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What changed in Angi Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Angi Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+338 added−435 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-28)

Top changes in Angi Inc.'s 2025 10-K

338 paragraphs added · 435 removed · 269 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

65 edited+9 added−28 removed24 unchanged
Biggest changeDESCRIPTION OF OUR BUSINESSES Our Domestic Businesses In the United States, the Company, through several differentiated experiences, provides consumers with tools and resources to help them find local, pre-screened and customer-rated professionals, refers consumers to independently established home professionals engaged in a trade, occupation and/or businesses that customarily provides such services and provides consumers with tools to communicate with professionals and pay for related services.
Biggest changeBusiness In the United States, the Company provides Pros the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated Pros nationwide for home repair, maintenance and improvement projects.
We protect our intellectual property rights through a combination of registered copyrights, trademarks, and domain name registrations, trade secrets and patent applications, as well as through contractual restrictions and reliance on federal, state and common law.
We protect our intellectual property rights through a combination of registered copyrights, trademarks, domain name registrations, trade secrets and patent applications, as well as through contractual restrictions and reliance on federal, state and common law.
Code of Business Conduct and Ethics Our Code of Business Conduct and Ethics applies to all of our employees (including our principal executive officer, principal financial officer and principal accounting officer) and directors and is posted on the Investor Relations section of our website at ir.angi.com under the heading “Code of Ethics.” This code complies with Item 406 of SEC Regulation S-K and the rules of The Nasdaq Stock Market LLC.
Code of Business Conduct and Ethics Our Code of Business Conduct and Ethics applies to all of our employees (including our principal executive officer, principal financial officer and principal accounting officer) and directors and is posted on the Investor Relations section of our website at ir.angi.com under the heading “Code of Ethics.” This code complies with Item 406 of SEC Regulation S-K and the 9 rules of The Nasdaq Stock Market LLC.
Community We encourage our employees to become involved in their communities by providing U.S. based full-time employees with paid-time off each year to volunteer in local community-based programs. Code of Business Conduct and Ethics Our US-based employees are required to annually certify to their familiarity and compliance with our Code of Business Conduct and Ethics.
Community We encourage our employees to become involved in their communities by providing U.S.-based full-time employees with paid-time off each year to volunteer in local community-based programs. Code of Business Conduct and Ethics Our U.S.-based employees are required to annually certify to their familiarity and compliance with our Code of Business Conduct and Ethics.
Government Regulation We are subject to laws and regulations that affect companies conducting business on the Internet generally and through mobile applications, including laws relating to the liability of providers of online services for their operations and the activities of their users.
Government Regulation 7 We are subject to laws and regulations that affect companies conducting business on the Internet generally and through mobile applications, including laws relating to the liability of providers of online services for their operations and the activities of their users.
As a provider of products and services with a membership-based element, we are also sensitive to the adoption of laws and regulations affecting the ability of our businesses to periodically charge for recurring membership or subscription payments.
As a provider of products and services with a membership-based element, we are sensitive to the adoption of laws and regulations affecting the ability of our businesses to periodically charge for recurring membership or subscription payments.
We believe that our ability to compete successfully will depend primarily upon the following factors: • our ability to continue to build and maintain awareness of, and trust in and loyalty to, the Angi brand; • the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and professionals, as well as our continued ability to introduce new products and services that resonate with consumers and professionals generally; • the size, quality, diversity and stability of our network of professionals and the breadth of our online directory listings; • our ability to consistently generate service requests through our platforms that convert into revenue for our professionals in a cost-effective manner; • our ability to continue to attract (and increase) traffic to our brands and platforms through search engines, including the ability to ensure that information from such brands and platforms and related links are displayed prominently in free search engine results and that paid search marketing efforts are cost-effective, as well as the ability to respond to changes in the usage and functioning of search engines and the introduction of new technology; • our ability to increasingly engage with consumers directly through our platforms, including our various mobile applications (rather than through search engine marketing or via free search engine referrals); and • the quality and consistency of our professional pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.
We believe that our ability to compete successfully will depend primarily upon the following factors: • our ability to continue to build and maintain awareness of, and trust in and loyalty to, the Angi brand; • the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and Pros, as well as our continued ability to introduce new products and services that resonate with consumers and Pros generally; • the size, quality, diversity and stability of our network of Pros and the breadth of our online directory listings; • our ability to consistently generate service requests through our platforms that convert into revenue for our Pros in a cost-effective manner; • our ability to continue to attract (and increase) traffic to our brands and platforms through search engines, including the ability to ensure that information from such brands and platforms and related links are displayed prominently in free search engine results and that paid search marketing efforts are cost-effective, as well as the ability to respond to changes in the usage and functioning of search engines and the introduction of new technology; • our ability to increasingly engage with consumers directly through our platforms, including our various mobile applications (rather than through search engine marketing or via free search engine referrals); and • the quality and consistency of our Pro pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.
The laws and regulations may adversely impact our ability 8 to effectively incorporate AI into our products and services and/or make it more difficult to transparently market such products and services that incorporate AI.
The laws and regulations may adversely impact our ability to effectively incorporate AI into our products and services and/or make it more difficult to transparently market such products and services that incorporate AI.
We compete with, among others: (i) search engines and online directories, (ii) home and/or local services-related platforms, (iii) providers of consumer ratings, reviews and referrals and (iv) various forms of traditional offline advertising (primarily local in nature), including radio, direct marketing campaigns, yellow pages, newspapers and other offline directories.
We compete with, among others: (i) search engines and online directories, (ii) home and/or local services-related platforms, (iii) providers of consumer ratings, reviews and referrals and (iv) various forms of traditional offline advertising (primarily local in nature), including radio, direct marketing campaigns, newspapers and other offline directories.
If an approved professional fails to meet any eligibility criteria during the applicable contract term, refuses to participate in our complaint resolution process, and/or engages in what we determine to be prohibited behavior through any of our platforms, existing service and access to the platform will be subject to termination.
If an approved Pro fails to meet any eligibility criteria during the applicable contract term, refuses to participate in our complaint resolution process, and/or engages in what we determine to be prohibited behavior through any of our platforms, existing service and access to the platform will be subject to termination.
We also compete with local and national retailers of home improvement products that offer or promote installation services. We believe our biggest competition comes from the traditional methods most people currently use to find professionals, which are by word-of-mouth and through referrals.
We also compete with local and national retailers of home improvement products that offer or promote installation services. We believe our biggest competition comes from the traditional methods most people currently use to find Pros, which are by word-of-mouth and through referrals.
Our International Businesses We also own and operate the following international businesses that connect consumers with home professionals: (i) HomeStars, MyBuilder, MyHammer, Travaux and Werkspot, leading home services marketplaces in Canada, the United Kingdom, Germany, France and the Netherlands, respectively, (ii) the Austrian operations of MyHammer and (iii) the Italian operations of Werkspot.
Our International Businesses We also own and operate the following international businesses that connect consumers with Pros: (i) HomeStars, MyBuilder, MyHammer, Travaux and Werkspot, leading home services marketplaces in Canada, the United Kingdom, Germany, France and the Netherlands, respectively, (ii) the Austrian operations of MyHammer and (iii) the Italian operations of Werkspot.
See “ Item 1A-Risk Factors-General Risk Factors -The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.” We are particularly sensitive to laws and regulations that adversely impact the popularity or growth in use of the Internet and/or online products and services generally, restrict or otherwise unfavorably impact the ability or manner in which we provide our products and services, regulate the practices of third parties upon which we rely to provide our products and services and undermine open and neutrally administered Internet access.
Risk Factors—General Risk Factors —The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.” We are particularly sensitive to laws and regulations that adversely impact the popularity or growth in use of the Internet and/or online products and services generally, restrict or otherwise unfavorably impact the ability or manner in which we provide our products and services, regulate the practices of third parties upon which we rely to provide our products and services and undermine open and neutrally administered Internet access.
Consumers can also provide a detailed description of their experiences with professionals. Ratings and reviews cannot be submitted anonymously and there are processes in place to prevent professionals from reporting on themselves or their competitors, as well as to detect fraudulent or otherwise problematic reviews.
Consumers can also provide a detailed description of their experiences with Pros. Ratings and reviews cannot be submitted anonymously and there are processes in place to prevent Pros from reporting on themselves or their competitors, as well as to detect fraudulent or otherwise problematic reviews.
Basic annual membership also includes a business profile page on HomeAdvisor.com and Angi.com, a mobile application and access to various online tools designed to help professionals more effectively market to, manage and connect with, consumers to whom they have been referred.
Basic annual membership also includes a business profile page on HomeAdvisor.com and Angi.com, a mobile application and access to various online tools designed to help Pros more effectively market to, manage and connect with, consumers to whom they have been referred.
This includes consumers’ access to our online True Cost Guide, which provides project cost information for hundreds of project types nationwide, ratings, reviews, and certain promotions, as well as a library of home services-related content consisting primarily of articles about home improvement, repair and maintenance, tools to assist consumers with the research, planning and management of their projects, and general advice for working with professionals.
This includes consumers’ access to our online True Cost Guide, which provides project cost information for hundreds of project types 5 nationwide, ratings, reviews, and certain promotions, as well as a library of home services-related content consisting primarily of articles about home improvement, repair and maintenance, tools to assist consumers with the research, planning and management of their projects, and general advice for working with Pros.
Specifically, during such period, except in specific circumstances, we and our subsidiaries generally would be prohibited from: (i) entering into any transaction pursuant to which our capital stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of our capital stock, (vi) taking or failing to take other actions inconsistent with representations or covenants in any tax opinion or private letter ruling documents or (vii) ceasing to engage in any active trade or business as defined in the Code.
Specifically, during such period, except in specific circumstances, we and our subsidiaries generally would be prohibited from: (i) entering into any transaction pursuant to which our capital stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions, including repurchase of certain limited amount of our capital stock), (v) altering the voting rights of our capital stock, (vi) taking or failing to take other actions inconsistent with representations or covenants in any tax opinion or private letter ruling documents or (vii) ceasing to engage in any active trade or business as defined in the Code. 10
In addition to retaining the requisite member rating, the owners or principals of businesses affiliated with professionals must pass certain criminal background checks and attest to applicable state and local licensure requirements.
In addition to retaining the requisite member rating, the owners or principals of businesses affiliated with Pros must pass certain criminal background checks and attest to applicable state and local licensure requirements.
We have made, and expect we will continue to make, substantial investments in digital and traditional offline marketing to consumers and professionals to promote our products and services and drive visitors to our various platforms and professionals.
We have made, and expect we will continue to make, substantial investments in digital and traditional offline marketing to consumers and Pros to promote our products and services and drive visitors to our various platforms and Pros.
In some cases, consumers can pay directly on the Angi platform for requested home services as well as select third-party retail partners (online and in store, where available) for assembly, 5 installation and other related services to be fulfilled by professionals referred by Angi.
In some cases, consumers can pay directly on the Angi platform for requested home services as well as select third-party retail partners (online and in store, where available) for assembly, installation and other related services to be fulfilled by Pros referred by Angi.
Consumers Consumers can connect with professionals across more than 500 service categories in our nationwide network through our digital marketplace and certain third-party affiliate platforms.
Consumers Consumers can connect with Pros across more than 500 service categories in our nationwide network through our digital marketplace and certain third-party affiliate platforms.
Our engineering teams use an agile development process that allows us to deploy frequent iterative releases for product and service features leveraging both open-source and vendor supported software technology. Competition The home services industry is highly competitive and fragmented, and in many important respects, local in nature.
Our engineering team uses an agile development process that allows us to deploy frequent iterative releases for product and service features leveraging both open-source and vendor supported software technology. Competition The home services industry is highly competitive and fragmented, and in many important respects, local in nature.
Under the Tax Sharing Agreement, each party generally will be responsible for any taxes and related amounts imposed on IAC or us (or their respective subsidiaries) that arise from the failure of a spin-off of IAC’s interest in us (including, if completed, the Distribution) to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 368(a)(1)(D) and/or Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the failure to so qualify is attributable to: (i) a breach of the relevant covenants made by that party in the tax sharing agreement, (ii) an acquisition of such party’s equity securities (or certain arrangements or substantial negotiations or discussions with respect to certain such acquisitions) or assets, or (iii) solely with respect to us, any inaccuracy of any representation or covenant made by us in any documents provided in support of any tax opinion or ruling obtained by IAC with respect to the U.S. federal income tax treatment of the Distribution.
Under the tax sharing agreement, each party is generally responsible for any taxes and related amounts imposed on IAC or us (or their respective subsidiaries) that arise from the failure of the Distribution to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 368(a)(1)(D) and/or Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the failure to so qualify is attributable to: (i) a breach of the relevant covenants made by that party in the tax sharing agreement, (ii) an acquisition of such party’s equity securities (or certain arrangements or substantial negotiations or discussions with respect to certain such acquisitions) or assets, or (iii) solely with respect to us, any inaccuracy of any representation or covenant made by us in any documents provided in support of any tax opinion or ruling obtained by IAC with respect to the U.S. federal income tax treatment of the Distribution.
We have also registered a variety of domestic and international domain names, the most significant of which relate to our Angi brand. In addition, we have two patents that expire in November 2035.
We have also registered a variety of U.S. and international domain names, the most significant of which relate to our Angi brand. In addition, we have two patents that expire in November 2035.
Securities and Exchange Commission (“SEC”). 9 We also make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC.
We also make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC.
Consumers can rate professionals on a one- to five- star rating scale based on a variety of criteria, including, but not limited to, overall experience, availability, price, quality, responsiveness, punctuality and professionalism, depending on the type of service provided. Ratings on each applicable criterion are weighted across all reviews submitted for a given professional to produce such professional’s overall rating.
Consumers can rate Pros on a one- to five- star rating scale based on a variety of criteria, including, but not limited to, overall experience, availability, price, quality, responsiveness, punctuality and professionalism, depending on the type of service provided. Ratings on each applicable criterion are weighted across all reviews submitted for a given Pro to produce such Pro’s overall rating.
Neither the information on this website, nor the information on the websites of any of our brands and businesses, is incorporated by reference into this annual report, or into any other filings with, or into any other information furnished or submitted to, the U.S.
Neither the information on this website, nor the information on the websites of any of our brands and businesses, is incorporated by reference into this annual report, or into any other filings with, or into any other information furnished or submitted to, the U.S. Securities and Exchange Commission (“SEC”).
We also support growing families through in vitro fertilization, adoption and surrogacy support and provide paid leave for bonding. We also maintain employee wellness programs, including mental health support access and telemedicine. Lastly, we also offer our US-based full-time employees a 401(k) retirement plan with an employer match.
In the U.S. and certain European countries, we also support growing families through in vitro fertilization, adoption and surrogacy support and provide paid leave for bonding. We also maintain employee wellness programs, including mental health support access and telemedicine. Lastly, we also offer our US-based full-time employees a 401(k) retirement plan with an employer match.
Pursuant to third-party affiliate agreements, third 6 parties agree to advertise and promote our various products and services (and those of our various professionals) on their platforms.
Pursuant to third-party affiliate agreements, third parties agree to advertise and promote our various products and services (and those of our various Pros) on their platforms.
