What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 23 added, 21 removed, 205 unchanged (18% of the section changed)

22 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

New York, New York

March 1, 2023

February 29, 2024

Other Information

Not applicable.

Rule 10b5-1 Trading Plans

No director or officer of the Company adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) during the quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

19 unchanged sentences

Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A regarding the fees and services of the Company’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to the Company by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2023 Proxy Statement and is incorporated herein by reference.

and Non-Audit Services Pre-Approval Policy,” respectively, in the 2024 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

20 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.

Exhibit 3.1 to the Registrant’s Annual Report on Form 10 -K, filed on March 1 , 202 3 .

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc.

1 unchanged sentence

3.3 Amended and Restated Bylaws of Angi Inc.

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021.

1 to the Registrant’s Current Report on Form 8-K, filed on September 1 8 , 202 3 .

Description of Securities (1) .

2 unchanged sentences

Exhibit 2.2 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .

4.3 Registration Rights Agreement, dated October 19, 2018, by and among ANGI Homeservices Inc.

and the holders signatory thereto.

Exhibit 4.2 to the Registration Statement on Form S-3ASR (SEC File No.

333-227932), filed on October 22, 2018.

4.3 Indenture, dated as of August 20, 2020, among ANGI Group, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee.

37 unchanged sentences

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 9, 2022.

10.14 Separation Agreement, dated as of October 10, 2022, by and between Angi Inc.

and Oisin Hanrahan.

Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed on October 11, 2022.

10.15 Separation Agreement, dated as of December 5, 2022, by and between Angi Inc.

and Umang Dua.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 5, 2022.

10.14 Employment Agreement between Jeffrey Kip and Angi Inc., dated as of November 13, 2023.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 15 , 202 3 .

Subsidiaries of the Registrant as of December 31, 2023.

1 unchanged sentence

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the President pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the President pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Angi Inc.’s Clawback Policy (1)

101.INS Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

14 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2023

February 29, 2024

/s/ ANDREW RUSSAKOFF

1 unchanged sentence

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 1, 2023 :

Signature Title

/s/ JOSEPH LEVIN Chief Executive Officer, Chairman of the Board, and Director

/s/ JEFFREY W.

KIP President

/s/ ANDREW RUSSAKOFF Chief Financial Officer

30 unchanged sentences

Deferred tax valuation allowance 64,877 9,891 (c)

$ ( 3,544 ) (d)

Other reserves 692 420

7 unchanged sentences

Deferred tax valuation allowance 77,076 ( 5,925 ) (f)

( 4,525 ) (d)

Other reserves — 777

_________________________________________________________

1 unchanged sentence

(b) Write-off of fully reserved accounts receivable balance, net of recoveries.

(c) Amount is primarily related to a net decrease in foreign NOLs partially offset by an increase in unbenefited capital losses and state tax attributes.

(d) Amount is primarily related to currency translation adjustments on foreign NOLs.

(e) Amount is primarily related to a decrease in state and foreign NOLs.

(f) Amount is primarily related to a decrease in state NOLs largely offset by an increase in foreign NOLs.

(e) Amount is primarily related to a net decrease in foreign NOLs partially offset by an increase in unbenefited capital losses and state tax attributes.

(f) Amount is primarily related to a decrease in state and foreign NOLs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures