What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-02-28 compared with 2024-02-29 · 509 added, 586 removed, 795 unchanged (58% of the section changed)

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The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt.

At December 31, 2023, the principal amount of the Company’s outstanding debt comprises $500.0 million of ANGI Group Senior Notes, which bears interest at a fixed rate.

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.

If market rates decline relative to interest rates on the ANGI Group Senior Notes, the Company runs the risk that the related required interest payments will exceed those based on market rates.

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Foreign Currency Exchange Risk

The Company has operations in certain foreign markets, primarily in various jurisdictions within the European Union and the United Kingdom.

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.

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.

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.

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The Company is also exposed to foreign currency transaction gains and losses to the extent it or its subsidiaries conduct transactions in and/or have assets and/or liabilities that are denominated in a currency other than the entity’s functional currency.

The Company recorded foreign exchange gains and (losses) of $1.2 million, $(3.4) million, and $(1.7) million for the year ended December 31, 2023, 2022 and 2021, respectively.

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;

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Processed By Highly Automated Proprietary Systems - Leads and Services

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Processed by Highly Automated Proprietary Systems – Consumer Connection Revenue

Description of

the Matter As more fully described in Note 2 to the consolidated financial statements, the Company’s revenue primarily consists of domestic Ads and Leads revenue as well as Services revenue.

Ads revenue is primarily derived from service professionals under contract for advertising.

Leads revenue includes consumer connection revenue for consumer matches as well as membership subscription revenue from service professionals.

Services revenue primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a service professional to perform the service.

In aggregate, Leads and Services Revenue was approximately $1 billion, as disclosed in Note 9, for the year ended December 31, 2023.

The Company’s Leads and Services Revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions.

The processing and recording of Leads and Services revenue is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary.

Given the complexity of the IT systems involved, auditing Leads and Services Revenue required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls utilized to process and record these transactions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for Leads and Services Revenue.

With the involvement of IT professionals, we identified the relevant systems used by the Company to process, calculate, and record revenue and the related deferred revenue.

Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of revenue and the related deferred revenue at period end.

the Matter As described in Note 2 to the consolidated financial statements, the Company’s revenue primarily consists of domestic Ads and Leads revenue.

Ads and Leads revenue includes consumer connection revenue, which comprises fees paid by service professionals for consumer matches.

Domestic consumer connection revenue was $606.6 million, as disclosed in Note 9, for the year ended December 31, 2024, which represents 51% of consolidated revenue for the year.

The Company’s domestic consumer connection revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions.

The processing and recording of domestic consumer connection revenue is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary.

Given the complexity of the IT systems involved, auditing domestic consumer connection revenue required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls utilized to process and record these transactions.

With the involvement of IT professionals, we identified the relevant systems used by the Company to process, calculate, and record revenue.

We also tested the Company’s controls to address the completeness and accuracy of transaction data.

Our audit procedures related to the Company’s Leads and Services Revenue also included reconciling revenue recorded to cash received, testing the details for a sample of specific cash receipts to third party banking information and evidence of the related customer arrangement, testing the calculations of revenue and the related deferred revenue performed within the Company’s systems to the amount recorded in the general ledger, and testing revenue transactions occurring near year-end.

Our audit procedures related to the Company’s domestic consumer connection revenue also included reconciling revenue recorded to cash received, testing the details for a sample of specific cash receipts to third party banking information and evidence of the related customer arrangement, testing the calculations of revenue performed within the Company’s systems to the amount recorded in the general ledger, and reviewing revenue trends occurring near year-end.

Valuation of Goodwill

Description of

the Matter As of December 31, 2024, the Company’s goodwill was $883.4 million.

As disclosed in Note 2 to the consolidated financial statements, goodwill is assessed annually for impairment using either a qualitative or quantitative approach as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

Auditing management’s quantitative impairment tests for goodwill was challenging given the inherent judgments and estimates involved in estimating the fair value of the reporting units.

Specifically, the fair value estimates of the Company’s Angi Ads and Leads and Angi Services reporting units were sensitive to assumptions such as the discount rate, revenue growth rates and future cash flows, which are affected by factors such as expected future industry or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its goodwill impairment review process.

For example, we tested the controls over the Company’s review of the significant assumptions in estimating the fair value of the reporting units.

To test the estimated fair values of the Angi Ads and Leads and Angi Services reporting units, our audit procedures included, among others, assessing the methodologies used to develop the estimated fair values and testing the significant assumptions and underlying data used by the Company.