In addition, because we receive, transmit, store and use a substantial amount of information received from or generated by consumers and professionals, we are also impacted by laws and regulations governing privacy, the storage, sharing, use, processing, disclosure and protection of personal data and data breaches.
In addition, because we receive, transmit, store and use a substantial amount of information received from or generated by consumers and Pros, we are also impacted by laws and regulations governing privacy, the storage, sharing, use, processing, disclosure and protection of personal data and data breaches. See “ Item 1A.
See “ Item 1A-Risk Factors-Risks Related to Our Business and Industry -There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionals who use our platform is challenged.” Human Capital Management As of December 31, 2024, we employed approximately 2,800 employees worldwide, the substantial majority of which provided services to our brands and businesses located in the United States.
Risk Factors—Risks Related to Our Business and Industry —There may be adverse tax, legal and other consequences if the contractor classification or employment status of the Pros who use our platform is challenged.” Human Capital Management As of December 31, 2025, we employed approximately 2,300 employees worldwide, the substantial majority of which provided services to our brands and businesses located in the United States.
Professionals In order to become an approved professional in the Angi network, professionals must satisfy certain criteria. Generally, professionals with an average consumer rating below a “3” are not eligible for an approved status.
Pros In order to become an approved professional in the Angi network, Pros must satisfy certain criteria. Generally, Pros with an average consumer rating below a “3.5” are not eligible for an approved status.
These products and services are also marketed together with our Services products and various directories, through paid search engine marketing, digital media advertising and direct relationships with trade associations and manufacturers.
These products, our pre-priced offerings and various directories are also marketed through paid search engine marketing, digital media advertising and direct relationships with trade associations and manufacturers.
In March 2021, we changed our name to Angi Inc. in connection with an update to one of our leading websites and brands (Angie’s List) to Angi and the concentration of our marketing investment in the Angi brand in order to focus marketing, sales, and branding efforts on a single brand.
In March 2021, we changed our name to Angi Inc. in connection with an update to one of our leading websites and brands (Angie’s List) to Angi and in order to focus marketing, sales, and branding efforts on a single brand. DESCRIPTION OF OUR BUSINESSES Our U.S.
In 2018, we acquired Handy Technologies, Inc., a leading platform in the United States for connecting consumers looking for household services with top-quality, pre-screened independent professionals.
(the “Combination”), which was completed in September 2017. In 2018, we acquired Handy Technologies, Inc., a leading platform in the United States for connecting consumers looking for household services with top-quality, pre-screened independent professionals.
We are particularly sensitive to laws and regulations related to the adoption and interpretation of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our professional from independent contractors to employees.
We are particularly sensitive to laws and regulations related to the adoption and interpretation of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our Pros from independent 8 contractors to employees. See “ Item 1A.
Once eligibility criteria are satisfied, professionals are approved and can purchase service and be referred to consumers utilizing our proprietary algorithm. Services professionals pay fees for such referrals, however, there is no charge to enroll and no charge to view and select a requested service once enrolled.
Once eligibility criteria are satisfied, Pros are approved and can purchase service and be referred to consumers utilizing our proprietary algorithm. Pros who participate in pre-priced offerings pay fees for such referrals, however, there is no charge to enroll and no charge to view and select a requested service once enrolled.
Technology We have dedicated engineering teams for our domestic and international businesses responsible for software development and the creation of new features to support our products and services across a full range of existing, new, and emerging devices and platforms.
Technology We have a global engineering team dedicated to software development and the creation of new features to support our products and services across a full range of existing, new, and emerging devices and platforms.
For example, the FTC recently announced a rule making it easier for consumers to end recurring subscriptions and memberships by requiring companies to obtain express informed consent for recurring subscriptions before charging consumers and provide a simple mechanism to cancel subscriptions, including an online mechanism to do so if the consumer subscribed online.
For example, several U.S. states have enacted legislation making it easier for consumers to end recurring subscriptions and memberships by requiring companies to obtain express informed consent for recurring subscriptions before charging consumers and provide a simple mechanism to cancel subscriptions, including an online mechanism to do so if the consumer subscribed online.
Services currently provided to us by IAC pursuant this agreement include: (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations and (ii) accounting, investor relations, and tax compliance services.
Services Agreement Prior to the Distribution, the services agreement governed services that IAC agreed to provide to us, including (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations and (ii) accounting, investor relations, and tax compliance services.
We also market our various products and services to consumers through relationships with select third-party retail partners and, to a lesser extent, through partnerships with other contextually related websites and direct mail.
We also market our various products and services to consumers through relationships with select third-party retail partners and, to a lesser extent, through partnerships with other contextually related websites and direct mail. 6 We market our product offerings featuring membership subscriptions to Pros primarily through our sales force.
International revenue primarily comprises consumer connection revenue for consumer matches and membership subscription revenue from professionals. Marketing We market our various products and services to consumers primarily through digital marketing (primarily paid and free search engine marketing, display advertising and third-party affiliate agreements), as well as through traditional offline marketing (national television, radio and streaming campaigns), and email.
Marketing We market our various products and services to consumers primarily through digital marketing (primarily paid and free search engine marketing, display advertising, social media and third-party affiliate agreements), as well as through traditional offline marketing (national television, radio and streaming campaigns), and email.
IAC intends to effect the spin-off through a dividend to the holders of its common stock and Class B common stock of all of the common stock of the Company owned by IAC (the “Distribution”).
(“IAC”) completed the spin-off of its ownership in the Company through a special dividend of the common stock of the Company owned by IAC to the holders of IAC common stock and IAC Class B common stock (the “Distribution”).
The business models of our international businesses differ in certain respects from the business models of our various domestic businesses.
The business models of our international businesses differ in certain respects from the business model of our U.S. business.
In addition, the tax sharing agreement imposes certain restrictions on us and our subsidiaries during the two (2) year period following any spin-off (including, if completed, the Distribution) that are designed to preserve the tax-free status thereof.
For instance, the tax sharing agreement imposes certain restrictions on us and our subsidiaries during the two year period following the Distribution that are designed to preserve the tax-free status thereof.
The tax sharing agreement also addresses the parties’ respective rights, responsibilities and obligations with respect to transactions like the Distribution, including the Distribution if it is completed.
The tax sharing agreement also addresses the parties’ respective rights, responsibilities and obligations with respect to the Distribution.
The membership package includes membership in our digital marketplace, as well as access to consumer referrals (for which additional fees are generally paid) and a listing in our online directory and certain other affiliated directories.
We also sell membership subscriptions to approved Pros through our salesforce and online, as well as provide them with a variety of services. The membership package includes membership in our digital marketplace as well as access to consumer referrals (for which additional fees are generally paid) and a listing in our online directory and certain other affiliated directories.
In 2025, it is expected that Ads and Leads professionals will only be able to participate in the following three types of offerings: full-priced leads within a monthly budget, access to discounted leads in a subscription package, and/or double opt-in leads on an a-la-carte basis.
In 2025, Pros participated in the following types of offerings: full-priced leads within a monthly budget, access to discounted leads in a subscription package, double opt-in leads on an a-la-carte basis and pre-priced offerings.
Item 1. Business OVERVIEW Who We Are Angi Inc. connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. Approximately 168,000 transacting professionals sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms during the three months ended December 31, 2024.
Item 1. Business OVERVIEW Who We Are Angi Inc. connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. There were approximately 111,000 Average Monthly Active Pros (as defined below) during the three months ended December 31, 2025.
We also enter into confidentiality and proprietary rights agreements with employees, consultants, contractors and business partners, and employees and contractors are also subject to proprietary information and invention assignment provisions. 7 We have several registered trademarks in the United States (the most significant of which relate to our Angi and HomeAdvisor brands), as well as certain other trademarks in Europe and Canada, and several pending trademark applications in the United States and certain other jurisdictions.
We have several registered trademarks in the United States (the most significant of which relate to our Angi, Angie’s List and HomeAdvisor brands), as well as certain other trademarks in Europe and Canada, and several pending trademark applications in the United States and certain other jurisdictions.
In connection with the Distribution, we and IAC anticipate that we will amend update the schedule of services provided under the services agreement to reflect the provision of certain services requested by us (including certain of those currently covered by the employee matters agreement described below) for a to be agreed upon period of time following the Distribution, 10 on terms consistent with the services agreement, including our continued participation in IAC’s U.S. health and welfare, 401(k) and flexible benefits plans until January 1, 2026.
Following the Distribution, Angi and IAC updated the schedule of services to reflect IAC’s provision of certain services requested by us for an agreed period of time on terms consistent with the services agreement. These services included, among others, our continued participation in IAC’s U.S. health and welfare plans and flexible benefits plan until January 1, 2026.
For example, our tuition waiver program reimburses employees for certain tuition costs, including certificate programs to support the pursuit of educational opportunities outside of traditional degree programs. We believe that our culture enables us to create, develop and fully leverage the strengths of our workforce to exceed consumer expectations and meet our growth objectives.
We believe that our culture enables us to create, develop and fully leverage the strengths of our workforce to exceed consumer expectations and meet our growth objectives.
Prior to the effective time of the Distribution, IAC intends to voluntarily convert all of the shares of our Class B common stock that it owns to shares of Class A common stock.
Prior to the effective time of the Distribution, IAC voluntarily converted all of the shares of Class B common stock, par value $0.001 per share, of the Company (“Class B Common Stock”) that it owned to shares of Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”).
Revenue Ads and Leads revenue includes consumer connection revenue, which comprises fees paid by professionals for consumer matches (regardless of whether the professional ultimately provides the requested service), revenue from professionals under contract for advertising, membership subscription revenue from professionals and consumers, and revenue from other services.
Revenue U.S. revenue includes lead revenue for consumer matches, which comprises fees paid by Pros for consumer matches (regardless of whether the Pro ultimately provides the requested service), revenue from Pros under contract for advertising, membership subscription revenue from Pros and consumers, and revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a Pro to perform the service.
These changes could impact our ability to seamlessly deliver the convenience of automatic renewal to professionals and consumers. We are also generally sensitive to the adoption of new tax laws.
These laws and regulations could impact our ability to seamlessly deliver the convenience of automatic renewal to Pros and consumers. The adoption of any law that adversely affects revenue from recurring membership or subscription payments could adversely affect our business, financial condition and results of operations. We are also generally sensitive to the adoption of new tax laws.
History We were incorporated in the State of Delaware as ANGI Homeservices Inc. in 2017 in connection with the combination of IAC’s HomeAdvisor business and Angie’s List, Inc. (the “Combination”), which was completed in September 2017.
For discussion of currently outstanding arrangements with IAC, see “Relationship with IAC after the Distribution.” Following the Distribution, Angi operates as an independent public company. History We were incorporated in the State of Delaware as ANGI Homeservices Inc. in 2017 in connection with the combination of IAC’s HomeAdvisor business and Angie’s List, Inc.
Each such summary is qualified in its entirety by the full text of the applicable agreement, each of which is included as an exhibit to this annual report. Contribution Agreement The contribution agreement provided for a number of the transactions necessary in connection with the Combination and also governs certain aspects of our relationship with IAC.
Certain material terms of the surviving agreements are described below. Each such summary is qualified in its entirety by the full text of the applicable agreement, each of which is included as an exhibit to this annual report.
Angi is a public company controlled by IAC Inc. (“IAC”). As of December 31, 2024, IAC’s economic and voting interest in Angi were 85.3% and 98.3%, respectively. As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise).
As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise). Spin-off from IAC Inc. On March 31, 2025, IAC Inc.
In each of Ads, Leads, and Services, professionals may contact consumers who have selected them, and consumers can generally review profiles, ratings and reviews of presented professionals and select the professional whom they believe best meets their specific needs.
Consumers can generally review profiles, ratings and reviews of presented Pros and select the Pro whom they believe best meets their specific needs, and Pros may contact consumers who have selected them. Consumers are under no obligation to work with any Pros referred by or found through any of our branded or third-party affiliate platforms.
Tax Sharing Agreement The tax sharing agreement governs our and IAC’s rights, responsibilities and obligations with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes.
Tax Sharing Agreement The tax sharing agreement governs our and IAC’s rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to us, entitlements to refunds, allocation of tax attributes and other tax matters, and therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes.
Additionally, consumers turned to at least one of our businesses to find a professional for approximately 17 million projects during the twelve months ended December 31, 2024. The Company has three operating segments: (i) Ads and Leads, (ii) Services and (iii) International (includes Europe and Canada) and operates under multiple brands including Angi, HomeAdvisor, and Handy.
Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended December 31, 2025.
Intercompany Agreements In connection with the Combination in 2017, we and IAC entered into certain agreements that currently govern our relationship (the “Combination Agreements”). Certain material terms of these agreements are described below.
RELATIONSHIP WITH IAC AFTER THE DISTRIBUTION In connection with the Combination in 2017, we and IAC entered into certain agreements that governed our relationship prior to the Distribution. With the exception of the contribution agreement, the services agreement and the tax sharing agreement, these agreements terminated upon the completion of the Distribution.
Consumer connection revenue varies based upon several factors, including the service requested, product experience offered, and geographic location of service. Services revenue primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through the Company’s platform and the Company engages a professional to perform the service.
Lead revenue varies based upon several factors, including the service requested, product experience offered, and geographic location of service. International revenue primarily comprises leads revenue for consumer matches and membership subscription revenue from Pros.
These reports (including related amendments) are also available at the SEC’s website, www.sec.gov .
These reports (including related amendments) are also available at the SEC’s website, www.sec.gov . We announce material financial and other information to our investors using our investor relations website at ir.angi.com . We encourage investors, the media, and others interested in the Company to review the information we post on our investor relations website.
The tax sharing agreement generally requires us to take any action reasonably requested by IAC to consummate a tax-free spin-off of IAC’s interest in us and not to take or fail to take any action that could reasonably be expected to prevent such a spin-off.
Under the tax sharing agreement, we are generally required not to take, or fail to take, any action which action or failure to act could reasonably be expected to cause the Distribution to fail to preserve its tax-free status.
Removed
On January 13, 2025, IAC announced that its board of directors approved a plan to spin off its full stake in the Company to IAC stockholders.
Added
During the first quarter of 2025, the Company updated its segment reporting structure from “Ads and Leads”, “Services”, and “International” to “Domestic” and “International” to better reflect how it manages its business and how management evaluates performance and allocates resources. During the fourth quarter of 2025, the Company changed the name of its “Domestic” segment to “U.S.” segment.
Removed
The completion of the Distribution remains subject to customary conditions and to the final approval of IAC's board of directors and may not be completed, on the anticipated terms or at all. IAC expects to complete the Distribution as soon as March 31, 2025.
Added
The change reflects an updated naming convention and did not result in any change to the composition of the segment or how the Company evaluates its performance in the current year as well as prior periods. The naming convention for prior periods has been conformed to the current period. The change had no impact on the Company’s consolidated financial statements.
Removed
Consumers are generally presented with a combination of Ads, Leads and/or Services professionals depending on the nature of the service request and the path through which it was submitted.
Added
As a result of these updates, the Company now has the following two operating segments: (i) U.S. and (ii) International (consisting of businesses in Europe and Canada). The Company continues to operate under multiple brands including Angi, Angie’s List, HomeAdvisor, and Handy.
Removed
Professionals are presented to consumers by way of our proprietary algorithm, based on several factors (including the type of services desired, location, job date and time, and/or the number of professionals available to fulfill the request).
Added
As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding. After completion of the Distribution, IAC has no ownership in the Company, there are no shares of Class B Common Stock outstanding, and the only class of Angi capital stock with shares outstanding is Class A Common Stock.
Removed
In the case of: • Ads and Leads, professionals pay for connections to consumers; and • Services, consumers make payment through the Angi platform for a specific job and professionals accept and complete the job and receive a portion of the job fee.
Added
Consumers can also request household services directly through the Angi platform, and such requests are fulfilled by independently established Pros engaged in a trade, occupation and/or business that customarily provides such services. Matching service, booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.
Removed
Consumers are under no obligation to work with any professional(s) referred by or found through any of our branded or third-party affiliate platforms.
Added
In the second half of 2025, we launched a new online acquisition funnel for Pros in the U.S, which is still being optimized in expectation of establishing a new channel for Pro capacity growth in 2026.
Removed
Our Ads and Leads business sells memberships, term-based website, mobile, and magazine advertising and, beginning in 2024, subscriptions to approved professionals through our salesforce and online, as well as provides them with a variety of services.
Added
We also enter into confidentiality and proprietary rights agreements with employees, consultants, contractors and business partners, and employees and contractors are also subject to proprietary information and invention assignment provisions.
Removed
We market our term-based advertising and related products offered by our Ads business and the matching services and membership subscriptions offered by our Leads business to professionals primarily through our sales force.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

103 edited+26 added−85 removed105 unchanged
Biggest changeThe Distribution is expected to provide the following benefits to us, among others: • enabling us to allocate our financial resources to meet the unique needs of our businesses and to implement our own optimal capital structure tailored to its strategy and business needs; • greater flexibility to raise equity capital needed to fund growth, including by using our stock as equity currency to make strategic acquisitions and for employee compensation; • a potential increase in our equity value, including through the elimination of IAC, our controlling stockholder; • the potential to attract new investors and expanded coverage by equity research analysts, which increase, if realized, could provide us with a more efficient equity currency for acquisitions and employee compensation; • providing our management team with undiluted focus on our specific operating and strategic priorities and customer requirements and streamlined decision-making; and • an ability to select a board of directors with the right mix of experience, skills and other qualifications to oversee our operations as an independent company.
Biggest changeThe following are certain benefits expected from the Distribution: 19 • enabling us to allocate our financial resources to meet the unique needs of our businesses and to implement our own optimal capital structure tailored to our strategy and business needs; • greater flexibility to raise equity capital needed to fund growth, including by using our stock as equity currency to make strategic acquisitions and for employee compensation; and • the potential to attract new investors and expanded coverage by equity research analysts, which increase, if realized, could provide us with a more efficient equity currency for acquisitions and employee compensation.
Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including: • our historical and projected financial condition, liquidity and results of operations; • our capital levels and needs; • tax considerations; • any acquisitions or potential acquisitions that we may consider; 28 • statutory and regulatory prohibitions and other limitations; • the terms of any credit agreements or other borrowing arrangements that will restrict our ability to pay cash dividends; • general economic conditions; and • other factors deemed relevant by our board of directors.
Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including: • our historical and projected financial condition, liquidity and results of operations; • our capital levels and needs; • tax considerations; • any acquisitions or potential acquisitions that we may consider; • statutory and regulatory prohibitions and other limitations; • the terms of any credit agreements or other borrowing arrangements that will restrict our ability to pay cash dividends; • general economic conditions; and • other factors deemed relevant by our board of directors.
Even if the Distribution were otherwise to qualify as a tax-free transaction under Section 355(a) of the Code, the Distribution may result in taxable gain to IAC, but not its stockholders, under 25 Section 355(e) of the Code if the Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in IAC or the Company.
Even if the Distribution were otherwise to qualify as a tax-free transaction under Section 355(a) of the Code, the Distribution may result in taxable gain to IAC, but not its stockholders, under Section 355(e) of the Code if the Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in IAC or the Company.
To the extent that any regulatory restrictions are implemented, such restrictions could adversely impact consumer engagement levels and consumer conversion in the case of our products and services, which would decrease leads generated on our platforms, as well as our ability to obtain leads through our third party affiliate relationships, which, in turn, could adversely 16 affect our business, financial condition and results of operations.
To the extent that any regulatory restrictions are implemented, such restrictions could adversely impact consumer engagement levels and consumer conversion in the case of our products and services, which would decrease leads generated on our platforms, as well as our ability to obtain leads through our third party affiliate relationships, which, in turn, could adversely affect our business, financial condition and results of operations.
Any litigation or investigation relating to the Distribution against us or IAC, whether or not resolved in either party’s favor, could result in substantial costs and divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations and the ultimate value of our Class A common stock.
Any litigation or investigation relating to the 21 Distribution against us or IAC, whether or not resolved in either party’s favor, could result in substantial costs and divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations and the ultimate value of our Class A common stock.
Our ability to satisfy our debt obligations will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control. 23 We may not be able to generate sufficient cash flow from our operations to meet our scheduled debt obligations.
Our ability to satisfy our debt obligations will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control. We may not be able to generate sufficient cash flow from our operations to meet our scheduled debt obligations.
We are regularly under attack by threat actors through the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and account login credentials, and intercept payments intended for legitimate third parties, and other similar malicious activities.
We are regularly under attack by threat actors through the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and account login 15 credentials, and intercept payments intended for legitimate third parties, and other similar malicious activities.
We cannot assure you that search engines, digital app stores, and social media platforms upon which we rely will not continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services.
We cannot 13 assure you that search engines, digital app stores, and social media platforms upon which we rely will not continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services.
Additionally, if our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their data privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.
Additionally, if our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their data privacy or security-related obligations to us, any award may be insufficient to cover our 17 damages, or we may be unable to recover such award.
As consumers increasingly access our products and services through mobile and other digital devices (including through digital voice assistants), we will need to continue to devote significant time and resources to ensure that our products and 15 services are accessible across these platforms (and multiple platforms generally).
As consumers increasingly access our products and services through mobile and other digital devices (including through digital voice assistants), we will need to continue to devote significant time and resources to ensure that our products and services are accessible across these platforms (and multiple platforms generally).
If we do not keep pace with evolving online, market and industry trends including the continuing evolution of AI, the introduction of new and enhanced digital devices and changes in the preferences and needs of consumers and professionals generally, offer new and/or enhanced products and services in response to such trends that resonate with consumers and professionals, monetize products and services for mobile and other digital devices as effectively as our traditional products and services and/or maintain related systems, technology and infrastructure in an efficient and cost-effective manner, our business, financial condition and results of operations could be adversely affected.
If we do not keep pace with evolving online, market and industry trends, including the continuing evolution of AI, the introduction of new and enhanced digital devices and changes in the preferences and needs of consumers and Pros generally, offer new and/or enhanced products and services in response to such trends that resonate with consumers and Pros, monetize products and services for mobile and other digital devices as effectively as our traditional products and services and/or maintain related systems, technology and infrastructure in an efficient and cost-effective manner, our business, financial condition and results of operations could be adversely affected.
In such circumstance, holders of IAC common stock who receive Angi Class A common stock in the Distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.
In such circumstance, holders of IAC common stock who received Angi Class A common stock in the Distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.
If we are required to reclassify professionals from independent contractors to employees and/or their classification is challenged for any reason, we could be exposed to various liabilities and additional costs for prior and future periods, including under federal, state and local tax laws, workers’ compensation and unemployment benefits, minimum and overtime wage laws, and other labor and employment laws, as well as potential liability for penalties and interest.
If we are required to reclassify Pros from independent contractors to employees and/or their classification is challenged for any reason, we could be exposed to various liabilities and additional costs for prior and future periods, including under federal, state and local tax laws, workers’ compensation and unemployment benefits, minimum and overtime wage laws, and other labor and employment laws, as well as potential liability for penalties and interest.
Our future success depends upon our continued ability to identify, hire, develop, motivate and retain highly skilled, diverse and talented individuals, particularly in the case of senior leadership.
Our future success depends upon our continued ability to identify, hire, develop, motivate and retain highly skilled and talented individuals, particularly in the case of senior leadership.
We cannot assure you that any alternative means of communication (for example, push notifications and text messaging) will be as effective as email has been historically. Further, consumers also increasingly screen their incoming emails, telephone calls and text messages, including via screening tools and warnings, and, therefore, our professionals and consumers may not reliably receive our communications.
We cannot assure you that any alternative means of communication (for example, push notifications and text messaging) will be as effective as email has been historically. Further, consumers also increasingly screen their incoming emails, telephone calls and text messages, including via screening tools and warnings, and, therefore, our Pros and consumers may not reliably receive our communications.
Our insurance coverage for these matters may be insufficient to cover our losses, and in the future, we may be unable to obtain cybersecurity insurance on commercially 18 reasonable terms.
Our insurance coverage for these matters may be insufficient to cover our losses, and in the future, we may be unable to obtain cybersecurity insurance on commercially reasonable terms.
Additionally, phone carriers increasingly dictate rules for obtaining consumers’ consent to receive text messages. This may reduce the number of consumers who opt-in to receiving both marketing and transactional texts from us and our professionals, which could further adversely impact our ability to generate leads for our professionals and, in turn, our business, financial condition and results of operations.
Additionally, phone carriers increasingly dictate rules for obtaining consumers’ consent to receive text messages. This may reduce the number of consumers who opt-in to receiving both marketing and transactional texts from us and our Pros, which could further adversely impact our ability to generate leads for our Pros and, in turn, our business, financial condition and results of operations.
Similarly, inappropriate and/or unlawful behavior towards professionals by consumers or subscribers (particularly behavior that compromises their safety) could result in a reduction in the number of professionals willing to provide services through our platforms, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation.
Similarly, inappropriate and/or unlawful behavior towards Pros by consumers or subscribers (particularly behavior that compromises their safety) could result in a reduction in the number of Pros willing to provide services through our platforms, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation.
Any factors that negatively impact the Angi and/or HomeAdvisor brand(s) could materially and adversely affect our business, financial condition and results of operations. In addition, trust in the integrity and objective, unbiased nature of the ratings and reviews found across our various brands contributes significantly to public perception of these brands and their ability to attract consumers and professionals.
Any factors that negatively impact the Angi and/or HomeAdvisor brand(s) could materially and adversely affect our business, financial condition and results of operations. In addition, trust in the integrity and objective, unbiased nature of the ratings and reviews found across our various brands contributes significantly to public perception of these brands and their ability to attract consumers and Pros.
While many consumers have historically been (and remain) averse to finding professionals online, others have demonstrated a greater willingness to embrace the online shift. Professionals must also continue to embrace the online shift, which will depend, in substantial part, on whether online products and services help them to better connect and engage with consumers relative to traditional offline efforts.
While many consumers have historically been (and remain) averse to finding Pros online, others have demonstrated a greater willingness to embrace the online shift. Pros must also continue to embrace the online shift, which will depend, in substantial part, on whether online products and services help them to better connect and engage with consumers relative to traditional offline efforts.
To continue to reach and engage consumers and professionals and grow in this environment, we will need to continue to identify and devote more of our overall marketing expenditures to newer digital advertising channels (such as online video, social media, streaming, OTT and other digital platforms), as well as target consumers and professionals via these channels in a cost-effective manner.
To continue to reach and engage consumers and Pros and grow in this environment, we will need to continue to identify and devote more of our overall marketing expenditures to newer digital advertising channels (such as online video, social media, streaming, OTT and other digital platforms), as well as target consumers and Pros via these channels in a cost-effective manner.
While we maintain screening processes (which generally include certain, limited background checks) to try and prevent unsuitable professionals from joining our platforms, these processes have limitations and, even with these safety measures, no assurances can be provided regarding the future behavior of any provider on our platforms.
While we maintain screening processes (which generally include certain, limited background checks) to try and prevent unsuitable Pros from joining our platforms, these processes have limitations and, even with these safety measures, no assurances can be provided regarding the future behavior of any provider on our platforms.
As consumers increasingly communicate via mobile and other digital devices and messaging and social media apps, usage of email (particularly among younger consumers) has declined and we expect this trend to continue. In addition, deliverability and other restrictions could limit or prevent our ability to send emails to consumers and professionals.
As consumers increasingly communicate via mobile and other digital devices and messaging and social media apps, usage of email (particularly among younger consumers) has declined and we expect this trend to continue. In addition, deliverability and other restrictions could limit or prevent our ability to send emails to consumers and Pros.
We also continually work to expand and enhance the efficiency and scalability of our framework to improve the consumer and professional experience, accommodate substantial increases in the number of visitors to our various platforms, ensure acceptable load times for our various products and services, and keep up with changes in technology and user preferences.
We also continually work to expand and enhance the efficiency and scalability of our framework to improve the consumer and Pro experience, accommodate substantial increases in the number of visitors to our various platforms, ensure acceptable load times for our various products and services, and keep up with changes in technology and user preferences.
In connection with the marketing of our products and services and efforts to generate leads for our professionals, we have historically relied on our ability (and the ability of our professionals) to communicate with consumers via phone and text, in some cases using automated technology, as have third party affiliates through which we market our products and services.
In connection with the marketing of our products and services and efforts to generate leads for our Pros, we have historically relied on our ability (and the ability of our Pros) to communicate with consumers via phone and text, in some cases using automated technology, as have third party affiliates through which we market our products and services.
This could deter consumers and professionals from using our products and services, which in turn could adversely affect our business, financial condition and results of operations. We may not be able to protect our systems, technology and infrastructure from cyberattacks or cyberattacks experienced by third parties may adversely affect us.
This could deter consumers and Pros from using our products and services, which in turn could adversely affect our business, financial condition and results of operations. We may not be able to protect our systems, technology and infrastructure from cyberattacks or cyberattacks experienced by third parties may adversely affect us.
The more sizable a given affected third-party’s customer base, the greater the number of accounts impacted and the more likely it will be that our professionals and consumers would be impacted by such a breach. If such a breach were to impact our professionals and consumers, we would need to contact affected professionals and consumers to obtain new payment information.
The more sizable a given affected third-party’s customer base, the greater the number of accounts impacted and the more likely it will be that our Pros and consumers would be impacted by such a breach. If such a breach were to impact our Pros and consumers, we would need to contact affected Pros and consumers to obtain new payment information.
There can be no assurance that the systems we have designed to prevent or limit the effects of cyberattacks or attacks will be sufficient to prevent or detect material consequences arising from such incidents or attacks, or to avoid a material adverse impact on our systems after such incidents or attacks do occur.
There can be no assurance that the systems we have designed to prevent or limit the effects of cyberattacks or other types of attacks will be sufficient to prevent or detect material consequences arising from such incidents or attacks, or to avoid a material adverse impact on our systems after such incidents or attacks do occur.
We are particularly sensitive to the adoption of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our professionals from independent contractors to employees, as well as changes to state and local laws or judicial decisions related to the definition and/or classification of independent contractors.
We are particularly sensitive to the adoption of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our Pros from independent contractors to employees, as well as changes to state and local laws or judicial decisions related to the definition and/or classification of independent contractors.
