate or participate in any action by written consent of the Company's stockholders unless directed by an independent committee of disinterested directors of the Company's board of directors.

The Voting Agreement automatically terminates upon the earlier of: (a) the Voting Agreement Parties and their affiliates collectively ceasing to beneficially own at least 30% of the Company's total voting power; or (b) a change of control of the Company.

Common Stock Repurchases

On June 16, 2026, in connection with the execution of the Voting Agreement, described above, the board of directors of the Company approved an authorization for the Company to repurchase an additional 10 million shares of the Company’s common stock. At June 30, 2026, the Company has 12.5 million shares remaining under its 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.

NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive loss, net of income taxes.

The amount reclassified out of foreign currency translation adjustment into earnings for the six months ended June 30, 2026 relates to the sale of Care.com on March 16, 2026 and is recorded in “Loss on the sale of Care.com, net of income taxes” in the statement of operations.

At June 30, 2026, $0.2 million is expected to be reclassified into interest expense as net realized gains related to interest rate swaps, which mature on April 1, 2027.

At June 30, 2026 and 2025, there was $0.1 million of deferred income tax provision and $0.4 million of deferred income tax benefit, respectively, related to unrealized gains and losses on interest rate swaps.

NOTE 6—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 businesses. The Office of the Chairman, which is comprised of certain executives and members of the board of directors, is the CODM of the Company. In determining our operating segments, we consider how the businesses are organized as to segment management and the focus of the businesses with regards to the types of services or products offered or the target market. In the case of Emerging & Other, operating segments are combined for reporting purposes because they do not meet the quantitative thresholds that require presentation as separate reportable segments.

The following table presents revenue by reportable segment:

(a) Effective January 1, 2026, People Inc. changed its internal management reporting structure to better align and support its D/Cipher advertising capabilities. As a result, the digital portion of a legacy agency business that had previously been included within the People Inc. Print segment now reports to the D/Cipher management team within the People Inc. Digital segment. This change allows D/Cipher to leverage the agency business as a sales channel and to achieve operational and performance efficiencies. As a result of this change, financial information for both the People Inc. Print and Digital segments for prior periods has been recast to conform to the current period presentation.

(b) Intersegment eliminations relate to People Inc. Digital performance marketing commissions earned for the placement of magazine subscriptions.

Disaggregated Revenue

The following table presents the revenue of the Company’s segments disaggregated by type of service:

Session-based revenue is related to advertisements served or performance marketing referrals initiated during a session, which is defined as a unique visit to a site that is part of the People Inc.’s network. Session-based revenue includes Advertising and Performance marketing revenue earned from People Inc.’s owned and operated or affiliated sites. Non-session-based revenue is related to revenue not dependent upon a session and primarily includes Advertising and Performance marketing revenue earned outside a session on People Inc.’s owned and operated or affiliated sites, such as D/Cipher+, native campaigns, social platforms, email and affinity marketing and all Licensing and other revenue. The following table presents Digital revenue further disaggregated by session and non-session-based revenue:

Segment Expenses

The following table presents the significant segment expenses regularly provided to the CODM for each of the Company’s reportable segments that are included in determining Segment Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which is the Company’s segment reporting performance measure:

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 businesses 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; (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements; and (4) other specific items, including subsequent true-up adjustments related to such items, that management believes are not representative of the Company’s core ongoing operating performance and certain items that affect comparability between periods, including, but not limited to, certain (i) restructuring costs, including certain severance and employee separation benefits; (ii) gains and losses from lease impairments, terminations and amendments and certain asset sales; (iii) transaction-related costs; and (iv) litigation-related gains and losses associated with specific matters.

Prior to the second quarter of 2026, Adjusted EBITDA was 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, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. Beginning with the second quarter of 2026, the Company revised its definition of Adjusted EBITDA to also exclude (4) other specific items, including subsequent true-up adjustments related to such items, that management believes are not representative of the Company’s core ongoing operating performance and certain items that affect comparability between periods. Adjusted EBITDA for prior periods has been recast to conform to the current period presentation.

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.

