Form 8-K

8-K — IAC Inc.

Accession: 0001104659-26-049837

Filed: 2026-04-28

Period: 2026-04-27

CIK: 0001800227

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

Item: Results of Operations and Financial Condition

Item: Cost Associated with Exit or Disposal Activities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2612831d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2612831d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2612831d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2612831d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2612831d1_8k.htm · Sequence: 1

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0001800227

2026-04-27

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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

April 27, 2026

Date of Report (Date of Earliest Event Reported)

IAC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39356

84-3727412

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

Of Incorporation)

File Number)

Identification No.)

555 West 18th Street

New York, NY 10011

(Address of principal executive offices)

Registrant’s telephone number, including

area code: (212) 314-7300

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 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

On April 28, 2026, IAC

Inc. (the “Company” or “IAC”)

announced the Company is changing its name to “People Incorporated” as it continues to sharpen its focus on its People Inc.

business and its investment in MGM Resorts International. As part of the announcement, IAC Chairman and Senior Executive Barry

Diller published a letter to shareholders outlining the rationale for the change. The letter includes financial highlights from Q1

2026. A copy of the release is being furnished as Exhibit 99.1 under both Item 2.02 “Results of Operations and Financial

Condition” and Item 7.01 “Regulation FD Disclosure.”

The information contained

in Item 2.02 and Item 7.01, 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 2.05. Costs Associated with Exit or Disposal Activities.

Ahead of its name change to

“People Incorporated” which is expected to occur with the release of Q2 2026 earnings in August, the Company has initiated a plan

to consolidate its corporate functions with those of its People Inc. business (“People”), through a reduction in workforce,

technology integrations, and other cost-saving measures over the coming quarters (the “Plan”). The Plan is expected

to generate annual run-rate cost savings of approximately $40 million. The Plan is expected to be completed by Q1 of 2027.

The Company expects to incur

approximately $14 million in severance and related expenses, $48 million in non-cash stock-based compensation expense and $0.5 million

to $1 million in other costs related to the Plan. The aforementioned non-cash stock-based compensation expense includes approximately

$16 million of expense that accelerates based on the original terms of employee award agreements and $32 million of expense associated

with awards that were modified to vest in connection with the Plan. The total costs expected to be incurred in connection with the Plan

are approximately $63 million.

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 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.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Plan, Christopher Halpin

will cease to serve as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company, and Kendall Handler

will cease to serve as Executive Vice President and Chief Legal Officer of the Company, in each case, effective on the filing of the Company’s

Form 10-Q for the quarter ending June 30, 2026 or such earlier date on which the executive’s employment with the Company is terminated

for any other reason (the “Separation Effective Date”).

The Company expects that, upon the Separation Effective

Date, Neil Vogel, who currently serves as Chief Executive Officer of People, will become Chief Executive Officer of the Company, and Tim

Quinn, who currently serves as the Chief Financial Officer of People, will become Chief Financial Officer of the Company.

Mr. Halpin and Ms. Handler have each entered

into employment transition agreements with the Company, each dated April 27, 2026 (the “ETAs”), pursuant to which,

each executive will continue to serve in their respective positions through the Separation Effective Date. During such period, each executive

will continue to receive their current base salary and be eligible to participate in the Company’s benefit plans.

The ETAs provide that, upon termination of an executive’s

employment without cause, the executive’s resignation for good reason or an automatic termination of employment upon the filing

of the Company’s Form 10-Q for the quarter ending June 30, 2026 (each a “Qualifying Termination”), subject to

the execution and non-revocation of a release of claims by the executive, the executive will be entitled to: (i) base salary for

12 months paid bi-weekly, (ii) a discretionary bonus for the full 2026 calendar year, payable no later than March 15, 2027, and (iii) the

full vesting of outstanding unvested equity awards and, for Ms. Handler, the right to exercise vested stock options through the original

expiration date of March 29, 2027 (the “Equity Award Treatment”). The same payments and the Equity Award Treatment

would be payable or provided upon an executive’s termination due to death or disability prior to the date of a Qualifying Termination,

subject to a release of claims.

Under the ETAs, each of Mr. Halpin and Ms.

Handler have agreed to provide non-exclusive consulting services to the Company from the Separation Effective Date (other than for death

or disability) through the filing of the Company’s Form 10-K for the fiscal year ending December 31, 2026. In consideration for

each executive’s entering into an ETA and execution of a release in favor of the Company, the Company has provided a general release

of claims in favor of each executive.

The ETAs will supersede the current employment

agreements, by and between each of the executives and the Company, dated January 4, 2022 for Mr. Halpin, and December 31, 2020 for Ms.

Handler, although the restrictive covenants contained in such employment agreements will remain in effect in accordance with their terms,

other than the non-competition restriction which will lapse upon a Qualifying Termination.

The foregoing description of the ETAs in this Item

5.02 is qualified in its entirety by reference to the full text of each of the ETAs, copies of which are attached hereto as Exhibits 10.1

and 10.2, respectively, and incorporated herein by reference.

Safe Harbor Statement Under

the Private Securities Litigation Reform Act of 1995

This

Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “plans”

and “believes,” among others, generally identify forward-looking statements. These forward-looking statements

include, among others, statements relating to: the Plan, the expected cost savings, expenses, costs, charges and expenditures relating

thereto and other 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 and (xxii) risks

related to the planned corporate consolidation. 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 Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)             Exhibits.

Exhibit No.

Description of Exhibit

10.1

Employment Transition Agreement, dated April 27 2026, between IAC and Christopher Halpin.

10.2

Employment Transition Agreement, dated April 27, 2026, between IAC and Kendall Handler.

99.1

Press Release of IAC, dated April 28, 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

Kendall Handler

Executive Vice President, Chief Legal Officer & Secretary

Date:

April 28, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612831d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT

TRANSITION AGREEMENT

THIS EMPLOYMENT TRANSITION AGREEMENT (this “Agreement”),

dated as of April 27, 2026, is by and between IAC Inc., a Delaware corporation (the “Company”), and Chris Halpin

(“Executive”).

WHEREAS, reference is made to the Employment Agreement,

by and between Executive and the Company, effective January 4, 2022 (“Employment Agreement”);

WHEREAS, Executive is currently employed as the

Chief Operating Officer and Chief Financial Officer of the Company;

WHEREAS, the Company and Executive have mutually

agreed that Executive will transition out of his role as Chief Operating Officer and Chief Financial Officer of the Company effective

upon the filing of the Form 10-Q for the Company’s second fiscal quarter of 2026 and, thereafter provide services to the Company

as a consultant for a period ending no later than the date of the filing by the Company of the Form 10-K for the 2026 fiscal year;

and

WHEREAS, the Company and Executive desire to set

forth their respective rights and obligations regarding Executive’s departure from the Company.

NOW, THEREFORE, in consideration of the covenants

and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,

the parties, intending to be legally bound, agree as follows:

1.             Definitions.

a.            Accrued

Obligations means the sum of: (i) any portion of Executive’s accrued but unpaid Annual Base Salary through the date of

death or termination of employment for any reason, as the case may be; and (ii) any reimbursements that Executive is entitled to

receive under Section 3A(c)(i) of the Employment Agreement or Section 2(c)(ii) of this Agreement.

b.            Cause

has the meaning set forth in the Employment Agreement.

c.            Disability

has the meaning set forth in the Employment Agreement.

d.            Employment

Termination Date means the first to occur of (i) the filing of the Form 10-Q for the Company’s second fiscal quarter

of 2026 and (ii) such earlier date on which Executive’s employment with the Company is terminated for any other reason, which

shall be the date of death in the case of Executive’s death, the Disability Date (as defined below) in the case of Executive’s

termination due to Disability and in all other cases, the date set forth in a notice of termination or as otherwise agreed between the

parties.

e.            Executive

Covenants means the covenants set forth in Section 2 (Confidential Information; Non-Competition, Non-Solicitation of Employees;

Non-Solicitation of Business Partners; Proprietary Rights and Compliance with Policies and Procedures) of the Standard Terms and Conditions

of the Employment Agreement.

f.            Good

Reason has the meaning set forth in the Employment Agreement. Executive agrees that the entry into of this Agreement does not constitute

or give rise to a claim of Good Reason.

g.            Qualifying

Termination means (i) a termination of Executive’s employment with the Company by the Company without Cause, other than

as a result of death or Disability, (ii) a termination of employment with the Company by Executive for Good Reason, or (iii) the

automatic termination of Executive’s employment with the Company upon the Employment Termination Date described in clause (i) of

Employment Termination Date. A Qualifying Termination does not include a termination by Executive of his employment voluntarily without

Good Reason.

h.            Transition

Period means the period commencing on the date of this Agreement and ending on the Employment Termination Date.

2.             Transition

Period.

a.            Termination

of Employment Agreement. Effective as of the date of this Agreement, except as provided in Sections 2(c)(ii) and 6 of this Agreement,

the Employment Agreement is terminated; provided, however, this Agreement is not intended to extinguish the second paragraph of

Section 8 and the first sentence of Section 9 of the Employment Agreement to the extent required to survive following the Employment

Termination Date to carry out the intentions of the parties with respect to the Executive Covenants.

b.            Employment

During Transition Period.

i.            Position, Initial

Powers/Responsibilities and Performance. During the Transition Period, the Company shall continue to employ Executive, and Executive

shall be employed, as Chief Operating Officer and Chief Financial Officer of the Company. During Executive’s employment with the

Company, Executive shall use good faith efforts to do and perform all services and acts reasonably necessary or advisable to fulfill

the duties and responsibilities of Executive’s position and to render such services in accordance with the generally applicable

policies of the Company as in effect from time to time and otherwise on the terms set forth herein. For the avoidance of doubt, nothing

in this Agreement requires Executive to perform duties inconsistent with his position.

ii.            Reporting.

During the Transition Period, Executive shall report solely and directly (A) to the Chairman and Senior Executive of the Company

so long as Barry Diller holds such position, and (B) if Mr. Diller ceases to serve as Chairman and Senior Executive of the

Company, to the Board (clauses (A) and (B) hereinafter referred to as the “Reporting Authority”). Executive

agrees that any change in reporting authority as described in the proceeding sentence does not constitute or give rise to a claim of

Good Reason.

iii.            Full

Time Service and Other Activities. Executive agrees to devote all of Executive’s working time, attention and efforts to the

Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time

to time.

iv.            Location.

Executive’s principal place of employment shall be at the Company’s offices located in New York, New York.

c.            Compensation

During Transition Period.

i.            Base

Salary. During the Transition Period, the Company shall continue to pay Executive an annual base salary of $750,000 (the “Annual

Base Salary”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice

as in effect from time to time).

ii.            Benefits.

Section 3A(c) of the Employment Agreement will remain in effect during the Transition Period.

3.             Employment

Termination Date.

a.            Disability.

If the Company determines in good faith that the Disability of Executive has occurred during the Transition Period (pursuant to the definition

of Disability), it may give to Executive written notice in accordance with Section 18 of its intention to terminate Executive’s

employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such

notice by Executive if Executive does not return to full-time performance of Executive’s duties within such 30-day period (the

“Disability Date”).

b.            Automatic

Resignation. Effective as of the Employment Termination Date, Executive’s employment with the Company shall terminate, and

Executive agrees that the occurrence of the Employment Termination Date shall constitute his automatic resignation from his positions

as Chief Operating Officer and Chief Financial Officer of the Company and from any and all other positions held by Executive with the

Company and its subsidiaries and other affiliated entities. Executive agrees to execute any such additional documentation as may be reasonably

required to effectuate the resignations detailed in the immediately preceding sentence.

4.             Post-Separation

Consulting.

a.            Consulting

Period. Following the Employment Termination Date (other than a termination due to Executive’s death or Disability), Executive

shall provide the consulting services contemplated by this Section 4 commencing on the Employment Termination Date and ending on

the first to occur of (i) the filing of the Form 10-K for the Company’s fiscal year 2026 and (ii) such earlier date

as determined by the Company (such period, the “Consulting Period”).

b.            Consulting

Services. During the Consulting Period, Executive shall provide consulting services to the Reporting Authority relating to the strategy

of the Company and such other related matters, and involving such commitments of time (subject to Executive’s other commitments),

as Executive and the Reporting Authority from time to time mutually agree. Services will be performed remotely (virtually) unless Executive

and the Reporting Authority otherwise mutually agree. Executive shall be indemnified by the Company for his services rendered during

the Consulting Period (and legal fees and expenses advanced and kept current) on the same basis as if he were then a senior executive

officer of the Company.

c.            Other

Employment. The Company acknowledges that Executive is not prohibited by this Section 4 from obtaining employment with or otherwise

providing services to another entity during the Consulting Period; provided that Executive shall remain subject to the Executive

Covenants to the extent set forth in Section 6 of this Agreement.

d.            Independent

Contractor Status. Executive acknowledges and agrees that his services during the Consulting Period are to be rendered as an independent

contractor and Executive shall not be considered an employee of the Company or any of its affiliates for tax purposes or for any other

purposes whatsoever. Executive agrees that during the Consulting Period Executive will not be an agent of the Company or any of its affiliates,

and that Executive will have no authority, implied or actual, to act on behalf of the Company or any of its affiliates or to enter into

any agreement that would bind the Company or any of its affiliates.