Any changes to any of these things that compromise the quality or functionality of our mobile and other digital products and services could adversely affect their usage levels and/or our ability to attract consumers and professionals, which could adversely affect our business, financial condition and results of operations.
Any changes to any of these things that compromise the quality or functionality of our mobile and other digital products and services could adversely affect their usage levels and/or our ability to attract consumers and Pros, which could adversely affect our business, financial condition and results of operations.
To the extent that any or all of them do so, our business, financial condition and results of operations could be adversely affected. Our ability to communicate with consumers and professionals via email (or other sufficient means) is critical to our success.
To the extent that any or all of them do so, our business, financial condition and results of operations could be adversely affected. Our ability to communicate with consumers and Pros via email (or other sufficient means) is critical to our success.
Any of these advantages could enable these competitors to offer products and services that are more appealing to consumers and professionals than our products and services, respond more quickly and/or cost effectively than we do to evolving market opportunities and trends, and/or display their own integrated or related home services products and services in search results and elsewhere in a more prominent manner than our products and services, which could adversely affect our business, financial condition and results of operations.
Any of these 14 advantages could enable these competitors to offer products and services that are more appealing to consumers and Pros than our products and services, respond more quickly and/or cost effectively than we do to evolving market opportunities and trends, and/or display their own integrated or related home services products and services in search results and elsewhere in a more prominent manner than our products and services, which could adversely affect our business, financial condition and results of operations.
Among the factors that could affect the stock price of our Class A common stock are: • actual or anticipated fluctuations in operating results; • changes in earnings estimated by securities analysts or in our ability to meet those estimates; • the operating and stock price performance of comparable companies; • changes to the regulatory and legal environment under which we operate; • changes in relationships with significant customers; and • domestic and worldwide economic conditions.
Among the factors that could affect the stock price of our Class A Common Stock are: • actual or anticipated fluctuations in operating results; • changes in earnings estimated by securities analysts or in our ability to meet those estimates; • the operating and stock price performance of comparable companies; • changes to the regulatory and legal environment under which we operate; • changes in relationships with significant customers; and • U.S. and worldwide economic conditions.
Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy professionals. We must continue to attract, retain and grow the number of skilled and reliable professionals who can provide services across our platforms.
Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy Pros. We must continue to attract, retain and grow the number of skilled and reliable Pros who can provide services across our platforms.
If we do not offer innovative products and services that resonate with consumers and professionals generally, as well as provide professionals with an attractive return on their marketing and advertising investments, the number of professionals affiliated with our platforms would decrease.
If we do not offer innovative products and services that resonate with consumers and Pros generally, as well as provide Pros with an attractive return on their marketing and advertising investments, the number of Pros affiliated with our platforms would decrease.
Our inability to continue to innovate and compete effectively against new products, services and competitors could result in decreases in the size and level of engagement of our consumer and professional bases, any of which could adversely affect our business, financial condition and results of operations.
Our inability to continue to innovate and compete effectively against new products, services and competitors could result in decreases in the size and level of engagement of our consumer and Pro bases, any of which could adversely affect our business, financial condition and results of operations.
Even if our professionals and consumers are not directly impacted by a given data security breach, they may lose confidence in the ability of providers of online products and services to protect their personal information generally.
Even if our Pros and consumers are not directly impacted by a given data security breach, they may lose confidence in the ability of providers of online products and services to protect their personal information generally.
Any or all of these events could adversely affect our business, financial condition and results of operations.
Any or all of 11 these events could adversely affect our business, financial condition and results of operations.
Any such decrease would result in smaller and less diverse networks and directories of professionals, and in turn, decreases in service requests, pre-priced offerings and directory searches, which could adversely impact our business, financial condition and results of operations.
Any such decrease would result in smaller and less diverse networks and directories of Pros, and in turn, decreases in service requests, pre-priced offerings and directory searches, which could adversely impact our business, financial condition and results of operations.
Events that could negatively impact our brands and brand-building efforts include (among others): product and service quality concerns; professional quality concerns; consumer and professional complaints and lawsuits; lack of awareness of our policies or confusion about how the policies are applied; a failure to respond to feedback from our professionals and consumers; ineffective advertising; inappropriate and/or unlawful acts perpetrated by professionals and consumers; actions or proceedings commenced by governmental or regulatory authorities; and inadequate data protection and security breaches including related bad publicity.
Events that could negatively impact our brands and brand-building efforts include (among others): product and service quality concerns; Pro quality concerns; consumer and Pro complaints and lawsuits; lack of awareness of our policies or confusion about how the policies are applied; a failure to respond to feedback from our Pros and consumers; ineffective advertising; inappropriate and/or unlawful acts perpetrated by Pros and consumers; actions or proceedings commenced by governmental or regulatory authorities; and inadequate data protection and security breaches including related bad publicity.
Through email, we provide consumers and professionals with service request and offering updates, as well as present or suggest new products and services (among other things) and market our products and services in a cost-effective manner.
Through email, we provide consumers and Pros with service request and offering updates, as well as present or suggest new products and services (among other things) and market our products and services in a cost-effective manner.
Credit card data security breaches or fraud could adversely affect our business, financial condition and results of operations. We accept payments (including recurring payments) from professionals and consumers, primarily through credit and debit card transactions.
Credit card data security breaches or fraud could adversely affect our business, financial condition and results of operations. We accept payments (including recurring payments) from Pros and consumers, primarily through credit and debit card transactions.
If the quality or convertibility of traffic and leads do not meet the expectations of our users or Angi Leads professionals, they could leave our network or decrease their budgets for consumer matches or participation in pre-priced booking services, any or all of which could adversely affect our business, financial condition and results of operations.
If the quality or convertibility of traffic and leads do not meet the expectations of our users or Pros, they could leave our network or decrease their budgets for consumer matches or participation in pre-priced booking services, any or all of which could adversely affect our business, financial condition and results of operations.
The DGCL and our certificate of incorporation and bylaws currently contain provisions, and will be amended in connection with the Distribution to include provisions, that could discourage, delay or prevent a change in control, or changes in management that stockholders may deem advantageous, and provisions which: • provide that, from and after the completion of the Distribution until our 2032 meeting of stockholders, our board of directors will be divided into classes, which could have the effect of making the replacement of incumbent directors more time-consuming and difficult; • provide that, as long as our board of directors is classified, members of our board of directors can be removed by stockholders only for cause; • provide that holders of our Class A common stock will not have the right to act by written consent following the Distribution; • provide that vacancies on our board of directors may be filled only by the remaining directors following the Distribution; • provide that, after the Distribution, we will be subject to the Delaware statute governing business combinations with interested stockholders; • authorize the issuance of “blank check” preferred stock or authorized but unissued shares of Class B common stock and/or Class C common stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt; • provide that our board of directors is expressly authorized to make, alter or repeal the bylaws; • provide that there will not be cumulative voting on the election of directors; and • establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors.
The DGCL and our certificate of incorporation and bylaws currently contain provisions, that could discourage, delay or prevent a change in control, or changes in management that stockholders may deem advantageous, and provisions which: • provide that, until our 2032 meeting of stockholders, our board of directors will be divided into classes, which could have the effect of making the replacement of incumbent directors more time-consuming and difficult; • provide that, as long as our board of directors is classified, members of our board of directors can be removed by stockholders only for cause; • provide that holders of our Class A Common Stock will not have the right to act by written consent; • provide that vacancies on our board of directors may be filled only by the remaining directors; • provide that we will be subject to the Delaware statute governing business combinations with interested stockholders; • authorize the issuance of “blank check” preferred stock or authorized but unissued shares of Class B Common Stock and/or Class C Common Stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt; • provide that our board of directors is expressly authorized to make, alter or repeal the bylaws; 22 • provide that there will not be cumulative voting on the election of directors; and • establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors.
It is likely that we would not be able to reach all affected professionals and consumers, and even if we 19 could, new payment information for some may not be obtained and pending payments may not be processed, which could adversely affect our business, financial condition and results of operations.
It is likely that we would not be able to reach all affected Pros and consumers, and even if we could, new payment information for some may not be obtained and pending payments may not be processed, which could adversely affect our business, financial condition and results of operations.
The speed and ultimate outcome of the shift of the home services market online for consumers and professionals is uncertain and may not occur as quickly as we expect, or at all.
The speed and ultimate outcome of the shift of the home services market online for consumers and Pros is uncertain and may not occur as quickly as we expect, or at all.
Any such decreases could adversely impact the number and quality of professionals and/or adversely impact the reach of, and breadth of, our services offerings, any or all of which could adversely affect our business, financial condition and results of operations.
Any such decreases could adversely impact the number and quality of Pros and/or adversely impact the reach of, and breadth of, our services offerings, any or all of which could adversely affect our business, financial condition and results of operations.
Our success depends, in part, on our ability to access, collect and use personal data about consumers. We depend on search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple and Facebook, to market, distribute and monetize our products and services.
Our success depends, in part, on our ability to access, collect and use personal data about consumers. We depend on search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple, Meta and TikTok, to market, distribute and monetize our products and services.
The ability to access payment information on a real-time basis without having to proactively reach out to professionals and consumers to process payments is critical to our success.
The ability to access payment information on a real-time basis without having to proactively reach out to Pros and consumers to process payments is critical to our success.
There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionals who use our platform is challenged.
There may be adverse tax, legal and other consequences if the contractor classification or employment status of the Pros who use our platform is challenged.
And while professionals may incur additional or duplicative near-term costs, the costs for switching to a competing platform over the long term are generally not prohibitive.
And while Pros may incur additional or duplicative near-term costs, the costs for switching to a competing platform over the long term are generally not prohibitive.
Similarly, in order to continue to attract, retain and grow the number of professionals who can provide services, professionals need to feel safe in their work environment.
Similarly, in order to continue to attract, retain and grow the number of Pros who can provide services, Pros need to feel safe in their work environment.
In addition, changes in the usage and functioning of search engines and/or decreases in consumer use of search engines, for example, as a result of the continued development of artificial intelligence technology, could negatively impact our ability to drive traffic to our properties.
In addition, changes in the usage and functioning of search engines and/or decreases in consumer use of search engines, for example, as a result of the continued development of AI technology, could negatively impact our ability to drive traffic to our properties.
Historically, one of our primary means of communicating with consumers and professionals and keeping them engaged with our products and services has been via email communication.
Historically, one of our primary means of communicating with consumers and Pros and keeping them engaged with our products and services has been via email communication.
Risks Related to Our Business and Industry Our success will depend, in substantial part, on the continued migration of the home services market online. We believe that the digital penetration of the home services market remains low, with the vast majority of consumers continuing to search for, select and hire professionals offline.
Risk Factors Risks Related to Our Business and Industry Our success will depend, in substantial part, on the continued migration of the home services market online. We believe that the digital penetration of the home services market remains low, with the vast majority of consumers continuing to search for, select and hire Pros offline.
General economic conditions and other factors, such as consumer confidence in future economic conditions, recessionary concerns, rising interest rates, increased inflation, the availability and cost of consumer credit, levels of unemployment and tax rates could result in consumers delaying or foregoing home services projects and/or professionals being less likely to pay for consumer matches and subscriptions or spending on marketing and advertising.
General economic conditions and other factors, such as consumer confidence in future economic conditions, recessionary concerns, rising interest rates, increased inflation, the availability and cost of consumer credit, levels of unemployment, tax rates and actual or potential tariffs, could result in consumers delaying or foregoing home services projects and/or Pros being less likely to pay for consumer matches and subscriptions or spending on marketing and advertising.
This overlap could create (or appear to create) potential conflicts of interest when directors and executive officers affiliated with both companies face decisions that could have different implications for IAC and the Company.
This overlap could create (or appear to create) potential conflicts of interest when directors and executive officers affiliated with both companies face decisions that could have different implications for IAC and us.
In addition to skill and reliability, consumers want to work with professionals whom they can trust to work in their homes and with whom they can feel safe.
In addition to skill and reliability, consumers want to work with Pros whom they can trust to work in their homes and with whom they can feel safe.
Historically, we have had to increase marketing expenditures over time to attract and retain consumers and professionals and sustain our growth.
Historically, we have had to increase marketing expenditures over time to attract and retain consumers and Pros and sustain our growth.
A continued and significant erosion in our ability to communicate with consumers and professionals via email could adversely impact the overall user experience, consumer and professional engagement levels and conversion rates, which could adversely affect our business, financial condition and results of operations.
A continued and significant erosion in our ability to communicate with consumers and Pros via email could adversely impact the overall user experience, consumer and Pro engagement levels and conversion rates, which could adversely affect our business, financial condition and results of operations.
Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for our professionals.
Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for our Pros.
If we do not do so in a timely and cost-effective manner, the user experience and demand across our brands and businesses could be adversely affected, which could adversely affect our business, financial condition and results of operations. We depend on our key personnel.
If we do not do so in a timely and cost-effective manner, the user experience and demand across our brands and businesses could be adversely affected, which could adversely affect our business, financial condition and results of operations.
The opinion of counsel will be based and rely upon, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of IAC and the Company, including those relating to the past and future conduct of their businesses.
The opinion of counsel was based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of IAC and the Company, including those relating to the past and future conduct of their businesses.
If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, IAC, Angi and their respective stockholders could suffer material adverse consequences.
If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Angi and our stockholders could suffer material adverse consequences.
It is a condition to the completion of the Distribution that IAC receive an opinion of its outside counsel satisfactory to the IAC board of directors, among other things, regarding the qualification of the Distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) of the Code.
IAC received an opinion of its outside counsel satisfactory to the IAC board of directors, among other things, regarding the qualification of the Distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) of the Code.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state court located in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of the Company; • any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company or its stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; • any action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws; • any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; and • any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL. 29 The exclusive forum provisions do not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state court located in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: • any derivative action or proceeding brought on behalf of the Company; • any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company or its stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; • any action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws; • any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; and • any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL.
Risks Relating to the Distribution Some or all of the expected benefits of the Distribution may not be achieved. 24 The full strategic and financial benefits expected to result from the Distribution may not be achieved, or such benefits may be delayed or may never occur at all.
Risks Relating to the Distribution Some or all of the expected benefits of the Distribution may not be achieved. The full strategic and financial benefits expected related to the Distribution may not be achieved, or such benefits may be delayed or may never occur at all.
To preserve the tax-free treatment of any potential future spin-off by IAC of its interest in us, the tax sharing agreement restricts us and our subsidiaries, for the two-year period following any such spin-off (except in specific circumstances), from: (i) entering into any transaction pursuant to which shares of our capital stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of our capital stock, (vi) actions and inactions that are inconsistent with representations or covenants in any tax opinion or private letter ruling document or (vii) ceasing to engage in any active trade or business as defined in the Code.
To preserve the tax-free treatment of the Distribution, the tax sharing agreement restricts us and our subsidiaries, for the two-year period following the Distribution (except in specific circumstances), from: (i) entering into any transaction pursuant to which shares of our capital stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions, including repurchase of certain limited amount of our capital stock), (v) altering the voting rights of our capital stock, (vi) actions and inactions that are inconsistent with representations or covenants in any tax opinion or private letter ruling document or (vii) ceasing to engage in any active trade or business as defined in the Code.
These restrictions may limit the ability of the Company to pursue certain equity issuances, strategic transactions, repurchases or other transactions that it may otherwise believe to be in the best interests of its stockholders or that might increase the value of its business.
These restrictions may limit our ability to pursue certain equity issuances, strategic transactions, share repurchases or other transactions that we may otherwise believe to be in the best interests of our stockholders or that might increase the value of our business.
In the event the IRS were to prevail with such a challenge, IAC and the Company and their respective stockholders could suffer material adverse consequences.
In the event the IRS were to prevail with such a challenge, the Company and our stockholders could suffer material adverse consequences.
Our success depends on our ability to continue to balance our various offerings to service professionals across the Angi platforms. Our Services business provides a pre-priced offering, pursuant to which consumers can request services through Services platforms and pay for such services on the applicable platform directly.
Our success depends on our ability to continue to balance our various offerings to Pros across the Angi platforms. We provide a pre-priced offering, pursuant to which consumers can request services through our platforms and pay for such services on the applicable platform directly.
After the Distribution, actual or potential conflicts of interest may develop between the management and directors of IAC, on the one hand, and Company management and directors, on the other hand.
Actual or potential conflicts of interest may develop between our management and directors, on the one hand, and the management and directors of IAC, on the other hand.
These service requests are then fulfilled by independently established home services providers engaged in a trade, occupation and/or business that customarily provide such services. Increased participation in pre-priced offerings could reduce the levels of professional participation in our Ads and Leads or other leads-based offerings, which could adversely affect our business, financial condition and results of operations.
These service requests are then fulfilled by independently established home 12 services providers engaged in a trade, occupation and/or business that customarily provide such services. Increased participation in pre-priced offerings could reduce the levels of Pros’ participation in other offerings, including those based on membership subscriptions, which could adversely affect our business, financial condition and results of operations.
For example, the General Data Protection Regulation (the “GDPR”) in the United Kingdom and the European Union imposes, among other things, strict obligations and restrictions on the collection and use of U.K. and European Union personal data, a requirement for prompt notice of data breaches in certain circumstances, a requirement for implementation of certain approved safeguards for transfers of personal data to third countries, and possible substantial fines for any violations.
For example, the General Data Protection Regulation (the “GDPR”) in the United Kingdom and the European Union imposes, among other things, strict obligations and restrictions on the collection, processing, storage and use of U.K. and European Union personal data, including where such data is processed outside those jurisdictions, a requirement for prompt notice of data breaches in certain circumstances, a requirement for implementation of certain approved safeguards for transfers of personal data to third countries, 16 and possible substantial fines for any violations.
Attracting consumers and professionals to our brands and businesses involves considerable expenditures for online and offline marketing. We have made, and expect to continue to make, significant marketing expenditures for digital marketing (primarily paid search engine marketing, display advertising and third-party affiliate agreements) and traditional offline marketing (national television and radio campaigns). These efforts may not be successful or cost-effective.
We have made, and expect to continue to make, significant marketing expenditures for digital marketing (primarily paid search engine marketing, display advertising and third-party affiliate agreements) and traditional offline marketing (national television and radio campaigns). These efforts may not be successful or cost-effective.
Certain states, including but not limited to California, Virginia, Utah, Connecticut, and Colorado, have enacted consumer privacy laws that impose disclosure obligations for businesses that collect personal information about residents and afford those individuals additional rights relating to their personal information that may affect our ability to use personal information or share it with our business partners.
Certain states have enacted consumer privacy laws that impose disclosure obligations for businesses that collect personal information about residents and afford those individuals additional rights relating to their personal information that may affect our ability to use personal information or share it with our business partners.
Inappropriate and/or unlawful behavior of professionals generally (particularly any such behavior that compromises the trustworthiness of providers and/or of the safety of consumers), could result in decreases in service requests, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation.
Inappropriate and/or unlawful behavior of Pros generally (particularly any such behavior that compromises the trustworthiness of providers and/or of the safety of consumers), or claims alleging that we are responsible for Pro’s acts or service quality, could result in decreases in service requests, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation.
For example, potential conflicts of interest could arise in connection with the resolution of any dispute between IAC and the Company regarding the relationship between IAC and the Company following the Distribution, including any commercial agreements between the parties or their affiliates.
For example, potential conflicts of interest could arise in connection with the resolution of any dispute between IAC and us regarding the terms of the agreements governing the Distribution and our relationship with IAC thereafter, including any commercial agreements between the parties or their respective affiliates.
If these platforms continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services, our ability to identify, communicate with, and market to a meaningful portion of our user base may be adversely impacted.
If these platforms continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services, and/or if a number of users decide not to opt-in to sharing their devices’ unique identifiers with our businesses, our ability to identify, communicate with, and market to a meaningful portion of our user base may be adversely impacted.
We will continue to monitor and assess the impact of these state laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business. Outside of the U.S., data protection laws also apply to some of our operations.
These states may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business. Outside of the U.S., data protection laws also apply to our International operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief Technology Officer (“CTO”) is responsible for the development and implementation of our information security program on a Company-wide basis, together with a dedicated team of experienced, Company-wide information security analysts. Our CTO has over twenty years of experience leading the development, implementation, and oversight of information security programs.
Biggest changeOur Chief Technology Officer (“CTO”) is responsible for the development and implementation of our information security program on a Company-wide basis, together with a dedicated team of experienced, Company-wide information security analysts. Our CTO has more than fifteen years of relevant experience contributing to the development, implementation, and oversight of information security programs.
Cybersecurity Overview We recognize that the safety and security of our systems, technology and infrastructure (and those of key third-party service providers upon which we rely), as well as our content and confidential or sensitive user and employee information, is critical to maintaining the trust and confidence of our users and subscribers, consumers, advertisers and investors (among other stakeholders).
Cybersecurity Overview We recognize that the safety and security of our systems, technology and infrastructure (and those of key third-party service providers upon which we rely), as well as our content and confidential or sensitive user and employee information, is critical to maintaining the trust and confidence of our users and subscribers, consumers, advertisers and investors (among other 23 stakeholders).
Our board of directors executes this oversight in coordination with our Audit Committee, which pursuant to its charter, assists the Board with risk assessment and risk management policies as they relate to cybersecurity risk exposure (among other risk exposures), as well as part of its regularly scheduled meetings and through discussions with Company management on an as needed basis.
Our board of directors executes this oversight in coordination with our Audit Committee, which pursuant to its charter, assists the Board with risk assessment and risk management policies as 24 they relate to cybersecurity risk exposure (among other risk exposures), as well as part of its regularly scheduled meetings and through discussions with Company management on an as needed basis.
Our CTO promptly informs Company management and our Audit Committee (and IAC management) of cybersecurity incidents that meet established reporting thresholds or when otherwise determined appropriate, as well as provides ongoing updates regarding any such incidents until they have been resolved. Cybersecurity Risks As discussed above and under Item 1A.
Our CTO promptly informs Company management and our Audit Committee of cybersecurity incidents that meet established reporting thresholds or when otherwise determined appropriate, as well as provides ongoing updates regarding any such incidents until they have been resolved. Cybersecurity Risks As discussed above and under “ Item 1A.
Risk Factors—General Risk Factors, we face a number of cybersecurity risks across our various businesses, and from time to time we have experienced threats to and unauthorized intrusions of our systems, 31 technology and infrastructure. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity incident.
Risk Factors—General Risk Factors ”, we face a number of cybersecurity risks across our various businesses, and from time to time we have experienced threats to and unauthorized intrusions of our systems, technology and infrastructure. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity incident.
These tools and procedures 30 are intended to be consistent with ISO and NIST frameworks.
These tools and procedures are intended to be consistent with ISO and NIST frameworks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe currently lease approximately 101,000 square feet of office for our corporate headquarters, Angi business and administrative and sales force personnel in Denver, Colorado.
Biggest changeWe currently lease approximately 112,000 square feet of office for our corporate headquarters, Angi business and administrative and sales force personnel in Denver, Colorado.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRules of the Securities and Exchange Commission require the description of material pending legal proceedings (other than ordinary, routine litigation incident to the registrant’s business) and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis.
Biggest changeHowever, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. 25 Rules of the SEC require the description of material pending legal proceedings (other than ordinary, routine litigation incident to the registrant’s business) and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis.
In the judgment of Company management, none of the pending litigation matters which we are defending, including those described below, involves or is likely to involve amounts of that magnitude.
In the judgment of Company management, none of the pending litigation matters which we are defending involves or is likely to involve amounts of that magnitude. Item 4. Mine Safety Disclosures Not applicable. PART II
Removed
However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
Removed
The matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether they may be material to our financial position or operations based upon the standard set forth in the rules of the Securities and Exchange Commission.
Removed
Professional Class Action Litigation against HomeAdvisor In July 2016, a putative class action, Airquip, Inc. et al. v. HomeAdvisor, Inc. et al., No. 1:16-cv-1849, was filed in the U.S. District Court for the District of Colorado.
Removed
The complaint, as amended in November 2016, alleged that HomeAdvisor engages in certain deceptive practices affecting the professionals who join its network, including charging them for substandard customer leads and failing to disclose certain charges.
Removed
The complaint sought certification of a nationwide class consisting of all HomeAdvisor professionals since October 2012, asserted claims for fraud, breach of implied contract, unjust enrichment and violation of the federal RICO statute and the Colorado Consumer Protection Act, and sought injunctive relief and damages in an unspecified amount.
Removed
In July 2018, plaintiffs’ counsel filed a separate putative class action in the U.S. District Court for the District of Colorado, Costello et al. v.
Removed
HomeAdvisor, Inc. et al., No. 1:18-cv-1802, on behalf of the nine professionals also proposed as new plaintiffs in the Airquip case, naming as defendants HomeAdvisor, the Company and IAC (as well as an unrelated company), and asserting 45 claims largely duplicative of those asserted in a proposed second amended complaint in the Airquip case.
Removed
In November 2018, the judge presiding over the Airquip case issued an order consolidating the two cases to proceed before him under the caption In re HomeAdvisor, Inc. Litigation.
Removed
In September 2019, the court issued an order granting the plaintiffs’ renewed motion for leave to file a consolidated second amended complaint, naming as defendants, in addition to HomeAdvisor, the Company and IAC, CraftJack, Inc. (a wholly-owned subsidiary of the Company) and two unrelated entities.
Removed
In October and December 2019, the four defendants 32 affiliated with HomeAdvisor filed motions to dismiss certain claims in the amended complaint. In September 2020, the court issued an order granting in part and denying in part the defendants’ motions to dismiss. In May 2022, the plaintiffs filed a motion for class certification; the defendants opposed the motion.
Removed
On January 10, 2024, the court issued an order largely denying the motion; while the court certified certain classes seeking only injunctive relief based upon alleged misappropriation of professional’s intellectual property, the court declined to certify any of the proposed classes challenging lead quality and seeking monetary relief.
Removed
On July 18, 2024, the Tenth Circuit Court of Appeals denied the plaintiffs’ petition for leave to appeal the district court’s partial denial of class certification. On August 20, 2024, the plaintiffs filed a motion for leave to file a second motion for class certification, proposing somewhat narrower, state-based classes; the defendants opposed the motion, which remains pending.
Removed
On February 26, 2024, the parties filed cross-motions for summary judgment on the plaintiffs’ claims alleging misappropriation of professional’s intellectual property. On September 13, 2024, the district court issued an order granting the defendants’ motion and dismissing the plaintiffs’ misappropriation claims.
Removed
The Company remains confident in its ability to prevail on the merits and will continue to defend vigorously against the allegations in this litigation. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Equity Securities There were no unregistered sales of our capital stock during the quarter ended December 31, 2024. 33 Issuer Purchases of Equity Securities The following table sets forth purchases by the Company of its Class A common stock during the quarter ended December 31, 2024: Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2) October 2024 869,728 $ 2.48 869,728 23,338,661 November 2024 259,458 $ 2.50 259,458 23,079,203 December 2024 — $ — — 23,079,203 Total 1,129,186 $ 2.49 1,129,186 23,079,203 ________________________________________ (1) On August 2, 2024, the board of directors of the Company approved a new stock repurchase authorization of 25 million shares (the “2024 Share Authorization”).
Biggest changeEquity Compensation Plan Information The information required by this Item concerning equity compensation plans is incorporated herein by reference from Part III, Item 12 of this annual report. 26 Issuer Purchases of Equity Securities The following table sets forth purchases by the Company of its Class A common stock during the quarter ended December 31, 2025: Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (2) October 2025 570,140 $ 14.51 570,140 3,195,961 November 2025 2,111,069 $ 11.00 2,111,069 1,084,892 December 2025 1,084,892 $ 12.92 1,084,892 — Total 3,766,101 $ 12.09 3,766,101 — ________________________________________ (1) Reflects repurchases made pursuant to May 2025 Share Authorization and September 2025 Share Authorization (collectively, the “2025 Share Authorizations”), which were publicly announced in May 2025 and November 2025, respectively.
As of February 7, 2025, there were 22 holders of record of our Class A common stock. Because the substantial majority of the outstanding shares of our Class A common stock are held by brokers and other institutions on behalf of shareholders, we are not able to estimate the total number of beneficial shareholders represented by these record holders.
As of February 6, 2026, there were 640 holders of record of our Class A Common Stock. Because the substantial majority of the outstanding shares of our Class A Common Stock are held by brokers and other institutions on behalf of shareholders, we are not able to estimate the total number of beneficial shareholders represented by these record holders.
The Company may repurchase shares pursuant to the 2024 Share Authorization over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors Company management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
Pursuant to May 2025 Share Authorization and September 2025 Share Authorization, the Company was allowed to repurchase up to 5.0 million shares and approximately 3.2 million shares of Class A Common Stock, respectively, over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors Company management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
As of February 7, 2025, there was one holder of record and beneficial shareholder of our Class B common stock. Dividends We do not currently expect that any cash or other dividends will be paid to holders of our Class A or Class B common stock in the near future.
As of February 6, 2026, we had no outstanding shares of our Class B Common Stock or Class C Common Stock. Dividends We do not currently expect that any cash or other dividends will be paid to holders of our Class A Common Stock in the near future.
From January 1, 2025 through February 7, 2025, the Company did not repurchase any additional shares. As of February 7, 2025, there were approximately 23.1 million shares remaining in the 2024 Share Authorization. Item 6. Reserved
May 2025 Share Authorization and September 2025 Share Authorization were exhausted in October 2025 and December 2025, respectively. From January 1, 2026 through February 6, 2026, the Company did not repurchase any additional shares. As of February 6, 2026, there were no shares of Class A Common Stock remaining for repurchase under the September 2025 Share Authorization. Item 6. Reserved
Any future cash dividend or other dividend declarations are subject to the determination of the Company’s board of directors.
Any future cash dividend or other dividend declarations are subject to the determination of the Company’s board of directors. Unregistered Sales of Equity Securities There were no unregistered sales of our capital stock during the quarter ended December 31, 2025.
Reflects repurchases made pursuant to the 2024 Share Authorization. (2) Represents the total number of shares of Class A common stock that remained available for repurchase as of December 31, 2024 pursuant to the 2024 Share Authorization.
For additional details, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” (2) Represents the total number of shares of Class A Common Stock that remained available for repurchase as of the end of the relevant month set forth in the table above pursuant to the 2025 Share Authorizations.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeConsolidated Financial Statements and Supplementary Data 53 Note 1—Organization 61 Note 2—Summary of Significant Accounting Policies 61 Note 3—Financial Instruments and Fair Value Measurements 69 Note 4—Goodwill and Intangible Assets 70 Note 5—Leases 71 Note 6—Long-term Debt 73 Note 7—Shareholders’ Equity 73 Note 8—Accumulated Other Comprehensive (Loss) Income 74 Note 9—Segment Information 75 Note 10—Stock-based Compensation 78 Note 11—Benefit Plans 82 Note 12—Income Taxes 82 Note 13—Earnings (Loss) Per Share 85 Note 14—Financial Statement Details 87 Note 15—Contingencies 89 Note 1 6 —Related Party Transactions with IAC 89 Note 1 7 —Discontinued Operations 92 Note 18—Subsequent Events 92
Biggest changeConsolidated Financial Statements and Supplementary Data 46 Note 1—Organization 54 Note 2—Summary of Significant Accounting Policies 55 Note 3—Financial Instruments and Fair Value Measurements 63 Note 4 - Restructurin g 63 Note 5—Goodwill and Intangible Assets 64 Note 6—Leases 65 Note 7—Long-term Debt 66 Note 8—Shareholders’ Equity 67 Note 9—Accumulated Other Comprehensive (Loss) Income 69 Note 10—Segment Information 69 Note 11—Stock-based Compensation 73 Note 12—Benefit Plans 78 Note 13—Income Taxes 78 Note 14—Earnings (Loss) Per Share 82 Note 15—Financial Statement Details 83 Note 16—Contingencies 85 Note 17—Related Party Transactions with IAC 85 Note 18—Discontinued Operations 88
Item 6. Reserved 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 Item 8.
Item 6. Reserved 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business. 43 Table of Contents The following tables reconcile operating income (loss) to Adjusted EBITDA for the Company's reportable segments and net earnings (loss) attributable to Angi shareholders: Year Ended December 31, 2024 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Adjusted EBITDA (In thousands) Ads and Leads $ 94,428 $ 20,415 $ 65,491 $ — $ 180,334 Services (19,440) 3,835 17,474 2,600 4,469 Other (64,845) 9,404 — — (55,441) International 11,742 1,124 3,087 — 15,953 Total 21,885 $ 34,778 $ 86,052 $ 2,600 $ 145,315 Interest expense (20,169) Other income, net 18,361 Earnings before income taxes 20,077 Income tax benefit 16,771 Net earnings 36,848 Net earnings attributable to noncontrolling interests (844) Net earnings attributable to Angi Inc. shareholders $ 36,004 Year Ended December 31, 2023 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Adjusted EBITDA (In thousands) Ads and Leads $ 50,043 $ 23,145 $ 66,211 $ 7,958 $ 147,357 Services (23,450) 7,586 23,987 — 8,123 Other (61,377) 11,301 — — (50,076) International 8,286 1,382 3,406 — 13,074 Total (26,498) $ 43,414 $ 93,604 $ 7,958 $ 118,478 Interest expense (20,137) Other income, net 18,427 Loss from continuing operations before income taxes (28,208) Income tax provision (1,839) Net loss from continuing operations (30,047) Loss from discontinued operations, net of tax (10,264) Net loss (40,311) Net earnings attributable to noncontrolling interests (629) Net loss attributable to Angi Inc. shareholders $ (40,940) 44 Table of Contents FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES Financial Position December 31, 2024 December 31, 2023 (In thousands) Cash and cash equivalents: United States $ 411,298 $ 354,341 All other countries 5,136 9,703 Total cash and cash equivalents $ 416,434 $ 364,044 Long-term debt: ANGI Group Senior Notes $ 500,000 $ 500,000 Less: unamortized debt issuance costs 3,160 3,953 Total long-term debt, net $ 496,840 $ 496,047 At December 31, 2024, all of the Company’s international cash can be repatriated without significant consequences.
Biggest changeThe Company excludes these expenses because they are not reflective of ordinary course ongoing business and operating results. 36 Table of Contents The following tables reconcile net earnings attributable to Angi shareholders to Adjusted EBITDA for the Company's reportable segments and net earnings (loss) attributable to Angi shareholders: Year Ended December 31, 2025 Operating Income Stock-Based Compensation Expense Depreciation Amortization of Intangibles Restructuring Adjusted EBITDA (In thousands) U.S. $ 41,910 $ 13,074 $ 45,048 $ 1,800 $ 10,969 $ 112,801 International 23,496 1,684 271 — 1,820 27,271 Total $ 65,406 $ 14,758 $ 45,319 $ 1,800 $ 12,789 $ 140,072 Interest expense (20,469) Other income, net 17,590 Earnings before income taxes 62,527 Income tax provision (18,695) Net earnings 43,832 Net loss attributable to noncontrolling interests — Net earnings attributable to Angi Inc. shareholders $ 43,832 Year Ended December 31, 2024 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Restructuring Adjusted EBITDA (In thousands) U.S. $ 10,143 $ 33,654 $ 82,965 $ 2,600 $ — $ 129,362 International 11,742 1,124 3,087 — — 15,953 Total $ 21,885 $ 34,778 $ 86,052 $ 2,600 $ — $ 145,315 Interest expense (20,169) Other income, net 18,361 Earnings before income taxes 20,077 Income tax benefit 16,771 Net earnings 36.848 Net earnings attributable to noncontrolling interests (844) Net earnings attributable to Angi Inc. shareholders $ 36,004 37 Table of Contents FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES Financial Position December 31, 2025 December 31, 2024 (In thousands) Cash and cash equivalents: United States $ 296,283 $ 411,298 All other countries 7,418 5,136 Total cash and cash equivalents $ 303,701 $ 416,434 Long-term debt: ANGI Group Senior Notes $ 500,000 $ 500,000 Less: unamortized debt issuance costs 2,333 3,160 Total long-term debt, net $ 497,667 $ 496,840 The Company entered into a credit agreement in November 2025, establishing a senior secured revolving facility in an aggregate principal amount of $175.0 million , including a letter of credit sublimit of up to $25.0 million .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations GENERAL Management Overview Angi Inc. (“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations GENERAL Management Overview Angi Inc. (“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping.
Operating Costs and Expenses: • Selling and marketing expense - consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and professionals with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television, streaming, and radio advertising, (ii) compensation expense (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs. • General and administrative expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions, (ii) provision for credit losses, (iii) software license and maintenance costs, (iv) outsourced personnel costs for personnel engaged in assisting in customer service functions, (v) fees for professional services, and (vi) rent expense and facilities costs (including impairments of right-of-use assets).
Operating Costs and Expenses: • Selling and marketing expense - consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and Pros with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television and radio advertising, (ii) compensation expense (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs. • General and administrative expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions, (ii) provision for credit losses, (iii) software license and maintenance costs, (iv) outsourced personnel costs for personnel engaged in assisting in customer service functions, (v) fees for professional services, and (vi) rent expense and facilities costs (including impairments of right-of-use assets).
What follows is a discussion of some of our more significant accounting policies and estimates. 47 Table of Contents Credit Losses The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance when it has determined that all or a portion of the receivable will not be collected.
What follows is a discussion of some of our more significant accounting policies and estimates. 40 Table of Contents Credit Losses The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance when it has determined that all or a portion of the receivable will not be collected.
Definition of Non-GAAP Measure Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable.
Definition of Non-GAAP Measure Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; and (4) restructuring.
Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision or benefit computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital in the statement of shareholders’ equity and financing activities within the statement of cash flows.
Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision or benefit computed on an as if 42 Table of Contents standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital in the statement of shareholders’ equity and financing activities within the statement of cash flows.
The Company also issues stock options and stock appreciation rights. The Company estimates the fair value of newly granted or modified stock appreciation rights and stock options, including equity instruments denominated in shares of one of our subsidiaries, using the Black-Scholes option-pricing model.
The Company estimates the fair value of newly granted or modified stock appreciation rights and stock options, including equity instruments denominated in shares of one of our subsidiaries, using the Black-Scholes option-pricing model.
In other cases, we link the vesting of equity awards to the achievement of a value target for a subsidiary or Angi’s stock price, as applicable; these awards are referred to as market-based awards (“MSUs”). The nature 50 Table of Contents and variety of these types of equity-based awards creates complexity in our determination of stock-based compensation expense.
In other cases, we link the vesting of equity awards to the achievement of a value target for a subsidiary or Angi’s stock price, as applicable; these awards are referred to as market-based awards (“MSUs”). The nature and variety of these types of equity-based awards creates complexity in our determination of stock-based compensation expense.
For a discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the annual audited consolidated financial statements of the Company and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 29, 2024.
For a discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the annual audited consolidated financial statements of the Company and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 28, 2025.
Services consumers can request household services directly through the Angi platform, and such requests are fulfilled by independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. Matching service, the booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.
Consumers can also request household services directly through the Angi platform, and such requests are fulfilled by independently established Pros engaged in a trade, occupation and/or business that customarily provides such services. Matching service, booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.
For a detailed description of long-term debt, net, see “ Note 6—Long-term Debt ” to the consolidated financial statements included in “ Item 8.
For a detailed description of long-term debt, net, see “ Note 7—Long-term Debt ” to the consolidated financial statements included in “ Item 8.
See “ Principles of Financial Reporting ” for the definition of Adjusted EBITDA and required non-GAAP reconciliations. 36 Table of Contents Results of Operations for the Years Ended December 31, 2024 and 2023 The following discussion should be read in conjunction with Item 8. Consolidated Financial Statements and Supplementary Data .
See “ Principles of Financial Reporting ” for the definition of Adjusted EBITDA and required non-GAAP reconciliations. 29 Table of Contents Results of Operations for the Years Ended December 31, 2025 and 2024 The following discussion should be read in conjunction with Item 8. Consolidated Financial Statements and Supplementary Data .
Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.
Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as mac roeconomic and industry specific factors.
At December 31, 2024 and 2023, the Company has unrecognized tax benefits, including interest, of $9.7 million and $8.1 million, respectively. We consider many factors when evaluating and estimating our tax positions and unrecognized tax benefits, which may require periodic adjustment and which may not accurately anticipate actual outcomes.
At December 31, 2025 and 2024, the Company has unrecognized tax benefits, including interest, of $14.1 million and $9.7 million, respectively. We consider many factors when evaluating and estimating our tax positions and unrecognized tax benefits, which may require periodic adjustment and which may not accurately anticipate actual outcomes.
At December 31, 2024 and 2023, the balance of the Company’s net deferred tax asset is $167.6 million and $145.4 million, respectively. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination.
At December 31, 2025 and 2024, the balance of the Company’s net deferred tax asset is $124.7 million and $167.6 million, respectively. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination.
Consolidated Financial Statements and Supplementary Data ” includes operating leases as described in “ Note 5—Leases ,” and principal and interest payments on long-term as debt described in “ Note 6 — Long-term Debt .” 46 Table of Contents The Company has material purchase obligations which represent legally binding agreements to purchase goods and services that specify all significant terms.
Consolidated Financial Statements and Supplementary Data ” includes operating leases as described in “ Note 5—Leases ,” and principal and interest payments on long-term as debt described in “ Note 7—Long-term Debt .” The Company has material purchase obligations which represent legally binding agreements to purchase goods and services that specify all significant terms.
The Company believes its existing cash, cash equivalents, and expected positive cash flows generated from operations will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months.
The Company believes its existing cash, cash equivalents, expected positive cash flows generated from operations, and if necessary, our borrowing capacity under the Revolving Facility, will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months.
The fair value of the Company's reporting units is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach when it tests goodwill for impairment, either on an interim basis or annual basis as of October 1 each year.
The October 1, 2024 annual assessment of goodwill did not identify any impairments. The fair value of the Company's reporting units is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach when it tests goodwill for impairment, either on an interim basis or annual basis as of October 1 each year.
At December 31, 2024, there was $36.5 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.14 years.
At December 31, 2025, there was $31.7 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.2 years.
We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between its performance and that of its competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in deferred revenue is due primarily to lower annual memberships, primarily at Ads and Leads.
The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in deferred revenue is due primarily to lower annual memberships, primarily at in the U.S.
Our customer service function includes personnel who provide support to our professionals and consumers. • Product development expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, (ii) software license and maintenance costs, and (iii) outsourced personnel costs for personnel engaged in product development.
Our customer service function includes personnel who provide support to our Pros and consumers. • Product development expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, (ii) software license and maintenance costs, and (iii) outsourced personnel costs for personnel engaged in product development. • Restructuring - consists primarily of charges associated with a formal restructuring plan that are related to workforce reductions.
The duration of time between the Company’s issuance of an invoice and payment due date is not significant. The carrying value of the credit loss allowance is $20.5 million and $24.7 million at December 31, 2024 and 2023, respectively. The provision for credit losses was $57.3 million and $79.4 million for the years ended December 31, 2024 and 2023, respectively.
The duration of time between the Company’s issuance of an invoice and payment due date is not significant. The carrying value of the credit loss allowance is $15.9 million and $20.5 million at December 31, 2025 and 2024, respectively. The provision for credit losses was $48.5 million and $57.3 million for the years ended December 31, 2025 and 2024, respectively.
The Company recorded stock-based compensation expense of $34.8 million and $43.4 million for the years ended December 31, 2024 and 2023, respectively. The Company issues RSUs, PSUs and MSUs.
The Company recorded stock-based compensation expense of $14.8 million and $34.8 million for the years ended December 31, 2025 and 2024, respectively. 43 Table of Contents The Company issues RSUs, PSUs and MSUs.
For PSUs, the value of the instrument is measured at the grant date as the fair value of the underlying Angi’s common stock and expensed as stock-based compensation over the vesting term when the performance targets are considered probable of being achieved. For MSUs, a lattice model is used to estimate the value of the awards.
For PSUs, the value of the instrument is measured at the grant date as the fair value of the underlying Angi’s common stock and expensed as stock-based compensation over the vesting term when the performance targets are considered probable of being achieved.
Ads and Leads provides professionals the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated professionals nationwide for home repair, maintenance and improvement projects.
In the United States, the Company provides Pros the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated Pros nationwide for home repair, maintenance and improvement projects.
We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes beyond the next twelve months.
From time to time, we may also elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes.
The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 12.5% to 14.5% in 2024 and 15% to 17% in 2023, and the royalty rates used ranged from 2.5% to 4.5% in both 2024 and 2023.
The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 12.0% to 14.5% in 2025 and 12.5% to 14.5% in 2024 and the royalty rates used ranged from 2.0% to 4.5% in 2025 and 2.5% to 4.5% in 2024.
The discount rates used in the quantitative tests as of October 1, 2024 for determining the fair value of the Company’s Ads and Leads and Services reporting units were 12.5% and 13.5%, respectively. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies.
The discount rates used in the quantitative tests as of October 1, 2025 for determining the fair value of the Company’s U.S. and International reporting units were 12.0% and 14.5%, respectively. Determin ing fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies.
As a result of the valuation process, we determined that the fair value of the Ads and Leads and Services reporting units exceeded the carrying value and thus there was no impairment of goodwill in 2024.
As a result of the valuation process, we determined that the fair value of the U.S. and International reporting units exceeded the carrying value and thus there was no impairment of goodwill in 2025.
Business combinations may result in the modification of equity awards, which may create additional complexity and additional stock-based compensation expense. Also, our internal reorganizations can also lead to modifications of equity awards and may result in additional complexity and stock-based compensation expense. Finally, the means by which we settle our equity-based awards also introduces complexity into our financial reporting.
Business combinations may result in the modification of equity awards, which may create additional complexity and additional stock-based compensation expense. Also, our internal reorganizations can also lead to modifications of equity awards and may result in additional complexity and stock-based compensation expense.
Total Home Roofing, LLC Sale On November 1, 2023, Angi completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its former Roofing segment), which is reflected as a discontinued operation in its financial statements.
Total Home Roofing, LLC Sale On November 1, 2023, Angi completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its former Roofing segment), which is reflected as a discontinued operation in its financial statements. For additional details, see “ Note 18—Discontinued Operations ” to the consolidated financial statements included in “ Item 8.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets The carrying value of goodwill is $883.4 million and $886.0 million at December 31, 2024 and 2023, respectively. Indefinite-lived intangible assets, which consist of the Company’s acquired trade names and trademarks, have a carrying value of $167.7 million and $170.8 million at December 31, 2024 and 2023, respectively.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets The carrying value of goodwill i s $890.1 million and $883.4 million at December 31, 2025 and 2024, respectively. Indefinite-lived intangible assets, which consist of the Company’s acquired trade names and trademarks, have a carrying value of $167.1 million and $167.7 million at December 31, 2025 and 2024, respectively.
Consolidated Financial Statements and Supplementary Data .” Cash Flow Information In summary, the Company’s cash flows are as follows: Year Ended December 31, 2024 2023 (In thousands) Net cash provided by (used in): Operating activities attributable to continuing operations $ 155,941 $ 94,184 Investing activities attributable to continuing operations $ (50,411) $ (46,557) Financing activities attributable to continuing operations $ (53,759) $ (16,983) Net cash provided by operating activities attributable to continuing operations consists of earnings adjusted for non-cash items and the effect of changes in working capital.
Consolidated Financial Statements and Supplementary Data .” Cash Flow Information In summary, the Company’s cash flows are as follows: Year Ended December 31, 2025 2024 (In thousands) Net cash provided by (used in): Operating activities $ 105,073 $ 155,941 Investing activities $ (59,455) $ (50,411) Financing activities $ (158,342) $ (53,759) Net cash provided by operating activities consists of earnings adjusted for non-cash items and the effect of changes in working capital.
For additional details, see “ Note 1 7 —Discontinued Operations ” to the consolidated financial statements included in “ Item 8.
For additional details, see “ Note 7—Long-term Debt ” to the consolidated financial statements included in “ Item 8.
Capital Expenditures The Company’s 2025 capital expenditures are expected to be higher than 2024 capital expenditures of $50.5 million by approximately 15% to 25% due to an increase related to capitalized software. Liquidity Assessment The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors.
Capital Expenditures The Company’s 2026 capital expenditures are expected to be lower than 2025 capital expenditures of $59.6 million by approximately 5% to 10% due to reduction in capitalized software. Liquidity Assessment The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors.
Net cash used in financing activities attributable to continuing operations includes $10.9 million for the repurchase of 4.4 million shares of the Company’s Class A common stock, on a settlement date basis, at an average price of $2.50 per share and $6.0 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
Net cash used in financing activities attributable to continuing operations includes $28.6 million for the repurchase of 1.3 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $22.74 per share, $16.0 million for the purchase of the remaining noncontrolling interests of a foreign subsidiary, and $7.6 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
The Company’s quantitative tests resulted in no impairments. Given the decline in the Company’s stock price after October 1, 2024, the Company subsequently quantitatively tested all reporting units with goodwill as of December 31, 2024, and no impairments were noted. The October 1, 2023 annual assessment of goodwill did not identify any impairments.
For the Company’s annual goodwill test at October 1, 2025, the Company quantitatively tested the U.S. and International reporting units. The Company’s quantitative tests resulted in no impairments. Given the decline in the Company’s stock price after October 1, 2025, the Company subsequently quantitatively tested all reporting units with goodwill as of December 31, 2025, and no impairments were noted.
There were approximately 168,000 Transacting Professionals (as defined below) during the three months ended December 31, 2024. Additionally, consumers turned to at least one of our businesses to find a professional for approximately 17 million projects during the twelve months ended December 31, 2024.
There were approximately 111,000 Average Monthly Active Pros (as defined below) during the three months ended December 31, 2025. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended December 31, 2025.
Consolidated Financial Statements and Supplementary Data .” Year Ended December 31, 2024 2023 $ Change % Change (In thousands) Interest expense $ (20,169) $ (20,137) $ (32) —% Interest expense was flat for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Consolidated Financial Statements and Supplementary Data .” Year Ended December 31, 2025 2024 $ Change % Change (In thousands) Interest expense $ (20,469) $ (20,169) $ (300) 1% Interest expense for the year ended December 31, 2025 remained constant compared to the year ended December 31, 2024.
In the fourth quarter of 2024, the Company identified an impairment charge of $2.6 million related to a certain indefinite-lived trade name at Services. The discount rate used to value this trade name was 14.0%, and the royalty rate was 2.5%. The impairment of the indefinite-lived intangible asset is included in “Amortization of intangibles” in the statement of operations.
The discount rate used to value this trade name was 14.0% , and the royalty rate was 2.5%. The impairment of the indefinite-lived intangible asset is included in “Amortization of intangibles” in the statement of operations.
Non-cash adjustments include depreciation, provision for credit losses, stock-based compensation expense, non-cash lease expense (including impairment of right-of-use assets), deferred income taxes, and amortization and impairment of intangibles. 2024 Adjustments to net earnings attributable to continuing operations consist primarily of $86.1 million of depreciation, $57.3 million of provision for credit losses, $34.8 million of stock-based compensation expense, $16.0 million of non-cash lease expense (including impairment of right-of-use assets), partially offset by $24.0 million of deferred income taxes.
Non-cash adjustments include depreciation, provision for credit losses, stock-based compensation expense, non-cash lease expense (including impairment of right-of-use assets), deferred income taxes, and amortization of intangibles. 2025 Adjustments to net earnings attributable to continuing operations consist primarily of $45.3 million of depreciation, $14.8 million of stock-based compensation expense, $13.2 million of deferred income taxes and $7.4 million of non-cash lease expense.
Future payments under these agreements at December 31, 2024 are as follows: Amount of Commitment Expiration Per Period Less Than 1 Year 1–3 Years 3–5 Years More Than 5 Years Total (In thousands) Purchase obligations $ 14,154 $ 5,439 $ — $ — $ 19,593 Purchase obligations include $11.5 million related to technology contracts spend to be made in 2025.
Future payments under these agreements at December 31, 2025 are as follows: Amount of Commitment Expiration Per Period Less Than 1 Year 1–3 Years 3–5 Years More Than 5 Years Total (In thousands) Purchase obligations $ 27,938 $ 40,651 $ — $ — $ 68,589 Purchase obligations include $17.3 million related to cloud computing spend to be made in 2026.
The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units' current results and forecasted future performance, as well as macroeconomic and industry specific factors.
Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units' current results and forecasted future 41 Table of Contents performance, as well as macroeconomic and industry specific factors.
The fair value based on the valuation exceeded the carrying value of the Ads and Leads and Services reporting units by $494.5 million and $20.0 million, respectively, as of December 31, 2024. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis.
The fair value based on the valuation exceeded the carrying value of the U.S. and International reporting units by $109.7 million and $242.1 million, respectively, as of December 31, 2025. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis.
IAC intends to effect the spin-off through a dividend to the holders of its common stock and Class B common stock of all of the common stock of the Company owned by IAC (the “Distribution”).
Distribution On March 31, 2025, IAC completed the spin-off of its ownership in the Company through a special dividend of the common stock of the Company owned by IAC to the holders of IAC common stock and IAC Class B common stock (the “Distribution”).
Product development expense Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Product development expense $ 95,360 $ 96,543 $ (1,183) (1)% As a percentage of revenue 8% 7% Product development expense decreased 1% compared to the year ended December 31, 2023.
Product development expense Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Product development expense $ 87,361 $ 95,360 $ (7,999) (8)% As a percentage of revenue 8% 8% Product development expense decreased $8.0 million, or 8%, and remained constant as a percentage of revenue compared to the year ended December 31, 2024.
Liquidity and Capital Resources Share Repurchase Authorizations and Activity Du ring the year ended December 31, 2024, the Company repurchased 12.5 million shares of its Class A common stock, on a trade date basis, at an average price of $2.27 per share, or $28.4 million in aggregate.
Consolidated Financial Statements and Supplementary Data .” Share Repurchase Authorizations and Activity Du ring the year ended December 31, 2025, the Company repurchased 10.5 million shares of its Class A Common Stock, on a trade date basis, at an average price of $14.15 per share, or $148.7 million in aggregate.
The discount rates used in the quantitative tests as of December 31, 2024 for determining the fair value of the Company’s Ads and Leads, Services, and International reporting units were 13%, 14%, and 15%, respectively.
The discount rates used in the quantitative tests as of December 31, 2025 for determining the fair value of the Company’s U.S. and International reporting units we re 12.0% and 14.0%, respectively.
The decrease in the provision for credit losses is primarily due to lower revenue and improved collection rates. The decrease in software license and maintenance costs and third-party wages are due primarily to reduced costs related to customer support services.
The decrease in software license and maintenance costs was due primarily to reduced costs related to data warehousing and customer support services. The decrease in third-party wages is primarily due to reduced costs related to customer support services.
Gross profit Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Revenue $ 1,185,112 $ 1,358,748 $ (173,636) (13)% Cost of revenue (exclusive of depreciation shown separately below) 57,578 62,547 (4,969) (8)% Gross profit $ 1,127,534 $ 1,296,201 $ (168,667) (13)% Gross margin 95% 95% —% Angi gross profit decreased $168.7 million, or 13%, due primarily to the decrease in revenue described in the revenue discussion above.
Gross profit Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Revenue $ 1,030,535 $ 1,185,112 $ (154,577) (13)% Cost of revenue (exclusive of depreciation shown separately below) 47,436 57,578 (10,142) (18)% Gross profit $ 983,099 $ 1,127,534 $ (144,435) (13)% Gross margin 95% 95% —% Gross profit decreased $144.4 million, or 13%, due primarily to the decrease in revenue described in the revenue discussion above.
Significant management judgement is required in assessing when technological feasibility is established. Depreciation of internally developed software commences when the software is available for release for its intended use and is recorded on a straight-line basis over the estimated useful life of the software, which is typically 2-3 years.
Depreciation of internally developed software commences when the software is available for release for its intended use and is recorded on a straight-line basis over the estimated useful life of the software, which is typically 2-3 years. The net carrying value of capitalized software is $94.6 million and $73.1 million at December 31, 2025 and 2024, respectively.
Prior to the effective time of the Distribution, IAC intends to voluntarily convert all of the shares of our Class B common stock that it owns to shares of Class A common stock.
Prior to the effective time of the Distribution, IAC voluntarily converted all of the shares of our Class B Common Stock that it owned to shares of Class A Common Stock. As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding.
International selling and marketing expense increased $2.8 million, or 8%, driven by an increase of $3.3 million in advertising expense due to an increase in online advertising to acquire new professionals and increase Service Requests. 38 Table of Contents General and administrative expense Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) General and administrative expense $ 319,999 $ 359,389 $ (39,390) (11)% As a percentage of revenue 27% 26% Ads and Leads general and administrative expense decreased $31.7 million, or 15%, due primarily to decreases of $22.9 million in the provision for credit losses, $7.5 million in software license and maintenance costs, and $3.8 million in third-party wages, partially offset by an increase of $3.2 million in lease expense.
The increase in advertising expense was due primarily to higher costs related to online advertising. 31 Table of Contents General and administrative expense Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) General and administrative expense $ 262,878 $ 319,999 $ (57,121) (18)% As a percentage of revenue 26% 27% U.S. general and administrative expense decreased $56.3 million, or 20%, due primarily to decreases of $25.7 million in compensation expense, $9.9 million in the provision for credit losses, $8.0 million in lease expense, $3.1 million in software license and maintenance costs, and $2.5 million in third-party wages.
Net cash used in financing activities attributable to continuing operations includes $28.6 million for the repurchase of 12.6 million shares of the Company’s Class A common stock, on a settlement date basis, at an average price of $2.27 per share, 45 Table of Contents $16.0 million for the purchase of the remaining noncontrolling interests of a foreign subsidiary, and $7.6 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled. 2023 Adjustments to net loss attributable to continuing operations consist primarily of $93.6 million of depreciation, $79.4 million of provision for credit losses, $43.4 million of stock-based compensation expense, $11.9 million of non-cash lease expense, and $8.0 million of amortization of intangibles, partially offset by $10.0 million of deferred income taxes.
Net cash used in financing activities attributable to continuing operations includes $148.7 million for the repurchase of 10.5 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $14.15 per share, $8.0 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled, and $1.7 million of debt issuance costs in connection with the $175.0 million senior secured revolving credit facility. 2024 Adjustments to net earnings attributable to continuing operations consist primarily of $86.1 million of depreciation, $57.3 million of provision for credit losses, $34.8 million of stock-based compensation expense, and $16.0 million of non-cash lease expense (including impairment of right-of-use assets), partially offset by $24.0 million of deferred income taxes.
The October 1, 2023 annual assessment of indefinite-lived intangible assets did not identify any impairments. Software Development Costs We capitalize internally developed software costs (including employee payroll costs, stock-based compensation and benefit costs as well as third party production costs) subsequent to identifying technological feasibility of the software project.
Software Development Costs We capitalize internally developed software costs (including employee payroll costs, stock-based compensation and benefit costs as well as third party production costs) subsequent to identifying technological feasibility of the software project. Significant management judgment is required in assessing when technological feasibility is established.
Contractual Obligations The Company enters into various contractual arrangements as a part of its continued operations. Material contractual obligations described in the accompanying notes to the financial statements within “ Item 8.
Material contractual obligations described in the accompanying notes to the consolidated financial statements within “ Item 8.
The Company has three operating segments: (i) Ads and Leads; (ii) Services; and (iii) International (consisting of businesses in Europe and Canada) and operates under multiple brands including Angi, HomeAdvisor, and Handy.
As a result of these updates, the Company now has the following two operating segments: (i) U.S. and (ii) International (consisting of businesses in Europe and Canada). The Company continues to operate under multiple brands including Angi, Angie’s List, HomeAdvisor, and Handy.
International Adjusted EBITDA increased $2.9 million, 22%, to $16.0 million, and increased as a percentage of revenue, driven by an increase in revenue and continued operating expense leverage. Interest expense Interest expense relates to interest on the ANGI Group Senior Notes.