The following table presents a summary of Segment Adjusted EBITDA:

The following table reconciles total Segment Adjusted EBITDA to earnings (loss) from continuing operations before income taxes:

(c) The six months ended June 30, 2025 reflect the reversal of $49.8 million of previously recognized stock-based compensation expense related to the forfeiture of our former Chief Executive Officer’s (“CEO”) restricted stock award pursuant to an employment transition agreement (the “Employment Transition Agreement”) entered into on January 13, 2025, 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 to our former CEO prior to the Distribution pursuant to the Employment Transition Agreement.

Segment Assets

Segment asset information is not regularly presented to the CODM.

Capital Expenditures

The following table presents capital expenditures:

NOTE 7—PENSION AND POST-RETIREMENT BENEFIT PLANS

The following tables present the components of net periodic benefit cost for the People Inc. pension and post-retirement benefit plans:

The components of net periodic benefit cost are included in “Other income, net” in the statement of operations.

NOTE 8—INCOME TAXES

At the end of each interim period, the Company estimates the annual 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 income tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.

The computation of the estimated annual 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 income 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 income tax environment changes. To the extent that the estimated 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 and six months ended June 30, 2026, the Company recorded an income tax provision of $177.3 million and $167.2 million, respectively, which represents effective income tax rates of 26% and 25%, which were higher than the statutory rate of 21% due primarily to state taxes. For the three months ended June 30, 2025, the Company recorded an income tax provision of $74.4 million, which represents an effective income tax rate of 28%, which was higher than the statutory rate of 21% due primarily to state taxes, a deferred tax adjustment and non-deductible compensation expense, partially offset by the realization of a capital loss. For the six months ended June 30, 2025, the Company recorded an income tax benefit of $0.4 million, which represents an effective income tax rate of 1%, which was lower than the statutory rate of 21% due primarily to a deferred tax adjustment, non-taxable stock-based compensation expense, which included a reversal due to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement, and state taxes, partially offset by research credits.

As a result of the Distribution, the Company has allocated to Angi a portion of the tax attributes related to the consolidated federal and state tax filings pursuant to the Internal Revenue Code and applicable state law. This allocation requires that the Company’s net deferred income tax liability be adjusted in the year of the Distribution with a corresponding adjustment to additional paid-in capital. The allocation of attributes that was recorded as of December 31, 2025 was preliminary. A subsequent adjustment is expected to be made in the fourth quarter of 2026 following the filing of income tax returns for the year ended December 31, 2025. Further amendments could be required based upon amendments to the Company’s taxable income for periods prior to the Distribution and potential tax audits in the future.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. 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 IRS is currently auditing the Company’s federal income tax return for the year ended December 31, 2023. 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. At June 30, 2026 and December 31, 2025, accruals for interest and penalties are not material.

At June 30, 2026 and December 31, 2025, unrecognized tax benefits, including interest and penalties, were $13.4 million and $13.0 million, respectively. Unrecognized tax benefits, including interest and penalties, at June 30, 2026 increased by $0.4 million due primarily to research credits, partially offset by a settlement. If unrecognized tax benefits at June 30, 2026 are subsequently recognized, $12.5 million, net of related deferred income tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 2025 was $12.1 million.

NOTE 9—EARNINGS (LOSS) PER SHARE

The Company treats its common stock and Class B common stock as one class of stock for net earnings (loss) per share (“EPS”) purposes as both classes of stock participate in earnings, dividends and other distributions on the same basis.

Basic EPS is computed by dividing net earnings (loss) attributable to holders of the Company’s common stock and Class B common stock by the weighted-average number of shares of common stock and Class B common stock outstanding during the period.

Diluted EPS is computed by dividing net earnings (loss) attributable to holders of the Company’s common stock and Class B common stock by the weighted-average number of common stock and Class B common stock outstanding plus dilutive securities during the period.

The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows:

(a)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity; the vesting of restricted stock units (“RSUs”); and the vesting of performance-based stock units (“PSUs”), if applicable. For the three and six months ended June 30, 2026 and the three months ended June 30, 2025,0.2 million,0.3 million and 0.7 million, respectively, of potentially dilutive securities were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.

(b)PSUs are considered contingently issuable shares and are included in the denominator for EPS if (i) the applicable performance condition(s) has been met and (ii) the inclusion of the PSUs is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2026,0.2 million shares underlying PSUs were excluded from the calculation of diluted EPS because the performance conditions had not been met.