5.             Separation

Benefits.

a.            Qualifying

Termination. If during or upon the end of the Transition Period, Executive’s employment terminates and such termination constitutes

a Qualifying Termination, subject to Executive’s execution of the supplemental release in the form attached as Exhibit A

to this Agreement (the “Supplemental Executive Release”) within twenty-one (21) calendar days following the Employment

Termination Date, and the non-revocation of the Supplemental Executive Release during the seven-day period following execution of the

Supplemental Executive Release (together, the “Supplemental Release Conditions”) (except with respect to the payment

of Accrued Obligations), and in consideration for Executive’s compliance with the Executive Covenants, service through the Transition

Period, and provision of services during the Consulting Period pursuant to the terms of Section 4, the Company shall pay or provide

to Executive, as applicable, after the effective date of the Supplemental Executive Release, the following:

i.             an

amount equal to the Annual Base Salary that would be paid for twelve (12) months from the date of such termination with such amount to

be paid in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time

to time) over the course of a period of twelve (12) months beginning in the second month following the month in which the Employment

Termination Date occurs;

ii.            any

Accrued Obligations in a lump sum cash payment within thirty (30) days of the Employment Termination Date;

iii.           full

vesting as of the Employment Termination Date of all compensation awards held by Executive based on, or in the form of, Company equity

(e.g., restricted stock, restricted stock units, stock options or similar instruments) that are outstanding and unvested at the time

of the Employment Termination Date (the “Equity Award Treatment”); and

iv.           a

discretionary annual bonus (the “Discretionary Annual Bonus”) in respect of the full calendar year 2026 (regardless

of when the Employment Termination Date occurs) with the amount of any such bonus to be determined by the Compensation and Human Resources

Committee of the Board in its sole discretion, consistent with past practice, based on factors it deems relevant, and paid at such time

as annual bonuses are paid to other executive officers of the Company, but no later than March 15, 2027.

b.            Termination

Due to Death or Disability. If during the Transition Period, Executive’s employment is terminated by reason of Executive’s

death or by the Company due to Disability, the Company shall pay or provide to Executive or Executive’s estate or beneficiary,

as applicable, a lump sum cash payment equal to Executive’s Annual Base Salary (to be paid in the second month following the month

in which the Employment Termination Date occurs) (the “Lump Sum Salary Payment”), the Accrued Obligations, the Discretionary

Annual Bonus and Equity Award Treatment (which Accrued Obligations, the Discretionary Annual Bonus and Equity Award Treatment shall be

provided consistent with the timing applicable upon a Qualifying Termination), with all such payments and benefits to be subject to the

effectiveness (and non-revocation) of a Supplemental Executive Release by Executive (or Executive’s estate or legal representative,

as applicable), to the extent that an effective Supplemental Executive Release is a condition to the payment of any such amounts or benefits

under Section 5(a); provided, that, the Supplemental Executive Release may be executed within ninety (90) days following the Employment

Termination Date.

c.            Termination

by the Company with Cause; Resignation by Executive without Good Reason. If, during the Transition Period, Executive’s employment

is terminated by the Company for Cause or by Executive without Good Reason, Executive will only be entitled to receive the Accrued Obligations

(paid as set forth in Section 5(a)).

The payment to Executive of the separation benefits described in this

Section 5 shall be subject to Executive’s provision of the consulting services as contemplated by Section 4 of this Agreement

and compliance with the Executive Covenants to the extent set forth in Section 6 of this Agreement.

6.             Executive

Covenants. The Executive Covenants are incorporated by reference into this Agreement mutandis mutatis and shall remain

in effect in accordance with their terms; provided that in the event that Executive’s employment hereunder is terminated

due to a Qualifying Termination then the restrictive covenant set forth in Section 2(b) (Non-Competition) of the Employment

Agreement shall lapse on the date of such Qualifying Termination. Nothing in the Executive Covenants or this Agreement shall impair Executive’s

rights under the whistleblower provisions of any applicable federal law or regulation or limit Executive’s right to receive an

award for information provided to any government authority under such law or regulation. The Company shall provide Executive with written

notice of any alleged violation of the Executive Covenants and not less than thirty (30) days to cure, if curable.

7.             Mutual

Release.

a.            Executive

Release of Company.

i.            For

and in consideration of the payments provided for and promises made by the Company herein and other good and valuable consideration,

Executive and Executive’s heirs, executors, administrators, trustees, legal representatives, and assigns (collectively, the “Executive

Releasors”) hereby waive, release, and forever discharge the Company and its subsidiaries and affiliates, and its and their

respective divisions, branches, predecessors, successors, assigns, and past or present directors, officers, employees, agents, partners,

members, stockholders, representatives, attorneys, consultants, independent contractors, trustees, administrators, insurers, and fiduciaries,

in their individual and representative capacities (collectively, the “Company Releasees”), of and from any and all

actions, causes of action, complaints, charges, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,

contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands (including

attorneys’ fees, costs, and disbursements actually incurred), whether known or unknown, at law or in equity, suspected or unsuspected,

of every kind and nature whatsoever, in each case, related to Executive’s employment with or severance from the Company, including

without limitation with respect to wrongful or tortious termination, constructive discharge, breach of implied or express employment

contracts and/or estoppel, discrimination and/or retaliation, libel, slander, non-payment of wages or other compensation, including grants

of stock options or any other equity compensation, in each case under any federal, state, or local laws, statutes, rules, or regulations

of any type or description, including without limitation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991;

the Age Discrimination in Employment Act; the Rehabilitation Act; the National Labor Relations Act; the Fair Labor Standards Act; the

Americans With Disabilities Act; the Family Medical Leave Act; the Employee Retirement Income Security Act; the Reconstruction Era Civil

Rights Act; the New York State Executive Law, and the New York City Human Rights Law, each as amended, and any other claim of discrimination,

harassment, or retaliation in employment (whether based on federal, state, or local law, statutory or decisional), which the Executive

Releasors or any of them ever had, now have, or hereafter shall or may have against the Company Releasees or any of them for, upon, or

by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date that Executive signs this Agreement.

Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Executive Releasors expressly

waive any right or claim for reinstatement of employment, back pay, interest, bonuses, damages, accrued vacation, accrued sick leave,

medical, dental, optical, or hospitalization benefits, accidental death and dismemberment coverage, long-term disability coverage, stock

or other interests in the Company or any subsidiary or affiliate thereof, life insurance benefits, overtime, severance pay, and/or attorneys’

fees or costs with respect to or derivative of such employment with the Company or the severance thereof.

ii.            Executive

acknowledges and agrees that by virtue of the foregoing, Executive has waived any relief available to Executive (including without limitation

monetary damages, equitable relief, and reinstatement) under any of the claims and/or causes of action waived in this Section 7(a).

Executive therefore agrees that Executive will not seek or accept any award of damages or settlement relating to any purported damages

from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with

respect to any claim or right waived in this Agreement. Notwithstanding anything to the contrary set forth in this Section 7(a),

Executive does not release, waive, or discharge the Company from (i) any claims to seek to enforce this Agreement or (ii) any

claims for indemnification, advancement of expenses or contribution with respect to any liability incurred by Executive as a director

or officer of the Company.

iii.            For

the purpose of implementing a full and complete release and discharge of the Company Releasees, Executive acknowledges that this Agreement

is intended to include in its effect, without limitation, all claims or other matters described in this Section 7(a) that neither

party knows or suspects to exist in Executive’s favor at the time of execution hereof, and that this Agreement contemplates the

extinguishment of any and all such claims or other such matters. The Company Releasees who are not a party to this Agreement are third-party

beneficiaries of this Agreement and are entitled to enforce its provisions.

iv.            This

release contained in this Section 7(a) specifically excludes (i) any claims arising after the execution of this Agreement,

