ANGI 10-K & 10-Q changes, risk factors and insider trading

This annual report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “plans,” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future business, financial condition, results of operations and financial performance, our business prospects and strategy, the timing, development, and expected impact of strategic and product initiatives, future marketing strategy, future financing arrangements, future capital allocation strategy, trends in the home services industry and other similar matters. These forward-looking statements are based on the expectations and assumptions of our management about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

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 professionalsPros offline. While many consumers have historically been (and remain) averse to finding professionalsPros online, others have demonstrated a greater willingness to embrace the online shift. ProfessionalsPros 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. The speed and ultimate outcome of the shift of the home services market online for consumers and professionalsPros is uncertain and may not occur as quickly as we expect, or at all. The failure or delay of a meaningful number of consumers and/or professionalsPros to migrate online and/or the return of a meaningful number of existing participants in the online home services market to offline solutions, could adversely affect our business, financial condition and results of operations.

Attracting consumers and professionalsPros 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. Historically, we have had to increase marketing expenditures over time to attract and retain consumers and professionalsPros and sustain our growth.

Evolving consumer behavior (specifically, increased consumption of media through digital means) can also affect the availability of profitable marketing opportunities. To continue to reach and engage consumers and professionalsPros 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 professionalsPros via these channels in a cost-effective manner. As these channels continue to evolve relative to traditional channels (such as television), it could continue to be difficult to assess returns on related marketing investments, which could adversely affect our business, financial condition and results of operations.

In addition, we also enter into various arrangements with third parties to drive visitors to Angi platforms. These arrangements are generally more cost-effective than traditional marketing efforts. If we are unable to renew existing (and enter into new) arrangements of this nature, sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect our business, financial condition and results of operations. In addition, the quality and convertibility of traffic and leads generated through third-party arrangements are dependent on many factors, most of which are outside our control. If the quality or convertibility of traffic and leads do not meet the expectations of our users or Angi Leads professionals,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 amount of traffic we attract from search engines is due in large part to how and where information about our brands (and links to websites offering our products and services) are displayed on search engine results pages. The display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to websites offering our products and services, and negatively impacted traffic to such websites, and we expect that search engines will continue to make such changes from time to time in the future. 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 intelligenceAI technology, could negatively impact our ability to drive traffic to our properties.

Our success depends on our ability to continue to balance our various offerings to service professionalsPros across the Angi platforms.

OurWe Services business providesprovide a pre-priced offering, pursuant to which consumers can request services through Servicesour platforms and pay for such services on the applicable platform directly. 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 professionalPros’ participation in our Ads and Leads or other leads-basedofferings, offerings,including those based on membership subscriptions, which could adversely affect our business, financial condition and results of operations.

Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy professionals.Pros.

We must continue to attract, retain and grow the number of skilled and reliable professionalsPros who can provide services across our platforms. Similarly, in order to continue to attract, retain and grow the number of professionalsPros who can provide services, professionalsPros need to feel safe in their work environment. If we do not offer innovative products and services that resonate with consumers and professionalsPros generally, as well as provide professionalsPros with an attractive return on their marketing and advertising investments, the number of professionalsPros affiliated with our platforms would decrease. Any such decrease would result in smaller and less diverse networks and directories of professionals,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.

In addition to skill and reliability, consumers want to work with professionalsPros whom they can trust to work in their homes and with whom they can feel safe. While we maintain screening processes (which generally include certain, limited background checks) to try and prevent unsuitable professionalsPros 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. Inappropriate and/or unlawful behavior of professionalsPros 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. Similarly, inappropriate and/or unlawful behavior towards professionalsPros by consumers or subscribers (particularly behavior that compromises their safety) could result in a reduction in the number of professionalsPros 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. The occurrence or any of these events could, in turn, adversely affect our business, financial condition and results of operations.

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 trendstrends, including the continuing evolution of AI, the introduction of new and enhanced digital devices and changes in the preferences and needs of consumers and professionalsPros generally, offer new and/or enhanced products and services in response to such trends that resonate with consumers and professionals,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 addition, the success of our mobile and other digital products and services depends on their interoperability with various third-party operating systems, technology, infrastructure and standards, over which we have no control. 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,Pros, which could adversely affect our business, financial condition and results of operations.

