Material Agreement Form 8 K

On November 26, 2024, Dotdash Meredith Inc. (the "Borrower"), a subsidiary of IAC Inc., and certain of its subsidiaries entered into that certain Amendment No. 1 (the "Amendment") with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent ("JPMorgan"), amending that certain Credit Agreement, dated as of December 1, 2021 (as previously amended, supplemented or otherwise modified prior to such date, the "Credit Agreement"), by and among the Borrower, the lenders and issuing banks party thereto from time to time and JPMorgan, as administrative agent and collateral agent.

Pursuant to the Amendment, $1,182,500,000 in aggregate principal amount of term B loans outstanding under the Credit Agreement (the "Existing Term B Loans") were replaced with an equal amount of new term B loans (the "New Term B Loans") having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate margin applicable to the New Term B Loans as discussed below and certain other provisions applicable to all loans and commitments outstanding under the Credit Agreement, which were amended as part of the Amendment. Immediately prior to the effectiveness of the Amendment, the Borrower prepaid $30,000,000 in aggregate principal amount of Existing Term B Loans.

The interest rate margin applicable to the New Term B Loans was reduced from 3.00% to 2.50% (with a floor of 1.50%), in the case of alternate base rate loans, and from 4.00% to 3.50% (with a floor of 0.50%), in the case of term benchmark loans. The credit spread adjustment applicable to term benchmark loans was eliminated with respect to New Term B Loans. The maturity date of the New Term B Loans is December 1, 2028, the same as the maturity date of the Existing Term B Loans.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.