(ii) Executive’s rights and the Company’s obligations under this Agreement, (iii) the right to indemnification

and/or advancement Executive has or may have under this Agreement, the by-laws and/or certificate of incorporation of the Company or

any of its subsidiaries or affiliates or as an insured under any director’s and officer’s liability insurance policy now

or previously in force and (iv) Executive’s rights as a stockholder and/or holder of any vested equity awards in respect of

Company common stock (including without limitation any equity awards which become vested pursuant to this Agreement). Nothing contained

in this Section 7(a) shall release Executive from Executive’s obligations, including any obligations to abide by the

Executive Covenants.

v.            The

Company hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary, an individual may not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in

confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose

of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is filed under

seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected

violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding

if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to

court order. In addition, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall impair Executive’s

rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s

right to receive an award for information provided to any government authority under such law or regulation.

b.            Company

Release of Executive.

i.            For

and in consideration of the promises made by Executive herein and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the Company, on its behalf, and on behalf of its predecessors, affiliates and successors, and each of

its past, present and future officers, directors, employees, representatives, attorneys, insurers, agents and assigns, individually and

in their official capacities (collectively the “Company Releasors”), hereby waives, releases and forever discharges

Executive and Executive’s heirs, executors, administrators, trustees, legal representatives, and assigns (collectively, the “Executive

Releasees”) from any and all actions, causes of action, complaints, charges, suits, debts, dues, sums of money, accounts, reckonings,

bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents,

executions, claims, and demands (including attorneys’ fees, costs, and disbursements actually incurred), whether known or unknown,

at law or in equity, suspected or unsuspected, of every kind and nature whatsoever, in any way resulting from, arising out of or connected

with Executive’s employment by the Company or any of its subsidiaries or other affiliates or pursuant to any federal, state or

local law, regulation or other requirements, including, without limitation, those arising under common law, which the Company Releasors

or any of them ever had, now have, or hereafter shall or may have against the Executive Releasees or any of them for, upon, or by reason

of any matter, cause, or thing whatsoever from the beginning of the world to the date that the Company signs this Agreement.

ii.            The

Company acknowledges and agrees that by virtue of the foregoing, the Company has waived any relief available to the Company (including

without limitation monetary damages, equitable relief, and reinstatement) under any of the claims and/or causes of action waived in this

Section 7(b). The Company therefore agrees that the Company will not seek or accept any award of damages or settlement relating

to any purported damages from any source or proceeding (including but not limited to any proceeding brought by any other person or by

any government agency) with respect to any claim or right waived in this Agreement. Notwithstanding anything to the contrary set forth

in this Section 7(b), the Company does not release, waive, or discharge Executive from any claims to seek to enforce this Agreement.

iii.            For

the purpose of implementing a full and complete release and discharge of the Executive Releasees, except as provided in Section 7(b)(iv) of

this Agreement, the Company acknowledges that this Agreement is intended to include in its effect, without limitation, all claims or

other matters described in this Section 7(b) that neither party knows or suspects to exist in the Company’s favor at

the time of execution hereof, and that this Agreement contemplates the extinguishment of any and all such claims or other such matters.

The Executive Releasees who are not a party to this Agreement are third-party beneficiaries of this Agreement and are entitled to enforce

its provisions.

iv.            Excluded

from the scope of this release is (A) any claim arising after the effective date of this Agreement, (B) any claims that seek

to enforce this Agreement, (C) any claims relating to Executive’s commission of fraud or criminal acts against Company or

its affiliates or other substantial, willful and intentional misconduct related to Executive’s employment with the Company or any

of its affiliates, and (D) any claim under the Company’s compensation recovery policy as in effect on the date hereof or as

subsequently modified to the extent required by applicable law.

v.            The

release of Executive contained in this Section 7(b) shall be void and of no effect if Executive revokes the release contained

in Section 7(a) of this Agreement.

8.             Full

Settlement; No Obligation to Mitigate; Effect of Certain Terminations of Employment; Indemnification; Cooperation.

a.            Full

Settlement. Executive agrees that the payments and benefits contemplated by Section 5 of this Agreement shall be in full satisfaction

of any rights and benefits due to Executive upon a Qualifying Termination, including, without limitation, any rights and benefits under

the Employment Agreement. Executive acknowledges that the payments and benefits to which he becomes entitled pursuant to Section 5

of this Agreement shall not be considered in determining his benefits under any plan, agreement, policy or arrangement of the Company.

b.            No

Obligation to Mitigate. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation

of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not

Executive obtains other employment.

c.            Effect

of Certain Terminations of Employment. If Executive’s employment with the Company is terminated other than as a result of a

Qualifying Termination or under Section 5(b), Executive shall only be entitled to the Accrued Obligations, which shall be paid within

thirty (30) days following the employment termination date.

d.            Indemnification.

The Company shall indemnify and hold Executive harmless for acts and omissions in Executive’s capacity as an officer, director

or employee of the Company to the maximum extent permitted under applicable law; provided, however, that neither the Company,

nor any of its subsidiaries or affiliates shall indemnify Executive for any losses incurred by Executive as a result of acts described

in the definition of Cause. The Company shall also advance, and keep current, Executive’s legal fees and expenses in such matter(s),

subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision that Executive

was not entitled to advancement or reimbursement of such fees and expenses. The Executive’s termination of employment shall not

impact the Executive’s right to coverage under the Company’s D&O insurance policies for any actions or inactions of Executive

prior to the date of termination of employment.

e.            Cooperation.

Executive agrees to reasonably cooperate with the Company following the Employment Termination Date concerning business or legal matters

about which Executive had knowledge during his employment. In scheduling matters related to such cooperation, the Company shall accommodate

to the extent possible Executive’s business and personal commitments. The Company will pay Executive his reasonable out-of-pocket

expenses incurred in connection therewith in accordance with the Company’s reimbursement policy for Executive Vice President level

officers of the Company as in effect from time to time.

9.            Tax

Withholding. All payments and benefits provided to Executive under this Agreement will be less any applicable withholdings for

federal, state and local taxes.

10.            Entire

Agreement. This Agreement, the Supplemental Executive Release and the Supplemental Company Release constitute the entire agreement

between the parties with respect to the subject matter hereof, and supersede any and all prior agreements or understandings between the

parties arising out of or relating to Executive’s employment and the cessation thereof. Notwithstanding the foregoing, Executive

acknowledges and agrees that compensation previously provided to Executive or provided to Executive under this Agreement shall be subject

to the Company’s compensation recovery policy as in effect on the date hereof or as subsequently modified to the extent required

by applicable law.

11.           Governing

Law; Jurisdiction.

a.            The

Executive Covenants and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising

out of or related to the Executive Covenants) shall be governed by and construed under and in accordance with the laws of the State of

New York applicable to agreements made and to be performed entirely within such State.

b.            Other

than the Executive Covenants, this Agreement and the legal relations thus created between the parties hereto (including, without limitation,

any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the laws of

the State of Delaware applicable to agreements made and to be performed entirely within such State.

c.            The

Company may seek equitable relief in court as provided for in the Executive Covenants. Any dispute under this Agreement will be heard

and determined before the Delaware Chancery Court located in Wilmington, Delaware, or, if not maintainable therein, then an appropriate

federal court located in Wilmington, Delaware, and each party hereto submits itself and its property to the non-exclusive jurisdiction

of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing

a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law

any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as

regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted

by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute

between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred

to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding

on it and may be enforced against it in the courts of any other jurisdiction. Nothing herein shall prevent the Company from seeking equitable

relief in court as provided for in the Executive Covenants.