We depend on search engines, digital app stores and social media platforms, in particular, those operated by Google, AppleApple, Meta and Facebook,TikTok, to market, distribute and monetize our products and services. Consumers engage with these platforms directly, and as a result, these platforms generally receive personal data about consumers that we would otherwise receive if we transacted with them directly. Certain of these platforms have restricted (and continue to restrict) our access to personal data about users of our products and services obtained through their platforms. In addition, the privacy and data collection policies of certain platforms require users to opt-in to sharing their devices’ unique identifiers with our businesses, which allow them to recognize a given device and track related activity across applications and websites, primarily for marketing purposes. 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. If so, our customer relationship management efforts, our ability to identify, target and reach new segments of our user base and the population generally, and the efficiency of our paid marketing efforts could be adversely affected. 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. 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 professionalsPros via email (or other sufficient means) is critical to our success.

Historically, one of our primary means of communicating with consumers and professionalsPros and keeping them engaged with our products and services has been via email communication. Through email, we provide consumers and professionalsPros 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. 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.Pros. For example, in early 2024, email providers tightened their spam thresholds. Exceeding these more stringent spam thresholds could result in some or all of our emails being delayed or blocked, and therefore less likely to be opened. 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 professionalsPros and consumers may not reliably receive our communications. A continued and significant erosion in our ability to communicate with consumers and professionalsPros via email could adversely impact the overall user experience, consumer and professionalPro 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.Pros.

In connection with the marketing of our products and services and efforts to generate leads for our professionals,Pros, we have historically relied on our ability (and the ability of our professionalsPros) 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 an effort to reduce robocalls and robotexts, there has been an increased effort by U.S. regulatory authorities and telecommunications carriers to ensure that consumers opt in to receiving certain marketing calls and texts from businesses. 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. 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,Pros, which could further adversely impact our ability to generate leads for our professionalsPros and, in turn, our business, financial condition and results of operations.

There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionalsPros who use our platform is challenged.

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 professionalsPros 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 continue to monitor the worker classification laws to ensure compliance with their laws. If we are required to reclassify professionalsPros 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 the amounts related to such liabilities and additional costs are significant, our business, financial condition and results of operations could be adversely affected. See “Note 16 —Contingencies” to the consolidated financial statements included in “Item 8 -8. Consolidated Financial Statements and Supplementary Data - Note 15 - Contingencies.Data."

The home services industry is competitive, with a consistent and growing stream of new products, services and entrants. Some of our competitors may enjoy better competitive positions in certain geographical areas, with certain consumer and professionalPro demographics and/or in other key areas that we currently serve or may serve in the future. Generally, we compete with search engines, online marketplaces and social media platforms that can market their products and services online in a more prominent and cost-effective manner than we can, as well as better tailor their products and services to individual users. Any of these advantages could enable these competitors to offer products and services that are more appealing to consumers and professionalsPros 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.

In addition, since most of our home services products and services are offered to consumers for free, consumers can easily switch among home services offerings (or use multiple home services offerings simultaneously) at no cost to them. And while professionalsPros may incur additional or duplicative near-term costs, the costs for switching to a competing platform over the long term are generally not prohibitive. Low switching costs, coupled with the propensity of consumers to try new products and services generally, will most likely result in the continued emergence of new products and services, entrants and business models in the home services industry. 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 professionalPro bases, any of which could adversely affect our business, financial condition and results of operations.

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 andunemployment, tax rates and actual or potential tariffs, could result in consumers delaying or foregoing home services projects and/or professionalsPros being less likely to pay for consumer matches and subscriptions or spending on marketing and advertising. Ongoing volatility and/or uncertainty related to global economic conditions, including as a result of the geopolitical tensions and conflicts, affect the predictability of our business. Unfavorable economic conditions, volatility and uncertainty could result in decreases in traffic, service requests and directory searches. Any such decreases could adversely impact the number and quality of professionalsPros 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.

We own and operate twothree of the leading home services brands in the United States (AngiAngi, Angie’s List and HomeAdvisor), as well as leading brands in several foreign jurisdictions.