(c)For the six months ended June 30, 2025, the Company had losses from continuing operations and, as a result, approximately 4.5 million of potentially dilutive securities were excluded from computing diluted EPS for the period because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute the diluted EPS amounts.

NOTE 10—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:

Restricted cash in all periods presented principally consists of cash held in escrow related to the funded pension plan in the United Kingdom at People Inc.

The following table presents the cash and cash equivalents by geographic location:

Credit Losses

The following table presents the changes in the allowance for credit losses:

Accumulated Depreciation and Amortization

The following table provides the accumulated depreciation and amortization within the balance sheet:

Other income, net

NOTE 11—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 and/or financial condition of the Company. See “Note 8—Income Taxes” for information related to unrecognized tax benefits.

People Inc. Ad-Tech Antitrust Litigation against Google

On August 29, 2025, the Company’s People Inc. subsidiary filed an action against Google LLC and Alphabet Inc. (collectively, “Google”), alleging violations of federal antitrust and state law arising out of anticompetitive practices by Google in the ad-tech industry in connection with the sale of ad inventory for display on People Inc.’s online properties. The lawsuit follows on the Government’s antitrust enforcement action against Google, in which a federal district judge has ruled that Google acquired, maintained, and misused monopoly power in the publisher ad-server and ad-exchange markets, and tied use of its publisher ad-server to use of its ad exchange, in violation of the Sherman Act. People Inc.’s complaint asserts federal antitrust claims for monopolization and attempted monopolization of the publisher ad-server and ad-exchange markets and for unlawful tying in violation of the Sherman Act, as well as various state-law claims, and seeks among other things injunctive relief and damages, including treble damages, in an amount to be determined at trial.

People Inc.’s lawsuit is part of a consolidated multidistrict litigation comprised of similar lawsuits filed by other online publishers, all pending before the same judge in the Southern District of New York. On October 27, 2025, in a ruling in one of the earlier-filed publisher lawsuits, the presiding judge held that Google is precluded from relitigating certain issues decided against it in the Government’s case, including that Google engaged infive separate types of anticompetitive conduct in willfully acquiring and maintaining monopoly power in the publisher ad-server and ad-exchange markets and that Google unlawfully tied its publisher ad server to its ad exchange in violation of the Sherman Act.

People Inc.’s case is currently in discovery. People Inc. intends to vigorously pursue its claims in this action, but there is no guarantee that its efforts will be successful.

Disputed Gain on Real Estate Transaction

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 original gain was $34.3 million and was initially recorded as a non-operating gain in “Other income, net” in the year ended December 31, 2015. The proceeds have been and continue to be held in escrow since the transaction occurred in 2015. The total amount held in escrow at June 30, 2026 and December 31, 2025 was $39.0 million and $38.3 million, respectively. The Company recorded a net non-operating loss of $19.2 million in “Other income, net” in the statement of operations in the latter half of 2025 following this verdict and the subsequent court ruling that plaintiffs were not entitled to statutory prejudgment interest. The amounts held in escrow, net of the portion allocable to the plaintiffs, at June 30, 2026 and December 31, 2025 of $19.4 million and $19.0 million, respectively, are included in “Other current assets” in the balance sheet. The Company’s motion before the trial court to set aside the jury’s verdict remains pending.

NOTE 12—RELATED PARTY TRANSACTIONS

People Incorporated and Expedia Group

At June 30, 2026, the Company and Expedia Group each have a 50% ownership interest intwo aircraft that may be used by both companies. Members of the aircraft flight crews are employed by an entity in which the Company and Expedia Group each have a 50% ownership interest. Historically, the Company and Expedia Group allocated fixed costs, including flight crew compensation and benefits,50% to each company and shared variable costs pro-rata according to each company’s respective usage of the aircraft, for which they were separately billed by the entity described above. In December of 2025, the Company and Expedia Group amended their cost sharing arrangement to reflect the allocation of all costs on a pro-rata basis according to each company’s respective usage of the aircraft, with the exception of costs related to flights taken by Mr. Diller, of which each of the Company and Expedia Group continue to be responsible for 50%. The Company and Expedia Group are related parties because Mr. Diller serves as Chairman and Senior Executive of both the Company and Expedia Group. For both the three and six months ended June 30, 2026 and 2025, the payments made to this entity by the Company were not material.