We evaluated the Company’s underlying forecast and budget information by comparing the significant assumptions to historical results, forecasted information included in analyst reports and the Company's guideline companies in the same industry and current economic trends.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the estimated fair values of the reporting units that would result from changes in the assumptions.

In addition, we involved internal valuation specialists to assist in evaluating the methodologies and significant assumptions applied in developing the fair value estimates.

/s/ Ernst & Young LLP

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February 28, 2025

Table of Conten t s

AND SUBSIDIARIES

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Other current assets 41,981 72,075

Current assets of discontinued operations — 26,750

Total current assets 495,085 487,219

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Other non-current assets, net 35,911 54,466

Non-current assets of discontinued operations — 10,058

TOTAL ASSETS $ 1,830,735 $ 1,856,215

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Accrued expenses and other current liabilities 171,351 179,329

Current liabilities of discontinued operations — 18,468

Total current liabilities 231,678 258,655

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Other long-term liabilities 37,916 54,266

Non-current liabilities of discontinued operations — 919

Commitments and contingencies

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Accumulated deficit ( 195,015 ) ( 231,019 )

Accumulated other comprehensive income (loss) 1,187 ( 1,172 )

Accumulated other comprehensive (loss) income ( 2,495 ) 1,187

Treasury stock, 37,158 and 24,640 shares, respectively

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Total operating costs and expenses 1,105,649 1,322,699 1,502,579

Operating loss ( 26,498 ) ( 75,620 ) ( 67,917 )

Operating income (loss) 21,885 ( 26,498 ) ( 75,620 )

Interest expense ( 20,169 ) ( 20,137 ) ( 20,107 )

Other income (expense), net 18,427 1,169 ( 2,510 )

Loss from continuing operations before income taxes ( 28,208 ) ( 94,558 ) ( 93,912 )

Income tax (provision) benefit ( 1,839 ) 5,390 29,894

Net loss from continuing operations ( 30,047 ) ( 89,168 ) ( 64,018 )

Other income, net 18,361 18,427 1,169

Earnings (loss) from continuing operations before income taxes 20,077 ( 28,208 ) ( 94,558 )

Income tax benefit (provision) 16,771 ( 1,839 ) 5,390

Net earnings (loss) from continuing operations 36,848 ( 30,047 ) ( 89,168 )

Loss from discontinued operations, net of tax — ( 10,264 ) ( 38,814 )

Net loss ( 40,311 ) ( 127,982 ) ( 70,494 )

Net earnings (loss) 36,848 ( 40,311 ) ( 127,982 )

Net earnings attributable to noncontrolling interests ( 844 ) ( 629 ) ( 468 )

Net loss attributable to Angi Inc.

Net earnings (loss) attributable to Angi Inc.

shareholders $ 36,004 $ ( 40,940 ) $ ( 128,450 )

Per share information from continuing operations:

Basic loss per share $ ( 0.06 ) $ ( 0.18 ) $ ( 0.13 )

Diluted loss per share $ ( 0.06 ) $ ( 0.18 ) $ ( 0.13 )

Basic earnings (loss) per share $ 0.07 $ ( 0.06 ) $ ( 0.18 )

Diluted earnings (loss) per share $ 0.07 $ ( 0.06 ) $ ( 0.18 )

Per share information attributable to Angi Inc.

shareholders:

Basic loss per share $ ( 0.08 ) $ ( 0.26 ) $ ( 0.14 )

Diluted loss per share $ ( 0.08 ) $ ( 0.26 ) $ ( 0.14 )

Basic earnings (loss) per share $ 0.07 $ ( 0.08 ) $ ( 0.26 )

Diluted earnings (loss) per share $ 0.07 $ ( 0.08 ) $ ( 0.26 )

Stock-based compensation expense by function:

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(In thousands)

Net loss $ ( 40,311 ) $ ( 127,982 ) $ ( 70,494 )

Other comprehensive income (loss):

Net earnings (loss) $ 36,848 $ ( 40,311 ) $ ( 127,982 )

Other comprehensive (loss) income:

Change in foreign currency translation adjustment ( 3,544 ) 2,501 ( 5,028 )

Comprehensive loss ( 37,810 ) ( 133,010 ) ( 71,713 )

Comprehensive income (loss) 33,304 ( 37,810 ) ( 133,010 )

Components of comprehensive (income) loss attributable to noncontrolling interests:

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Comprehensive (income) loss attributable to noncontrolling interests ( 982 ) ( 771 ) 79

Comprehensive loss attributable to Angi Inc.

Comprehensive income (loss) attributable to Angi Inc.

shareholders $ 32,322 $ ( 38,581 ) $ ( 132,931 )

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CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

Years Ended December 31, 2023, 2022, and 2021

Class B Convertible

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Shareholders’

Noncontrolling

Interests Additional Paid-in Capital Accumulated Deficit Treasury

Additional Paid-in Capital Accumulated Deficit Treasury

Stock Noncontrolling

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Balance as of December 31, 2021

$ 100 99,745 $ 422 422,019 $ — — $ 1,350,457 $ ( 61,629 ) $ 3,309 $ ( 158,040 ) $ 1,134,619 $ 10,908 $ 1,145,527

Net (loss) earnings — — — — — — — ( 128,450 ) — — ( 128,450 ) 468 ( 127,982 )

Other comprehensive (income) loss 515 — — — — — — — — ( 1,328 ) — ( 1,328 ) ( 406 ) ( 1,734 )

Other comprehensive loss — — — — — — — — ( 4,481 ) — ( 4,481 ) ( 547 ) ( 5,028 )

Stock-based compensation expense — — — — — — 55,891 — — — 55,891 — 55,891

Issuance of common stock pursuant to stock-based awards, net of withholding taxes 3 3,066 — — — — ( 8,630 ) — — — ( 8,627 ) — ( 8,627 )

Issuance of common stock to IAC Inc.

pursuant to the employee matters agreement — 3 2,588 — 157 — — ( 3 ) — — — — — —

Purchase of treasury stock — — — — — — — — — ( 8,144 ) ( 8,144 ) — ( 8,144 )

Purchase of noncontrolling interest ( 28,318 ) — — — — — — — — — — — ( 160 ) ( 160 )

Adjustment of redeemable noncontrolling interests to redemption amount 1,462 — — — — — — ( 430 ) — — — ( 430 ) — ( 430 )

Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary — — — — — — 7,580 — — — 7,580 ( 7,835 ) ( 255 )

Other — — — — — — ( 4 ) — — — ( 4 ) — ( 4 )

Balance as of December 31, 2022

$ 103 102,811 $ 422 422,019 $ — — $ 1,405,294 $ ( 190,079 ) $ ( 1,172 ) $ ( 166,184 ) $ 1,048,384 $ 2,994 $ 1,051,378

Net (loss) earnings — — — — — — — ( 40,940 ) — — ( 40,940 ) 629 ( 40,311 )

Other comprehensive loss — — — — — — — — — ( 4,481 ) — ( 4,481 ) ( 547 ) ( 5,028 )

Other comprehensive income — — — — — — — — 2,359 — 2,359 142 2,501

Stock-based compensation expense — — — — — — 48,388 — — — 48,388 — 48,388

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Purchase of treasury stock — — — — — — — — — ( 11,099 ) ( 11,099 ) — ( 11,099 )

Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary — — — — — — — 7,580 — — — 7,580 ( 7,835 ) ( 255 )

Other — — — — — — ( 37 ) — — — ( 37 ) ( 24 ) ( 61 )

Balance as of December 31, 2023

Net (loss) earnings — — — — — — — — ( 40,940 ) — — ( 40,940 ) 629 ( 40,311 )

Other comprehensive income — — — — — — — — — 2,359 — 2,359 142 2,501

$ 107 106,848 $ 422 422,019 $ — — $ 1,447,353 $ ( 231,019 ) $ 1,187 $ ( 177,283 ) $ 1,040,767 $ 3,741 $ 1,044,508

Net earnings — — — — — — — 36,004 — — 36,004 844 36,848

Other comprehensive (loss) income — — — — — — — — ( 3,682 ) — ( 3,682 ) 138 ( 3,544 )

Stock-based compensation expense — — — — — — 40,619 — — — 40,619 — 40,619

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Purchase of treasury stock — — — — — — — — — ( 28,581 ) ( 28,581 ) — ( 28,581 )

Purchase of noncontrolling interests — — — — — — ( 11,296 ) — — — ( 11,296 ) ( 4,723 ) ( 16,019 )

Other — — — — — — ( 3,677 ) — — — ( 3,677 ) — ( 3,677 )

Balance as of December 31, 2024

$ 113 112,952 $ 422 422,019 $ — — $ 1,465,640 $ ( 195,015 ) $ ( 2,495 ) $ ( 205,864 ) $ 1,062,801 $ — $ 1,062,801

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

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Cash flows from operating activities attributable to continuing operations:

Net loss $ ( 40,311 ) $ ( 127,982 ) $ ( 70,494 )

Net earnings (loss) $ 36,848 $ ( 40,311 ) $ ( 127,982 )