International Adjusted EBITDA increased $11.3 million, 71%, to $27.3 million, and increased as a percentage of revenue. The increase was primarily driven by lower selling and marketing expense due to a decrease in compensation expense. 33 Table of Contents Interest expense Interest expense relates to interest on the ANGI Group Senior Notes.
Cost of Revenue and Gross Profit Cost of revenue, which excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, and (iii) payments made to independent third-party professionals who perform work contracted under Services arrangements that were entered into prior to January 1, 2023 and the change to net revenue reporting described above.
Components of Results of Operations Cost of Revenue and Gross Profit Cost of revenue, which excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, and (iii) payments made to independent third-party Pros who perform work. Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue.
The decrease from changes in working capital consists primarily of an increase of $58.2 million in accounts receivable, a decrease of $20.7 million in operating lease liabilities, an increase of $13.9 million of other assets, and a decrease of $8.0 million in accounts payable and other liabilities. The increase in accounts receivable is due primarily to timing of cash receipts.
The decrease from changes in working capital is due primarily to a decrease of $20.0 million in deferred revenue and a decrease of $13.1 million in operating lease liabilities, partially offset by a decrease of $13.4 million in other ass ets.
During the fourth quarter of 2023, the Company announced its intent to repurchase the 14.0 million shares remaining in its stock repurchase authorization from March 2020 (the “2020 Share Authorization”). On August 2, 2024, the board of directors of the Company approved a new stock repurchase authorization of 25 million shares (the “2024 Share Authorization”).
On August 2, 2024, the board of directors of the Company approved a stock repurchase authorization of 2.5 million shares (the “2024 Share Authorization”), all of which were exhausted during the second quarter of 2025.
Cost of revenue Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Cost of revenue (exclusive of depreciation shown separately below) $ 57,578 $ 62,547 $ (4,969) (8)% As a percentage of revenue 5% 5% Services cost of revenue decreased $9.3 million, or 42%, and decreased as a percentage of revenue, due primarily to a $7.9 million decrease in payments to third-party professionals primarily reflecting the residual impact from contracts entered into prior to January 1, 2023 and recognized as gross revenue in the first quarter of 2023 and lower revenue and a $1.2 million decrease in credit card processing fees attributable to lower revenue.
Cost of revenue Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Cost of revenue (exclusive of depreciation shown separately below) $ 47,436 $ 57,578 $ (10,142) (18)% As a percentage of revenue 5% 5% U.S. cost of revenue decreased $10.2 million, or 19%, and remained constant as a percentage of revenue, due primarily to lower payments to third-party professional service providers of $5.7 million, lower credit card processing fees of $3.8 million, and lower sales tax expense of $2.9 million, partially offset by higher hosting fees of $2.6 million.
The net carrying value of capitalized software is $73.1 million and $92.3 million at December 31, 2024 and 2023, respectively. 49 Table of Contents Income Taxes The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings.
Income Taxes Through March 31, 2025, the Company was included within IAC’s tax group for purposes of federal and consolidated state income tax return filings.
Adjusted EBITDA Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Ads and Leads $ 180,334 $ 147,357 $ 32,977 22% Services 4,469 8,123 (3,654) (45)% Other (55,441) (50,076) (5,365) (11)% Total Domestic 129,362 105,404 23,958 23% International 15,953 13,074 2,879 22% Total $ 145,315 $ 118,478 $ 26,837 23% As a percentage of revenue 12% 9% See “ Principles of Financial Reporting ” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
Adjusted EBITDA Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) U.S. $ 112,801 $ 129,362 $ (16,561) (13)% International 27,271 15,953 11,318 71% Total $ 140,072 $ 145,315 $ (5,243) (4)% As a percentage of revenue 14% 12% See “ Principles of Financial Reporting ” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
For a detailed description of long-term debt, see “ Note 6 — Long-term Debt ” to the consolidated financial statements included in “ Item 8.
There were no outstanding borrowings under this facility as of December 31, 2025. At December 31, 2025, all of the Company’s international cash can be repatriated without significant consequences. For a detailed description of long-term debt, see “ Note 7—Long-term Debt ” to the consolidated financial statements included in “ Item 8.
International general and administrative expense increased $3.0 million, or 8%, due primarily to increases of $3.0 million in the provision for credit losses, $1.8 million in taxes, and $1.6 million in professional fees, partially offset by a decrease of $2.2 million in compensation expense.
The decrease was primarily driven by lower gross profit due to the decrease in revenue, partially offset by lower selling and marketing expense due primarily to a decrease in compensation expense, lower general and administrative expense due primarily to decreases in compensation expense, lease expense, and the provision for credit losses, and lower cost of revenue due primarily to lower payments to third-party professional service providers and lower credit card processing fees.
Operating income (loss) Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Ads and Leads $ 94,428 $ 50,043 $ 44,385 89% Services (19,440) (23,450) 4,010 17% Other (64,845) (61,377) (3,468) (6)% Total Domestic 10,143 (34,784) 44,927 NM International 11,742 8,286 3,456 42% Total $ 21,885 $ (26,498) $ 48,383 NM As a percentage of revenue 2% (2)% ________________________ NM = Not meaningful Operating income increased from an operating loss for 2024 compared to 2023 due primarily to the factors described above in the revenue, cost of revenue, sales and marketing, general and administrative, product development, depreciation, and amortization of intangibles expense discussions.
Operating income Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) U.S. $ 41,910 $ 10,143 $ 31,767 313% International 23,496 11,742 11,754 100% Total $ 65,406 $ 21,885 $ 43,521 199% As a percentage of revenue 6% 2% Operating income increased in 2025 compared to 2024 due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, and depreciation expense discussions.
Selling and marketing expense Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Selling and marketing expense $ 601,638 $ 765,205 $ (163,567) (21)% As a percentage of revenue 51% 56% Ads and Leads selling and marketing expense decreased $169.0 million, or 25%, driven by decreases of $129.9 million in advertising expense and compensation expense of $34.1 million.
Selling and marketing expense Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Selling and marketing expense $ 507,546 $ 601,638 $ (94,092) (16)% As a percentage of revenue 49% 51% U.S. selling and marketing expense decreased $87.8 million, or 16%, due primarily to decreases of $73.9 million in compensation expense, $4.3 million in service guarantee expense, $2.7 million in software maintenance costs, and $1.8 million in professional service costs.
Depreciation Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Depreciation $ 86,052 $ 93,604 $ (7,552) (8)% As a percentage of revenue 7% 7% Depreciation decreased $7.6 million, or 8%, due primarily to a reduction in depreciation of capitalized software largely as a result of assets fully depreciating in current and previous periods, partially offset by the impairment of certain leasehold improvements and furniture and equipment in connection with the reduction of our real estate footprint in 2024. 39 Table of Contents Amortization of intangibles Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Amortization of intangibles $ 2,600 $ 7,958 $ (5,358) (67)% As a percentage of revenue NM 1% Amortization of intangibles decreased $5.4 million due to all intangible assets becoming fully amortized during the year ended December 31, 2023, partially offset by an impairment charge of $2.6 million related to a certain indefinite-lived trade name at Services during the year ended December 31, 2024.
Depreciation Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Depreciation $ 45,319 $ 86,052 $ (40,733) (47)% As a percentage of revenue 4% 7% Depreciation decreased $40.7 million, or 47%, due primarily to the reduction in capitalized software spend over prior periods and the write-off of certain leasehold improvements and furniture and fixtures in connection with the Company’s reduction of its real estate footprint in 2024.
Services Adjusted EBITDA decreased $3.7 million, or 45%, and decreased as a percentage of revenue, driven by lower gross profit, partially offset by lower compensation costs and other operating expenses. Other Adjusted EBITDA loss increased $5.4 million, or 11%, to $55.4 million, driven by an increase in compensation expense.
International selling and marketing expense decreased $6.3 million, or 16%, driven by a decrease in compensation expense of $7.1 million due primarily to a reduction in headcount, partially offset by an increase in advertising expense of $1.4 million.
In 2023, the Company recorded an income tax provision, despite pre-tax losses, due primarily to tax shortfalls generated by the vesting and exercise of stock-based awards, nondeductible executive compensation expense, and unbenefited foreign losses, partially offset by research credits.
In 2024, the Company recorded a benefit, despite pre-tax income, due primarily to the valuation allowance release described in the three month discussion and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards. 35 Table of Contents PRINCIPLES OF FINANCIAL REPORTING We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”).
The increase in the provision for credit losses is due primarily to reduced collection rates and higher revenue, the increase in taxes is due primarily to digital services tax, and the increase in professional fees is due primarily to an increase in consulting costs. The decrease in compensation expense is due primarily to a reduction in headcount.
The decrease in compensation expense was due primarily to a reduction in headcount, and the decrease in service guarantee expense was due primarily to lower revenue.
Other income, net in 2023 primarily includes interest income of $17.1 million, partially offset by net foreign currency exchange losses of $1.2 million. 41 Table of Contents Income tax benefit (provision) Year Ended December 31, 2024 2023 $ Change % Change (Dollars in thousands) Income tax benefit (provision) $ 16,771 $ (1,839) $ 18,610 NM Effective income tax rate NM NM In 2024, the Company recorded an income tax benefit, despite pre-tax income, due primarily to the valuation allowance release for foreign net operating losses and research credits, partially offset by tax shortfalls generated by the vesting and exercise of stock-based awards, unbenefited foreign losses, and nondeductible executive compensation expense.
Other income, net Year Ended December 31, 2025 2024 $ Change % Change (In thousands) Other income, net $ 17,590 $ 18,361 $ (771) (4)% Other income, net included interest income of $15.7 million and gains on foreign currency exchange of $1.8 million for the year ended December 31, 2025. 34 Table of Contents Income tax benefit (provision) Year Ended December 31, 2025 2024 $ Change % Change (Dollars in thousands) Income tax benefit (provision) $ (18,695) $ 16,771 $ (35,466) NM Effective income tax rate NM NM ________________________ NM = Not meaningful For further details of income tax matters, see “ Note 13—Income Taxes ” to the consolidated financial statements included in “ Item 8.
Net cash used in investing activities attributable to continuing operations includes capital expenditures of $47.8 million primarily related to investments in capitalized software to support the Company’s products and services and purchases of marketable debt securities of $12.4 million, partially offset by maturities of marketable debt securities of $12.5 million and $1.0 million of proceeds for the sale of THR.
The decrease in other assets is due to lower capitalized sales commissions, which were impacted by a reduction in the size of the sales force, a larger portion of sales commissions being expensed rather than capitalized in the period, and a shift to annual bonuses for roles that previously received commissions. 38 Table of Contents Net cash used in investing activities attributable to continuing operations includes capital expenditures of $59.6 million primarily related to investments in capitalized software to support the Company’s products and services.
The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The increase in other assets is due primarily to a $10.9 million receivable related to insurance coverage for previously incurred legal fees. The decrease in accounts payable and other liabilities is due to a decrease in accrued advertising.
The decrease in deferred revenue is due primarily to the mix shift in customer packages towards monthly subscriptions, lowering the prevalence of memberships and annual and quarterly prepaid packages. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.
The increase in lease expense is primarily due to impairment charges of $6.8 million of right-of-use assets (“ROU assets”) in the first half of 2024, partially offset by a gain on lease termination of $2.0 million in the second half of 2024, both related to the Company reducing its real estate footprint.
The decrease in the provision for credit losses was primarily due to lower revenue and improved collection rates. The decrease in lease expense was primarily due to impairment charges of right-of-use assets previously recognized in the first half of 2024 and the Company’s reduction of its real estate footprint.
Removed
The Company also owns and operates international businesses that connect consumers with home professionals. The business models of our international businesses differ in certain respects from the business models of our various domestic businesses. The Company primarily markets its services to consumers through search engine marketing, affiliate agreements with third parties, and television advertising.
Added
During the first quarter of 2025, the Company updated its segment reporting structure from “Ads and Leads”, “Services”, and “International” to “Domestic” and “International” to better reflect how it manages its business and how management evaluates performance and allocates resources. During the fourth quarter of 2025, the Company changed the name of its “Domestic” segment to “U.S.” segment.
Removed
The Company also markets its services to consumers through email, digital display advertisements, partnerships with other contextually related websites and, to a lesser extent, through relationships with certain 34 Table of Contents retailers, direct mail and radio advertising.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−0 removed3 unchanged
Biggest changeForeign Currency Exchange Risk The Company has operations in certain foreign markets, primarily in various jurisdictions within the European Union, the United Kingdom, and Canada. The Company has exposure to foreign currency exchange risk related to its foreign subsidiaries that transact business in a functional currency other than the U.S. dollar.
Biggest changeFor additional details, see “ Note 7 —Long-Term Debt ” to the consolidated financial statements included in “ Item 8. Consolidated Financial Statements and Supplementary Data . ” Foreign Currency Exchange Risk The Company has operations in certain foreign markets, primarily in various jurisdictions within the European Union, the United Kingdom, and Canada.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2024, the principal amount of the Company’s outstanding debt comprises $500.0 million of ANGI Group Senior Notes, which bear interest at a fixed rate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2025, the principal amount of the Company’s outstanding debt comprises $500.0 million of ANGI Group Senior Notes, which bear interest at a fixed rate.
Any growth and expansion of our international operations increases our exposure to foreign exchange rate fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could have a significant impact on our future results of operations. 52 Table of Contents
Any growth and expansion of our international operations increases our exposure to foreign exchange rate fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could have a significant impact on our future results of operations. 45 Table of Contents
The Company recorded foreign exchange (losses) and gains of $(0.7) million and $1.2 million for the year ended December 31, 2024 and 2023, respectively. The Company’s exposure to foreign currency exchange gains or losses have not been material to the Company; therefore, the Company has not hedged its foreign currency exposures.
The Company recorded foreign exchange (losses) and gains of $1.8 million and $(0.7) million for the year ended December 31, 2025 and 2024, respectively. 44 Table of Contents The Company’s exposure to foreign currency exchange gains or losses have not been material to the Company; therefore, the Company has not hedged its foreign currency exposures.
International revenue, including revenue of our operations located outside the U.S., which is measured based upon where the customer is located, accounted for 11% and 9% for the years ended December 31, 2024 and 2023, respectively.
In addition, certain of the Company’s U.S. operations have customers in international markets. International revenue, including revenue of our operations located outside the U.S., which is measured based upon where the customer is located, accounted for 12% and 11% for the years ended December 31, 2025 and 2024, respectively.
As a result, as foreign currency exchange rates 51 Table of Contents fluctuate, the translation of the statement of operations of the Company’s international businesses into U.S. dollars affects year-over-year comparability of operating results. In addition, certain of the Company’s U.S. operations have customers in international markets.
The Company has exposure to foreign currency exchange risk related to its foreign subsidiaries that transact business in a functional currency other than the U.S. dollar. As a result, as foreign currency exchange rates fluctuate, the translation of the statement of operations of the Company’s international businesses into U.S. dollars affects year-over-year comparability of operating results.
Added
In November 2025, ANGI Group entered into the Credit Agreement providing for a senior secured revolving facility in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million (the “Revolving Facility”).
Added
The Company is subject to risk due to changes in interest rates in respect of certain borrowings made under the Revolving Facility being subject to a floating interest rate. As of December 31, 2025, the Company had no outstanding loans under the Revolving Facility.

Other ANGI 10-K year-over-year comparisons