We believe that our success depends, in substantial part, on our continued ability to build awareness and loyalty to our Angi brand, maintain and enhance our established brands, as well as build awareness of (and loyalty to) our newer brands. Events that could negatively impact our brands and brand-building efforts include (among others): product and service quality concerns; professionalPro quality concerns; consumer and professionalPro 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 professionalsPros and consumers; ineffective advertising; inappropriate and/or unlawful acts perpetrated by professionalsPros and consumers; actions or proceedings commenced by governmental or regulatory authorities; and inadequate data protection and security breaches including related bad publicity. 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.Pros. If consumer reviews are perceived as not authentic in general, the reputation and strength of the relevant brand could be materially and adversely affected. While we use, and will continue to use, filters (among other processes) to detect fraudulent reviews, the accuracy of consumer reviews cannot be guaranteed. If fraudulent or inaccurate reviews (positive or negative) increase and we are unable to effectively identify and remove such reviews, the overall quality of the ratings and reviews across our various brands could decrease and the reputation of affected brands might be harmed. This could deter consumers and professionalsPros from using our products and services, which in turn could adversely affect our business, financial condition and results of operations.

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. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. Our efforts to develop and maintain systems designed to detect and prevent events of this nature from impacting our systems, technology, infrastructure, products, services, payment processes and procedures, and users are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated. 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. Despite these efforts, some of our systems have experienced past security incidents and we could experience significant events of this nature in the future.

For example, several U.S. territories and all 50 states now have data breach laws that require timely notification to individuals, and at times regulators, the media or credit reporting agencies, if a company has experienced the unauthorized access or acquisition of personal information. Certain states, including but not limited to California, Virginia, Utah, Connecticut, and Colorado,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. WeThese will continue to monitor and assess the impact of these state laws, whichstates 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 someour of ourInternational 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 collectioncollection, 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, and possible substantial fines for any violations. Governmental authorities around the world have enacted similar types of legislative and regulatory requirements concerning data protection, and additional governments are considering similar legal frameworks.

We accept payments (including recurring payments) from professionalsPros and consumers, primarily through credit and debit card transactions. The ability to access payment information on a real-time basis without having to proactively reach out to professionalsPros and consumers to process payments is critical to our success.

When third parties (including credit card processing companies, as well as any business that offers products and services online or offline) experience a data security breach involving credit card information, affected cardholders will often cancel their credit cards. 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 professionalsPros and consumers would be impacted by such a breach. If such a breach were to impact our professionalsPros and consumers, we would need to contact affected professionalsPros and consumers to obtain new payment information. It is likely that we would not be able to reach all affected professionalsPros 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.

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. There were approximately 168,000111,000 TransactingAverage ProfessionalsMonthly Active Pros (as defined below) during the three months ended December 31, 2024.2025. Additionally, consumers turned to at least one of our businesses to find a professionalPro for approximately 1716 million projects during the twelve months ended December 31, 2024.2025.

AdsIn andthe LeadsUnited States, the Company provides professionalsPros 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 professionalsPros nationwide for home repair, maintenance and improvement projects. Services consumersConsumers can also request household services directly through the Angi platform, and such requests are fulfilled by independently established home services providersPros 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. The Company also owns marketplaces in Austria, Canada, France, Germany, Italy, the Netherlands, and the UK which provide Pros the ability to engage with potential customers and consumers the ability to engage with the Pros they need.

On JanuaryMarch 13,31, 2025, IAC announcedcompleted thatthe spin-off of its board of directors approved a plan to spin off its full stakeownership in the Company to IAC stockholders. IAC intends to effect the spin-off through a special 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 to the holders of IAC common stock and IAC Class B common stock (the “Distribution”). Prior to the effective time of the Distribution, IAC intends to voluntarily convertconverted all of the shares of our Class B commonCommon stockStock that it ownsowned to shares of Class A commonCommon stock.Stock. TheAs a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding. After completion of the DistributionDistribution, remainsIAC subjecthas tono customaryownership conditionsin the Company, there are no shares of Class B Common Stock outstanding, and to the finalonly approvalclass of IAC'sAngi boardcapital ofstock directorswith andshares mayoutstanding notis beClass completed,A onCommon the anticipated terms or at all. IAC expects to complete the Distribution as soon as March 31, 2025.Stock.