12.           Severability

of Provisions. Each of the sections contained in this Agreement shall be enforceable independently of every other section in this

Agreement, and the invalidity or non-enforceability of any section shall not invalidate or render unenforceable any other section contained

in this Agreement.

13.           Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. This

Agreement shall not be assignable by Executive. If Executive shall die before all the payments required by this Agreement to be made

to Executive have been made, then all remaining payments shall be made to Executive’s estate or such person or trust as Executive

shall designate.

14.           Waivers.

No failure on the part of either party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate

as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise

thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

15.           Modification.

No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both Executive and the Company.

16.            Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall

be one and the same instrument.

17.           Section 409a.

a.            This

Agreement is intended to comply with the requirements of Section 409A of the Code (including any amendments or successor provisions

and any regulations and other administrative guidance thereunder, “Section 409A”). To the extent that any provision

in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified

to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will

be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a

manner so that all payments due under this Agreement will comply with Section 409A, while endeavoring to maintain the economic intent

of this Agreement. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. In

no event may Executive, directly or indirectly, designate the calendar year of payment of any payment subject to Section 409A.

b.            All

reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A, including,

where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during

a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar

year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense

will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right

to reimbursement is not subject to liquidation or exchange for another benefit.

c.            Notwithstanding

any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the

Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s

separation from service that would otherwise be due hereunder within six (6) months after such separation will nonetheless be delayed

until the first business day of the seventh month following Executive’s date of termination and the first such payment will include

the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest

on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate

(compounded monthly) in effect under Section 1274(d) of the Code on the Employment Termination Date.

d.            In

no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties

imposed under Section 409A with respect to any benefit paid to Executive hereunder. The Company agrees to take any reasonable steps

requested by Executive to avoid adverse tax consequences to Executive as a result of any benefit to Executive hereunder being subject

to Section 409A, provided that Executive shall, if requested, reimburse the Company for any incremental costs (other than incidental

costs) associated with taking such steps. All payments to be made upon a termination of employment under this Agreement may only be made

upon a “separation from service” under Section 409A. The parties agree that the Employment Termination Date shall constitute

a “separation from service” under Section 409A.

18.           Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered

with return receipt requested, or by hand delivery, or by overnight delivery by a nationally recognized carrier, in each case to the

applicable address set forth below, and any such notice is deemed effectively given when received by the recipient (or if receipt is

refused by the recipient, when so refused):

If to the Company:

IAC Inc.

555 West 18th Street, 6th Floor

New York, NY 10011

Attention:

Generalcounsel@iac.com

If to Executive:

At the most recent address for Executive on file at the Company, with a copy to:

Katzke Miller & Morgenbesser

katzke@kmexeccomp.com

Attention:

Michael S. Katzke

Either party may change such party’s address for notices by

notice duly given pursuant hereto.

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the day and year first above written.

IAC INC.

By:

/s/ Barry Diller

Name:

Barry Diller

Title:

Chairman and Senior Executive

/s/ Chris Halpin

Chris Halpin

[Signature Page to Employment

Transition Agreement]

EXHIBIT A

Supplemental Executive Release of Company

DATE

Chris Halpin

IAC Inc.

555 West 18th Street, 6th Floor

New York, NY 10011

Dear Chris:

For good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, IAC Inc. (the “Company”) and you hereby agree to the severance

of your employment with the Company upon the following terms and conditions of this agreement (this “Agreement”). Capitalized

terms used in this Agreement that are not defined shall have the meanings ascribed to such terms in the Employment Transition Agreement,

by and between you and the Company, dated [_], 2026 (“ETA”).

1.            Effective

as of DATE (the “End Date”), you hereby terminate your position as Chief

Operating Officer and Chief Financial Officer and any and all other positions you occupy as an officer, director, or employee of the Company

or any subsidiary or affiliate of the Company, and each such employment relationship between the Company or any subsidiary or affiliate

of the Company and you is hereby terminated in all respects. The End Date shall be the date of termination of your employment for purposes

of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided

herein or under the terms of the benefit plans, or as required by law.

2.            (a)              In

exchange for the general release in paragraph 8 below and other promises contained herein, you are entitled to the rights and benefits

set forth in Section [5(a)][5(b)] of the ETA.

(b)            You

hereby agree and acknowledge that the payments and/or benefits provided in paragraph 2(a) exceed any payments, benefits, or other

things of value to which you might otherwise be entitled under any policy, plan, or procedure of the Company or any of its subsidiaries

or affiliates or pursuant to any prior agreement or contract with the Company or any of its subsidiaries or affiliates.

3.            As

of the End Date, you are entitled to your vested account balance, if any, in the Company’s Retirement Savings Plan, subject to the

terms and conditions of such plan. The Company will provide you with a summary of the procedures for all such benefits to be transferred,

if you so choose, to a new or existing individual retirement account established by you. You are also entitled to your vested account

balance, if any, in the Company’s Executive Deferred Compensation Plan, subject to the terms and conditions of such plan.

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4.            Your

short-term and long-term disability insurance coverage provided by the Company ends on the End Date. Long-term disability insurance, to

the extent you currently participate in that plan, may be converted to an individual plan (and information about that option will be forwarded

to you under separate cover).

5.            Your

coverage under the Company’s Health and Welfare Benefits Plan, to the extent you currently participate in that plan, will end on

the last day of the calendar month of the End Date, i.e., END DATE. If you wish to

continue your participation and that of your eligible dependents in the Company’s group health, dental, vision, and/or flexible

spending account plans after the coverage ends, you may do so under applicable federal law (i.e., “COBRA”) by calling COBRA

Services at 866-365-2413. All Group Life and Accidental Death and Dismemberment Insurance, to the extent you currently participate in

those plans, may be converted to individual plans (and information about those options will be forwarded to you under separate cover).

6.            To

the extent provided therein, your obligations under any company policy to which you were subject during your employment and which survive

termination of your employment shall survive the severance of your employment provided for herein.

7.            During

your employment at the Company and/or any of its subsidiaries or affiliates, you may have been granted stock options and/or restricted

stock units and/or restricted stock by the Company or such subsidiary or affiliate. All terms and conditions of each applicable stock

option agreement or restricted stock unit agreement or restricted stock agreement, and the terms and conditions of the applicable plan

corresponding thereto (collectively, as amended by the ETA, the “Equity Agreements”), including the forfeiture provisions

thereof, shall remain unchanged and in full force and effect.

8.             (a)           For

and in consideration of the payments provided for and promises made by the Company herein and other good and valuable consideration, you

and your heirs, executors, administrators, trustees, legal representatives, and assigns (collectively, the “Releasors”)

hereby waive, release, and forever discharge the Company and its subsidiaries and affiliates, and its and their respective divisions,

branches, predecessors, successors, assigns, and past or present directors, officers, employees, agents, partners, members, stockholders,

representatives, attorneys, consultants, independent contractors, trustees, administrators, insurers, and fiduciaries, in their individual

and representative capacities (collectively, the “Company Releasees”), of and from any and all actions, causes of action,

complaints, charges, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,

agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands (including attorneys’

fees, costs, and disbursements actually incurred), whether known or unknown, at law or in equity, suspected or unsuspected, of every kind

and nature whatsoever, in each case, related to your employment with or severance from the Company, including without limitation with

respect to wrongful or tortious termination, constructive discharge, breach of implied or express employment contracts and/or estoppel,

discrimination and/or retaliation, libel, slander, non-payment of wages or other compensation, including grants of stock options or any

other equity compensation, in each case under any federal, state, or local laws, statutes, rules, or regulations of any type or description,

including without limitation under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in

Employment Act; the Rehabilitation Act; the National Labor Relations Act; the Fair Labor Standards Act; the Americans With Disabilities

Act; the Family Medical Leave Act; the Employee Retirement Income Security Act; the Reconstruction Era Civil Rights Act; the New York

State Executive Law; and the New York City Human Rights Law, each as amended, and any other claim of discrimination, harassment, or retaliation

in employment (whether based on federal, state, or local law, statutory or decisional), which the Releasors or any of them ever had, now

have, or hereafter shall or may have against the Company Releasees or any of them for, upon, or by reason of any matter, cause, or thing

whatsoever from the beginning of the world to the date that you sign this Agreement. Without limiting the generality of the foregoing,

except as expressly set forth in this Agreement, the Releasors expressly waive any right or claim for reinstatement of employment, back

pay, interest, bonuses, damages, accrued vacation, accrued sick leave, medical, dental, optical, or hospitalization benefits, accidental

death and dismemberment coverage, long-term disability coverage, stock or other interests in the Company or any subsidiary or affiliate

thereof, life insurance benefits, overtime, severance pay, and/or attorneys’ fees or costs with respect to or derivative of such

employment with the Company or the severance thereof.

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(b)           You

acknowledge and agree that by virtue of the foregoing, you have waived any relief available to you (including without limitation monetary

damages, equitable relief, and reinstatement) under any of the claims and/or causes of action waived in paragraph 8. You therefore agree

that you will not seek or accept any award of damages or settlement relating to any purported damages from any source or proceeding (including

but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in

this Agreement. Notwithstanding anything to the contrary set forth in this paragraph 8, you do not release, waive, or discharge the Company

from (i) any claims to seek to enforce this Agreement (ii) any claims for indemnification, advancement of expenses or contribution

with respect to any liability incurred by you as a director or officer of the Company or (iii) any rights as a stockholder or with

respect to vested equity awards in respect of Company common stock (including without limitation any equity awards which become vested

pursuant to this Agreement).

the purpose of implementing a full and complete release and discharge of the Company Releasees, you acknowledge that this Agreement is

intended to include in its effect, without limitation, all claims or other matters described in this paragraph 8 that neither party knows

or suspects to exist in your favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any and

all such claims or other such matters. The Company Releasees who are not a party to this Agreement are third-party beneficiaries of this

Agreement and are entitled to enforce its provisions.

(d)           This

release contained in this paragraph 8 specifically excludes (i) any claims arising with respect to events occurring after the Effective

Date of this Agreement, (ii) your rights and the Company’s obligations under the ETA, (iii) the right to indemnification

and/or advancement you have or may have under the ETA, the by-laws and/or certificate of incorporation of the Company or any of its subsidiaries

or affiliates or as an insured under any director’s and officer’s liability insurance policy now or previously in force and

(iv) any rights with respect to vested equity awards in respect of Company common stock (including without limitation any equity

awards which become vested pursuant to this Agreement) or as a stockholder. Nothing contained in this Release shall release you from your

obligations, including any obligations to abide by the Executive Covenants, under the ETA that continue or are to be performed following

termination of employment.

A-3

9.             Except

for items to be retained during the Consulting Period as determined by the Company, you represent that you do not have in your possession

or custody, and have not failed to return to the Company, all property belonging to the Company (other than de minimis items), including

but not limited to laptop computers, iPads, cell phone, keys, access cards for buildings and office floors, and confidential business

information and documents. Additionally, the Company acknowledges and agrees that you will be permitted to retain your contacts, calendars,

personal correspondence and any information or documents necessary for the preparation of your tax returns.

10.            This

Agreement and all matters or issues related hereto shall be governed by the laws of the State of New York applicable to contracts entered

into and performed therein (without reference to its principles of conflicts of laws). The Company and you hereby submit to the jurisdiction

of all state courts in the State of New York sitting in New York County, and of the United States District Court for the Southern District

of New York, for the purposes of the enforcement of this Agreement. The parties acknowledge that such courts have jurisdiction to interpret

and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal

jurisdiction and/or venue in such courts.

11.           (a)           This

Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors,

and assigns.

(b)           This

Agreement is not intended, and shall not be construed, as an admission that any of the Company Releasees has violated any federal, state,

or local law (statutory or decisional), ordinance, or regulation, breached any contract, or committed any wrong whatsoever against you

or anyone else.

for the ETA and the Equity Agreements, if any, this Agreement contains the entire understanding of the parties hereto relating to the

subject matter of this Agreement and supersedes any and all prior agreements or understandings between the parties hereto with respect

thereto, and can be changed only by a writing signed by all parties hereto. No waiver shall be effective against any party unless in writing

and signed by the party against whom such waiver shall be enforced.

12.           All

notices and other communications hereunder shall be deemed to be sufficient if in writing and delivered in person or by a nationally recognized

courier service, addressed, if to you, to the address set forth above; and if to the Company, to:

IAC Inc.

555 West 18th Street

New York, NY 10011

Attention:   Generalcounsel@iac.com

or to such other address as you or the Company

may have furnished to the other party in writing. Each notice delivered in person or by overnight courier shall be deemed given when delivered

or when delivery is attempted and refused.

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13.           In

case any provision contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by

any court or administrative body with competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining

provisions hereof, which shall remain in full force and effect. Any provision so determined to be invalid, illegal, or unenforceable shall

be reformed so that it is valid, legal, and enforceable to the fullest extent permitted by law; or, if such reformation is impossible,

then this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided

that, upon any finding by a court of competent jurisdiction that this Agreement is illegal and/or unenforceable, you hereby agree to execute

and deliver an agreement in substantially the same form as this Agreement, modified to the extent necessary so as to constitute a legal

and enforceable agreement. Additionally, you agree that any breach by you of paragraphs 8, and/or 9 shall constitute a material breach

of this Agreement as to which the applicable Company Releasees may seek all relief available under the law other than a breach that is

inadvertent and insubstantial that is remedied promptly and not repeated.

14.           This

Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement.

15.           You

acknowledge and agree that, in deciding whether to execute this Agreement, you have read this Agreement and have had at least twenty-one

(21) days to consider its terms and effects and to ask any questions that you may have of anyone, and that you have executed this Agreement

voluntarily and with full understanding of its terms and its effects on you, and that no fact, evidence, event, or transaction currently

unknown to you but which may later become known to you will affect in any way or manner the final and unconditional nature of this Agreement.