Expedia Group has had the use of an aircraft owned 100% by a subsidiary of the Company on a cost basis until the sale of such aircraft during the fourth quarter of 2025. For the three and six months ended June 30, 2025, the payments made by Expedia Group to the Company pursuant to this arrangement were not material.

During the fourth quarter of 2025, the Company and Expedia Group entered into an arrangement to share security costs for Mr. Diller, with each company responsible for 50% of such costs. For the three and six months ended June 30, 2026, amounts pursuant to this arrangement were not material.

Expedia Group occupies office space in the Company’s New York City headquarters building. The total payments pursuant to this lease agreement, which expires September 2029, are not material.

Voting Agreements

On April 3, 2026, the Company entered into the MGM Voting Agreement. See “Note 2—Financial Instruments and Fair Value Measurements” for additional information.

On June 22, 2026, the Company entered into the Diller Voting Agreement. See “Note 4—Shareholders' Equity” for additional information.

NOTE 13—DISCONTINUED OPERATIONS

The Company ceased operations of its Search segment after the expiration of the Services Agreement during the second quarter of 2026 and completed the sale of Care.com on March 16, 2026 and the Distribution of Angi on March 31, 2025. As a result of these events, Search, Care.com and Angi are presented as discontinued operations within the Company’s consolidated financial statements for all periods prior to these transactions. See “Note 1—The Company and Summary of Significant Accounting Policies” for additional information.

The components of assets and liabilities reflected as discontinued operations in the balance sheet consists of the following:

The components of earnings from discontinued operations in the statement of operations consists of the following:

(a) Angi represents $1.5 million related to non-income taxes with a corresponding adjustment to additional paid-in-capital, following the repeal of Canada’s digital service tax in the first quarter of 2026.

(b) Includes the reversal of $10.2 million in stock-based compensation expense that was previously recognized by Angi with respect to restricted shares.

NOTE 14—PEOPLE INC. FINANCIAL INFORMATION

As mentioned above, People Inc., the borrower under the Term Loans and 2032 Notes, is required to provide certain financial information. This requirement can be met by providing the Company’s consolidated financial statements presented as of and for the applicable periods then ended with a reconciliation to the consolidated balance sheet, statement of operations and comprehensive operations and statement of cash flows of People Inc. on a standalone basis and the consolidated statement of shareholder’s equity of People Inc. on a standalone basis. Presented below are the reconciliations of the Company’s (i) consolidated balance sheet as of June 30, 2026 and December 31, 2025, (ii) the related consolidated statement of operations and comprehensive operations and consolidated statement of cash flows for the three and six months ended June 30, 2026 and 2025 to the applicable financial information of People Inc. on a standalone basis by (1) excluding entities other than People Inc. and (2) including the applicable eliminations and reclassifications. Also presented are the consolidated statements of shareholder’s equity for People Inc. for the three and six months ended June 30, 2026 and 2025.

CONSOLIDATED BALANCE SHEET AT JUNE 30, 2026 AND DECEMBER 31, 2025 (Unaudited)

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)

(a) The three months ended June 30, 2026 and 2025 for People Inc. include $0.6 million and $(0.8) million of change in net unrealized gains (losses) on interest rate swaps, respectively, and $(0.3) million and less than $(0.1) million of change in foreign currency translation adjustment, respectively.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)

(b) The six months ended June 30, 2026 and 2025 for People Inc. include $1.7 million and $(2.6) million of change in net unrealized gains (losses) on interest rate swaps, respectively, and $(1.0) million and $(0.1) million of change in foreign currency translation adjustment, respectively.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited)

PEOPLE INC. CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (Unaudited)

PEOPLE INC. CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 (Unaudited)

NOTE 15—SUBSEQUENT EVENT

On August 3, 2026, the Company entered into agreements to sell its limited partner stake in a third-party fund to a group of private investors for approximately $189 million in aggregate. We expect the transaction to close in the third quarter of 2026.