Loss from discontinued operations, net of tax — ( 10,264 ) ( 38,814 )

Net loss attributable to continuing operations ( 30,047 ) ( 89,168 ) ( 64,018 )

Adjustments to reconcile net loss to net cash provided by operating activities attributable to continuing operations:

Net earnings (loss) attributable to continuing operations 36,848 ( 30,047 ) ( 89,168 )

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities attributable to continuing operations:

Depreciation 86,052 93,604 77,523

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Deferred income taxes ( 23,951 ) ( 10,009 ) ( 9,758 )

Foreign currency transaction (gain) loss ( 1,291 ) 3,357 1,679

Other adjustments, net ( 433 ) ( 1,059 ) 2,546

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

Changes in assets and liabilities, net of effects of dispositions:

Accounts receivable ( 45,385 ) ( 58,168 ) ( 111,865 )

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Proceeds from sales of fixed assets 81 85 162

Other — — ( 253 )

Net cash used in investing activities attributable to continuing operations ( 50,411 ) ( 46,557 ) ( 115,317 )

Cash flows from financing activities attributable to continuing operations:

Principal payments on Term Loan — — ( 220,000 )

Purchases of treasury stock ( 28,605 ) ( 10,932 ) ( 8,144 )

Withholding taxes paid on behalf of employees on net settled stock-based awards ( 5,994 ) ( 8,827 ) ( 61,908 )

Purchase of noncontrolling interests ( 16,019 ) — —

Withholding taxes paid on behalf of employees on net settled stock-based awards ( 7,578 ) ( 5,994 ) ( 8,827 )

Distribution to IAC pursuant to the tax sharing agreement ( 1,548 ) — —

Other, net ( 9 ) ( 57 ) ( 256 )

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Nature of Operations

connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping.

Approximately 196,000 transacting service professionals actively sought consumer matches, completed jobs, or advertised work through 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 actively sought consumer matches, completed jobs, or advertised work through Angi Inc.

platforms during the three months ended December 31, 2024.

Additionally, consumers turned to at least one of our businesses to find a service professional for approximately 23 million projects during the year ended December 31, 2023.

Additionally, consumers turned to at least one of our businesses to find a professional for approximately 17 million projects during the year ended December 31, 2024.

The Company has three operating segments:

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and (iii) International (consisting of businesses in Europe and Canada) and operates under multiple brands including Angi, HomeAdvisor, and Handy.

Ads and Leads provides service professionals the capability to engage with potential customers, including quote and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated service professionals nationwide for home repair, maintenance and improvement projects.

Services consumers can request household services directly through the Angi platform and Angi fulfills the request through the use of independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services.

The matching and pre-priced booking services and related tools and directories are provided to consumers free of charge.

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.

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, booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration.

As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc.

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Total Home Roofing, LLC Sale

On November 1, 2023, Angi Inc.

completed the sale of 100 % of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its Roofing segment), and has reflected it as a discontinued operation in its financial statements.

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), and which is reflected as a discontinued operation in its financial statements.

See “ Note 1 7 —Discontinued Operations ” for additional details.

The financial information for prior periods has been recast to conform to the current year presentation.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The Company prepares its consolidated financial statements (referred to herein as “financial statements”) in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”).

The financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated.

The financial statements include all accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

All intercompany transactions and balances between entities comprising the Company have been eliminated.

In the opinion of management, the assumptions underlying the historical financial statements, including the basis on which the expenses have been allocated from IAC, are reasonable.

However, the allocations may not reflect all of the expenses that Angi Inc.

may have incurred as a standalone public company for the periods presented.

See “ Note 17—Related Party Transactions with IAC ” for information on transactions between Angi and IAC.

COVID-19 Update

The COVID-19 pandemic and the various responses to it created significant volatility, uncertainty and economic disruption.

Recently, there has been a return to normal societal interactions, including the way we operate our business.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As previously disclosed, the impact of COVID-19 initially resulted in a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects).

While we experienced a rebound in service requests in early 2021, service requests started to decline in May 2021 and continued to decline during 2022 due, in part, to COVID-19 measures that were more widely in place in prior periods.

Our ability to monetize service requests rebounded modestly in the second half of 2021 and the first half of 2022;

however, that improved monetization plateaued in the third quarter of 2022 returning to monetization rates similar to those experienced pre-COVID-19.

The extent to which developments related to the COVID-19 pandemic and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the severity of resurgences of COVID-19 caused by variant strains of the virus, the effectiveness of vaccines and attitudes toward receiving them, materials and supply chain constraints, labor shortages, the scope of governmental and other restrictions on travel, discretionary services and other activity, and public reactions to these developments.