You further acknowledge that: (a) the release provided for herein is granted in exchange for the receipt of consideration that exceeds

the amount to which you would otherwise be entitled upon termination of your employment; (b) the waiver of rights under this Agreement

is knowing and voluntary as required under the Older Workers Benefit Protection Act; (c) you are hereby advised by the Company in

writing to consult with an attorney, tax, and/or financial advisor of your choice before signing this Agreement, and that the Company

has not provided to you any legal, tax, or financial advice in connection with the same; and (d) you have had answered to your satisfaction

any questions you have asked with regard to the meaning and significance of any terms or provisions of this Agreement. After signing this

Agreement, you shall have seven (7) days (the “Revocation Period”) to revoke your decision by delivering to the

Company at the above address a notarized written notice of your desire to revoke the Agreement by no later than the last day of the Revocation

Period. This Agreement shall become effective automatically upon the expiration of the Revocation Period if you do not revoke it in the

aforesaid manner (the “Effective Date”). If the last day of the Revocation Period falls on a Saturday, Sunday, or legal

holiday, the last day of the Revocation Period will be deemed to be the next business day. In the event that you do not accept this Agreement

as set forth above, or in the event that you revoke this Agreement in the manner set forth above, the obligation of the Company to provide

the payments and/or benefits described in paragraph 2(a) of this Agreement shall immediately become null and void. Notwithstanding

the foregoing, this Agreement shall not be effective unless and until the Company executes the Supplemental Company Release (in the form

attached as Exhibit B to the ETA). However, for the avoidance of doubt, the execution or non-execution of the Supplemental Company

Release shall not affect whether or not the Supplemental Release Conditions have been satisfied.

A-5

BY SIGNING THIS AGREEMENT, YOU STATE THAT:

(a)          YOU

HAVE READ THIS AGREEMENT AND HAVE HAD SUFFICIENT TIME TO CONSIDER ITS TERMS;

(b)         YOU

UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS;

AGREE WITH EVERYTHING IN THIS AGREEMENT;

(d)         YOU

ARE AWARE OF YOUR RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT, HAVE BEEN ADVISED OF SUCH RIGHT, AND HAD SUFFICIENT

TIME TO CONSULT WITH AN ATTORNEY;

(e)          YOU

HAVE SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY; AND

(f)          THIS

AGREEMENT INCLUDES A RELEASE BY YOU OF ALL KNOWN AND UNKNOWN CLAIMS AS DESCRIBED IN THIS AGREEMENT.

If the foregoing correctly

sets forth our mutual understanding, please sign on the next page and have notarized one copy of this Agreement and return it to

the undersigned after the End Date, whereupon this letter shall constitute a binding agreement between us.

Sincerely,

IAC Inc.

By:

SIGNER

SIGNER TITLE, IAC

A-6

I, NAME, acknowledge that I have been given at

least twenty-one (21) days from the date of this Agreement to consider the terms contained herein and that I have seven (7) days

after signing this Agreement in which to rescind my acceptance hereof. I also acknowledge that I have been advised to consult with a lawyer

prior to signing this Agreement. I knowingly and voluntarily agree to and accept the terms outlined in this Agreement without reservation

and fully understand all of its terms.

ACCEPTED AND AGREED:

Chris Halpin

Date:

On this ____

day of ____2026, before me personally came NAME to me known and known to me to be the person described in and who executed

this Agreement, and she duly acknowledged to me that she executed the same.

Notary Public

A-7

EXHIBIT B

Supplemental Company Release of Executive

FOR GOOD AND VALUABLE CONSIDERATION, the receipt

and sufficiency of which is hereby acknowledged, and as required by the Employment Transition Agreement (the “Agreement”),

by and among Chris Halpin (“Executive”) and IAC Inc. (the “Company”) on its behalf, and on behalf

of its predecessors, affiliates and successors, and each of its past, present and future officers, directors, employees, representatives,

attorneys, insurers, agents and assigns, individually and in their official capacities (collectively the “Company Releasors”),

hereby waives, releases and forever discharges Executive and Executive’s heirs, executors, administrators, trustees, legal representatives,

and assigns (collectively, the “Executive Releasees”) from any and all actions, causes of action, complaints, charges,

suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,

variances, trespasses, damages, judgments, extents, executions, claims, and demands (including attorneys’ fees, costs, and disbursements

actually incurred), whether known or unknown, at law or in equity, suspected or unsuspected, of every kind and nature whatsoever, in any

way resulting from, arising out of or connected with Executive’s employment by the Company or any of its subsidiaries or other affiliates

or pursuant to any federal, state or local law, regulation or other requirements, including, without limitation, those arising under common

law, which the Company Releasors or any of them ever had, now have, or hereafter shall or may have against the Executive Releasees or

any of them for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date that the Company

signs this release of claims. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in

the Agreement.

The Company acknowledges and agrees that by virtue

of the foregoing, the Company has waived any relief available to the Company (including without limitation monetary damages, equitable

relief, and reinstatement) under any of the claims and/or causes of action waived in this release. The Company therefore agrees that the

Company will not seek or accept any award of damages or settlement relating to any purported damages from any source or proceeding (including

but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in

this release. Notwithstanding anything to the contrary set forth in this release, the Company does not release, waive, or discharge Executive

from any claims to seek to enforce this release.

For purposes of implementing a full and complete

release and discharge of the Executive Releasees, except as set forth in the following paragraph, the Company acknowledges that this release

is intended to include in its effect, without limitation, all claims or other matters described in this release that neither party knows

or suspects to exist in the Company’s favor at the time of execution hereof, and that this release contemplates the extinguishment

of any and all such claims or other such matters. The Executive Releasees who are not a party to this release are third-party beneficiaries

of this release and are entitled to enforce its provisions.

Excluded from the scope of this release is (a) any

claim arising after the effective date of this release, (b) any claims that seek to enforce this release, (c) any claims relating

to Executive’s commission of fraud or criminal acts against Company or its affiliates or other substantial, willful and intentional

misconduct related to Executive’s employment with the Company or any of its affiliates and (d) any claim under the Company’s

compensation recovery policy as in effect on the date hereof or as subsequently modified to the extent required by applicable law.

B-1

Intending to be legally bound, the Company has

signed this Release of Claims as of the date written below.

IAC

INC.

Date

Name:

Title:

Chris

Halpin

B-2

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2612831d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

EMPLOYMENT

TRANSITION AGREEMENT

THIS EMPLOYMENT TRANSITION AGREEMENT (this “Agreement”),

dated as of April 27, 2026, is by and between IAC Inc., a Delaware corporation (the “Company”), and Kendall Handler

(“Executive”).