•ServicesU.S. Revenue – primarily comprisescomprised domesticof revenue generated within the U.S. segment, including Lead revenue for consumer matches, 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 professionalPro to perform the service.

•International Revenue primarily– comprisescomprised of revenue generated within the International segment (consisting of businesses in Europe and Canada), including consumer connectionLead revenue for consumer matches and membership subscription revenue from professionals.Pros.

•MonetizedLeads Transactions– areconnections (i)between consumers and Pros resulting from a Service RequestsRequest thatin arethe matchedperiod, including the completion of a job related to a payingpre-priced Ads and Leads professional in the period and (ii) completed and in-process Services jobs in the periodoffering; a single Service Request can result in multiple monetized transactions.Leads.

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 professionalsPros 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.work.

•Selling and marketing expense - consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and professionalsPros 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,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). Our customer service function includes personnel who provide support to our professionalsPros and consumers.

Ads and LeadsU.S. cost of revenue increaseddecreased $3.3$10.2 million, or 9%,19%, and increasedremained constant as a percentage of revenue, due primarily to higherlower hostingpayments feesto third-party professional service providers of $6.2$5.7 million attributable, in part, to the migration of data to a third-party computing platform, partially offset bymillion, lower credit card processing fees of $2.9$3.8 millionmillion, attributable toand lower revenue.sales tax expense of $2.9 million, partially offset by higher hosting fees of $2.6 million.

Angi grossGross profit decreased $168.7$144.4 million, or 13%, due primarily to the decrease in revenue described in the revenue discussion above.

Ads and LeadsU.S. selling and marketing expense decreased $169.0$87.8 million, or 25%, driven by decreases of $129.9 million in advertising expense and compensation expense of $34.1 million. The decrease in advertising expense was16%, due primarily to improveddecreases marketingof efficiencies,$73.9 includingmillion optimizationsin tocompensation matchingexpense, $4.3 million in service guarantee expense, $2.7 million in software maintenance costs, and online$1.8 bidding that resultedmillion in fewerprofessional Serviceservice Requests but increased Monetized Transactions per Service Request and a decrease in offline media spend.costs. The decrease in compensation expense was due primarily to a reduction in headcount.headcount, and the decrease in service guarantee expense was due primarily to lower revenue.

Product development expense decreased 1%$8.0 million, or 8%, and remained constant as a percentage of revenue compared to the year ended December 31, 2023.2024.

Depreciation decreased $7.6$40.7 million, or 8%,47%, due primarily to athe reduction in depreciation of capitalized software largelyspend asover aprior result of assets fully depreciating in currentperiods and previous periods, partially offset by the impairmentwrite-off of certain leasehold improvements and furniture and equipmentfixtures in connection with the Company’s reduction of ourits real estate footprint in 2024.

Operating income increased fromin an operating loss for 20242025 compared to 20232024 due primarily to the factors described above in the revenue, cost of revenue, salesselling and marketing, general and administrative, product development, depreciation, and amortization of intangiblesdepreciation expense discussions.

Ads and LeadsU.S. Adjusted EBITDA increaseddecreased $33.0$16.6 million, or 22%,13%, to $180.3$112.8 million, and increasedremained constant as a percentage of revenue. The decrease was primarily driven by lower gross profit due to the decrease in revenue, drivenpartially offset by lower selling and marketing expense due primarily to improveda marketingdecrease efficiencyin andcompensation expense, lower general and administrative expense due primarily to decreases in compensation expense, lease expense, and the provision for credit losses, softwareand licenselower cost of revenue due primarily to lower payments to third-party professional service providers and maintenancelower costs,credit andcard third-partyprocessing wages, partially offset by an increase in lease expense.fees.

International Adjusted EBITDA increased $2.9$11.3 million, 22%,71%, to $16.0$27.3 million, and increased as a percentage of revenue,revenue. The increase was primarily driven by anlower increaseselling and marketing expense due to a decrease in revenuecompensation and continued operating expense leverage.expense.

Interest expense was flat for the year ended December 31, 20242025 remained constant compared to the year ended December 31, 2023.2024.