WHEREAS, reference is made to the Employment Agreement,

by and between Executive and the Company, effective January 1, 2021 (“Employment Agreement”);

WHEREAS, Executive is currently employed as the

Chief Legal Officer of the Company;

WHEREAS, the Company and Executive have mutually

agreed that Executive will transition out of her role as Chief Legal Officer of the Company effective upon the filing of the Form 10-Q

for the Company’s second fiscal quarter of 2026 and, thereafter provide services to the Company as a consultant for a period ending

no later than the date of the filing by the Company of the Form 10-K for the 2026 fiscal year; and

WHEREAS, the Company and Executive desire to set

forth their respective rights and obligations regarding Executive’s departure from the Company.

NOW, THEREFORE, in consideration of the covenants

and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,

the parties, intending to be legally bound, agree as follows:

1.             Definitions.

a.            Accrued

Obligations means the sum of: (i) any portion of Executive’s accrued but unpaid Annual Base Salary through the date of

death or termination of employment for any reason, as the case may be; and (ii) any reimbursements that Executive is entitled to

receive under Section 3A(c)(i) of the Employment Agreement or Section 2(c)(ii) of this Agreement.

b.            Cause

has the meaning set forth in the Employment Agreement.

c.            Disability

has the meaning set forth in the Employment Agreement.

d.            Employment

Termination Date means the first to occur of (i) the filing of the Form 10-Q for the Company’s second fiscal quarter

of 2026 and (ii) such earlier date on which Executive’s employment with the Company is terminated for any other reason, which

shall be the date of death in the case of Executive’s death, the Disability Date (as defined below) in the case of Executive’s

termination due to Disability and in all other cases, the date set forth in a notice of termination or as otherwise agreed between the

parties.

e.            Executive

Covenants means the covenants set forth in Section 2 (Confidential Information; Non-Competition, Non-Solicitation of Employees;

Non-Solicitation of Business Partners; Proprietary Rights and Compliance with Policies and Procedures) of the Standard Terms and Conditions

of the Employment Agreement.

f.             Good

Reason has the meaning set forth in the Employment Agreement. Executive agrees that the entry into of this Agreement does not constitute

or give rise to a claim of Good Reason.

g.            Qualifying

Termination means (i) a termination of Executive’s employment with the Company by the Company without Cause, other than

as a result of death or Disability, (ii) a termination of employment with the Company by Executive for Good Reason, or (iii) the

automatic termination of Executive’s employment with the Company upon the Employment Termination Date described in clause (i) of

Employment Termination Date. A Qualifying Termination does not include a termination by Executive of her employment voluntarily without

Good Reason.

h.            Transition

Period means the period commencing on the date of this Agreement and ending on the Employment Termination Date.

2.             Transition

Period.

a.            Termination

of Employment Agreement. Effective as of the date of this Agreement, except as provided in Sections 2(c)(ii) and 6 of this Agreement,

the Employment Agreement is terminated; provided, however, this Agreement is not intended to extinguish the second paragraph of

Section 8 and the first sentence of Section 9 of the Employment Agreement to the extent required to survive following the Employment

Termination Date to carry out the intentions of the parties with respect to the Executive Covenants.

b.            Employment

During Transition Period.

i.            Position, Initial

Powers/Responsibilities and Performance. During the Transition Period, the Company shall continue to employ Executive, and Executive

shall be employed, as Chief Legal Officer of the Company. During Executive’s employment with the Company, Executive shall use good

faith efforts to do and perform all services and acts reasonably necessary or advisable to fulfill the duties and responsibilities of

Executive’s position and to render such services in accordance with the generally applicable policies of the Company as in effect

from time to time and otherwise on the terms set forth herein. For the avoidance of doubt, nothing in this Agreement requires Executive

to perform duties inconsistent with her position.

ii.            Reporting.

During the Transition Period, Executive shall report solely and directly (A) to the Chairman and Senior Executive of the Company

so long as Barry Diller holds such position, and (B) if Mr. Diller ceases to serve as Chairman and Senior Executive of the

Company, to the Board, unless the Company appoints an officer to serve as Chief Executive Officer of the Company, then to such officer

(clauses (A) and (B) hereinafter referred to as the “Reporting Authority”). Executive agrees that any change

in reporting authority as described in the proceeding sentence does not constitute or give rise to a claim of Good Reason.

iii.          Full

Time Service and Other Activities. Executive agrees to devote all of Executive’s working time, attention and efforts to the

Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time

to time.

iv.          Location.

Executive’s principal place of employment shall be at the Company’s offices located in New York, New York.

c.            Compensation

During Transition Period.

i.            Base

Salary. During the Transition Period, the Company shall continue to pay Executive an annual base salary of $500,000 (the “Annual

Base Salary”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice

as in effect from time to time).

ii.           Benefits.

Section 3A(c) of the Employment Agreement will remain in effect during the Transition Period.

3.             Employment

Termination Date.

a.            Disability.

If the Company determines in good faith that the Disability of Executive has occurred during the Transition Period (pursuant to the definition

of Disability), it may give to Executive written notice in accordance with Section 18 of its intention to terminate Executive’s

employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such

notice by Executive if Executive does not return to full-time performance of Executive’s duties within such 30-day period (the

“Disability Date”).

b.            Automatic

Resignation. Effective as of the Employment Termination Date, Executive’s employment with the Company shall terminate, and

Executive agrees that the occurrence of the Employment Termination Date shall constitute her automatic resignation from her position

as Chief Legal Officer of the Company and from any and all other positions held by Executive with the Company and its subsidiaries and

other affiliated entities. Executive agrees to execute any such additional documentation as may be reasonably required to effectuate

the resignations detailed in the immediately preceding sentence.

4.             Post-Separation

Consulting.

a.            Consulting

Period. Following the Employment Termination Date (other than a termination due to Executive’s death or Disability), Executive

shall provide the consulting services contemplated by this Section 4 commencing on the Employment Termination Date and ending on

the first to occur of (i) the filing of the Form 10-K for the Company’s fiscal year 2026 and (ii) such earlier date

as determined by the Company (such period, the “Consulting Period”).

b.            Consulting

Services. During the Consulting Period, Executive shall provide consulting services to the Reporting Authority relating to the strategy

of the Company and such other related matters, and involving such commitments of time (subject to Executive’s other commitments),

as Executive and the Reporting Authority from time to time mutually agree. Services will be performed remotely (virtually) unless Executive

and the Reporting Authority otherwise mutually agree. Executive shall be indemnified by the Company for her services rendered during

the Consulting Period (and legal fees and expenses advanced and kept current) on the same basis as if she were then a senior executive

officer of the Company.

c.            Other

Employment. The Company acknowledges that Executive is not prohibited by this Section 4 from obtaining employment with or otherwise

providing services to another entity during the Consulting Period; provided that Executive shall remain subject to the Executive

Covenants to the extent set forth in Section 6 of this Agreement.

d.            Independent

Contractor Status. Executive acknowledges and agrees that her services during the Consulting Period are to be rendered as an independent

contractor and Executive shall not be considered an employee of the Company or any of its affiliates for tax purposes or for any other

purposes whatsoever. Executive agrees that during the Consulting Period Executive will not be an agent of the Company or any of its affiliates,

and that Executive will have no authority, implied or actual, to act on behalf of the Company or any of its affiliates or to enter into

any agreement that would bind the Company or any of its affiliates.

5.            Separation