ThereExcept as set forth below, there have been no material changes to the risk factors disclosed in “Item 1A—Risk Factors” of our Annual Report. InThe additionrisk to the other informationfactor set forth inbelow thissupplements, Quarterly Report, youand should carefullybe considerread together with, the risk factors discussed under “Item 1A—Risk Factors” of our Annual Report, any or all of which could materially and adversely affect the Company’s business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect the Company’s business, financial condition and/or results of operations.

Angi Inc. (with its subsidiaries, “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. There were approximately 105,000106,000 Average Monthly Active Pros (as defined below) in the U.S. during the three months ended MarchJune 31,30, 2026. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 1615 million projects during the twelve months ended MarchJune 31,30, 2026.

On March 31, 2025, People Incorporated, formerly known as IAC Inc. (“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”). 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. 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.

•ANGI Group Senior Notes – on August 20, 2020, ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of the Company, issued $500.0 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year. At June 30, 2026, $400.0 million of the 3.875% Senior Notes remain outstanding.

Results of Operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025

The following discussion should be read in conjunction with “Item 1—Consolidated Financial Statements.” Included below are year-over-year comparisons between the three and six months ended MarchJune 31,30, 2026 and the three and six months ended MarchJune 31,30, 2025 reflecting our updated segment structure. See “Note 1—The Company and Summary of Significant Accounting Policies” for details regarding our segment change.2025.

RestructuringProduct increaseddevelopment $14.9expense decreased $12.7 million, dueor 54%, and decreased $29.3 million, or 58%, for the three and six months ended June 30, 2026, respectively, compared to athe three and six months ended June 30, 2025. The decrease is due primarily to the reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth. Refer to “Note 3—Restructuring” for a summary of the activities related to restructuring for the three and six months ended MarchJune 31,30, 2026.

Operating income decreased for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, respectively, due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, product development, depreciation, restructuring, goodwill impairment and restructuringimpairment of intangibles expense discussions.

U.S. Adjusted EBITDA decreased $6.5$6.1 million, or 30%,22%, to $15.1$21.5 million, and decreased as a percentage of revenue. The decrease was primarily driven by a decrease of revenue of $30.2 million and an increase in advertising spendspend. asThis the Company prioritized investment in Proprietary channels, along with a decline in legacy Network Revenue. These factors werewas partially offset by lower general and administrative expense and product development expense resultingdue fromto the reduction of the Company’s global workforce.

International Adjusted EBITDA increased $1.7$1.3 million, or 28%,25%, to $7.8$6.8 million, and increased as a percentage of revenue. The increase was primarily driven by an increase in revenue and lowerdecrease in product development expense due to the reduction of the Company’s global workforce, partially offset by higher selling and marketing expense due to an increase in advertising expense.

Other income, net, increased for the three and six months ended MarchJune 31,30, 2026 by $0.3$2.2 million and $2.4 million, or 6%45% dueand 25%, respectively. The increase for the three months ended June 30, 2026 was primarily todriven by a $5.6 million gain on extinguishment of debt of $2.7 million,debt, partially offset by a decrease of $1.8$2.2 million in interest income and ana increase of $0.7$1.3 million in foreign exchange losses. The increase for the six months ended June 30, 2026 was driven by a $8.4 million gain on extinguishment of debt, partially offset by a decrease of $4.0 million in interest income and a increase of $1.9 million in foreign exchange losses.

For the three and six months ended MarchJune 31,30, 2026, the Company recorded an income tax benefit of $0.7$0.9 million.million and $1.6 million, respectively. The effective income tax rate is lower than the statutory rate of 21% primarily due to $2.9the millionimpact of discretea restructuringgoodwill impairment charge, which is primarily permanently non-deductible for income tax purposes, for which no corresponding tax benefit incurredwas in Q1 2026.recorded.

We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is considered a primary segment measure of profitability and one of the metrics by which we evaluate the performance of our businesses, and on which our internal budgets are basedbased, and may also impact management compensation. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.

The following tables reconcile net earnings (loss) attributable to Angi shareholders to Adjusted EBITDA for the Company's reportable segments and net earnings (loss) attributable to Angi shareholders:

At MarchJune 31,30, 2026, all of the Company’s international cash can be repatriated without significant consequences.

Net cash provided by operating activities consists of earnings adjusted for non-cash items and the effect of changes in working capital. 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 amortizationimpairment of intangibles.

Adjustments to net earnings consist primarily of $14.7$225.6 million of goodwill impairment, $35.7 million of depreciation, $10.3$9.6 million of provisionimpairment forof creditintangibles, losses, $2.8$7.7 million of stock-based compensation expense, and $1.9$3.8 million of non-cash lease expense, partially offset by a $2.7$8.4 million net gain of extinguishment of debt.debt and $2.3 million of deferred income taxes. The decrease in cash from changes in working capital consists primarily of a decrease of $16.3$10.8 million in accounts payable and other liabilities, a decrease of $9.4 million in operating lease liabilities, an increase in accounts receivable, net, of $4.5$3.9 million which includes the the non-cash impact from the provision for credit losses of $20.8 million and excludes foreign currency impact of $0.1$0.3 million, a decrease of $3.5 million in operating lease liabilities, a decrease of $2.0$3.7 million in income taxes payable and receivable, a decrease of $1.1 million in deferred revenue, partially offset by a decrease of $0.9$3.1 million in other assets.assets and an increase of $0.9 million in deferred revenue. The increase in accounts receivable was due primarily to timing of invoicing and cash receipts. The decrease in accounts payable and other liabilities was due primarily to payments of compensation previously accrued and interest. The increase in accounts receivable was due primarily to timing of cash receipts. The decrease in operating lease liabilities was due to cash payments on leases net of interest accretion. The decrease in deferred revenue was due primarily to lower memberships. The decrease in other assets was due primarily to the amortization of prepaid balances in excess of new prepayments made during the period. The increase in deferred revenue was due primarily to changes in the timing of billings and revenue recognized.

Adjustments to net earnings consist primarily of $11.3$24.0 million of provision for credit losses, $9.9$20.2 million of depreciation, $2.7$7.4 million of deferred income taxes, $1.8$3.6 million of non-cash lease expense, and $(2.3)$2.8 million of stock-based compensation expense. The decrease from changes in working capital consists primarily of a decrease of $20.4 million in accounts payable and other liabilities, an increase of $14.8$31.1 million in accounts receivable, a decrease of $6.7$9.2 million in deferred revenue, and a decrease of $3.3$6.5 million in operating lease liabilities, partially offset by aan decreaseincrease of $2.5$12.4 million in other assets. The decrease in accounts payable and other liabilities isand duea primarily to payments for accrued compensation, partially offset by the timingdecrease of payments.$6.7 million in other assets. The increase in accounts receivable is due primarily to timing of cash receipts. The decrease in deferred revenue is due primarily to a decrease in advertising sales and lower memberships. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The increase in accounts payable and other liabilities is due primarily to the timing of payments, partially offset by payments for accrued compensation. 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, partially offset by an increase in prepaid assets due to the timing of invoices.

As of December 31, 2025, we had $500.0 million aggregate principal amount of 3.875% senior notes due August 15, 2028 (the “ANGI Group Senior Notes”). During the first and second quarter of 2026, ANGI Group repurchased a portion of the outstanding principal amount of ANGI Group Senior NotesNotes, as further described below. As of June 30, 2026, $400 million aggregate principal amount of ANGI Group Senior Notes remained outstanding. Interest on the ANGI Group Senior Notes is paid semi-annually in arrears on February 15 and August 15 of each year. In December 2025, ANGI Group amended the indenture governing the ANGI Group Senior Notes to add certain U.S. subsidiaries of ANGI Group that are guarantors under the Credit Agreement (defined below) as additional guarantors under such indenture.

In November 2025, ANGI Group entered into a credit agreement (the “Credit Agreement”), with the lenders and issuing lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, 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”). TheWhile the Revolving Facility matureshas ona stated maturity of November 6, 2030, providedthe Credit Agreement provides that the maturity date shallwill at all times be no later than the 91st day prior to the maturity date of the ANGI Group Senior Notes. As a result, unless the ANGI Group Senior Notes are repaid or refinanced prior to that date, the maturity of Marchthe 31,Revolving Facility will accelerate to May 16, 2028. As of June 30, 2026, there were no outstanding borrowings under the Revolving Facility. For additional details, see “Note 45—Long-term Debt” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements.”