However, the allocations may not reflect all of the expenses that Angi may have incurred as a standalone public company for the periods presented.

See “ Note 1 6 —Related Party Transactions with IAC ” and “ Note 18—Subsequent Events ” for information on transactions between Angi and IAC.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its financial statements in accordance with GAAP.

These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of assets and liabilities.

These estimates, judgments and assumptions affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from these estimates.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On an ongoing basis, the Company evaluates its estimates and judgments, including those related to:

the fair values of cash equivalents and marketable debt securities;

the fair values of cash equivalents;

the carrying value of accounts receivable, including the determination of the allowance for credit losses;

the determination of the customer relationship period for certain costs to obtain a contract with a customer;

the recoverability of right-of-use assets (“ROU assets”);

the useful lives and recoverability of capitalized software, leasehold improvements, equipment, and definite-lived intangible assets;

the recoverability of goodwill and indefinite-lived intangible assets;

contingencies, unrecognized tax benefits;

the recoverability of all long-lived assets, including goodwill and indefinite-lived intangible assets;

contingencies;

unrecognized tax benefits;

the liability for potential refunds and customer credits;

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The Company accounts for a contract with a customer when it has approval and commitment from all authorized parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.

Revenue is recognized when control of the promised services or goods is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.

The Company’s disaggregated revenue disclosures are presented in “ Note 9—Segment Information .”

Ads and Leads Revenue

Ads and Leads revenue includes consumer connection revenue, which comprises fees paid by service professionals for consumer matches (regardless of whether the service professional ultimately provides the requested service), revenue from service professionals under contract for advertising, membership subscription revenue from service professionals and consumers, and revenue from other services.

Ads and Leads

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.

Consumer connection revenue varies based upon several factors, including the service requested, product experience offered, and geographic location of service.

Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice.

The Company maintains a liability for potential credits issued to services providers.

Angi service professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the service professional, with the average advertising contract term being approximately one year.

The Company maintains a liability for potential credits issued to professionals.

Angi professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the professional, with the average advertising contract term being approximately one year.

Angi website, mobile and call center advertising revenue is recognized ratably over the contract term.

Revenue from the sale of advertising in the Angie’s List Magazine is recognized in the period in which the publication is distributed.

Service professional membership subscription revenue is initially deferred upon receipt of payment and is

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recognized using the straight-line method over the applicable subscription period, which is typically one year.

Professional membership subscription revenue is initially deferred upon receipt of payment and is recognized using the straight-line method over the applicable subscription period, which is typically one year.

Angi prepaid consumer membership subscription fees are recognized as revenue using the straight-line method over the term of the applicable subscription period, which is typically one year.

Services Revenue

Services revenue primarily reflects revenue from pre-priced offerings by which the consumer requests services through the Company’s platform and the Company engages a service professional to perform the service.

Consumers are billed when a job is scheduled through the Services platform.

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.

Consumers are billed when a job is started through the Services platform.

Billing practices are governed by the contract terms of each project as negotiated with the consumer.

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From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis.

Effective January 1, 2023, Angi Inc.

modified the Services terms and conditions so that the service professional, rather than Angi, Inc., has the contractual relationship with the consumer to deliver the service and our performance obligation to the consumer is to connect them with the service professional.

This change in contractual terms requires revenue to be reported as the net amount of what is received from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements entered into after December 31, 2022.

Effective January 1, 2023, Angi modified the Services terms and conditions so that the professional, rather than Angi, has the contractual relationship with the consumer to deliver the service and our performance obligation to the consumer is to connect them with the professional.

This change in contractual terms requires revenue to be reported as the net amount of what is received from the consumer after deducting the amounts owed to the professional providing the service effective for all arrangements entered into after December 31, 2022.

There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition.

For the years ended December 31, 2022 and 2021, if Services revenue were recorded on a net basis, revenue would have been reduced by $ 242.6 million and $ 180.7 million, respectively.

International Revenue

International revenue primarily comprises consumer connection revenue for consumer matches and membership subscription revenue from service professionals and consumers.

For the year ended December 31, 2022, if Services revenue were recorded on a net basis, revenue would have been reduced by $ 242.6 million.

International

International revenue primarily comprises consumer connection revenue for matches between consumers and professionals and membership subscription revenue from professionals.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Transaction Price

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For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price.

The Company generally determines standalone selling prices based on the prices charged to customers, which are directly observable or based on an estimate if not directly observable.

The Company determines standalone selling prices based on the prices charged to customers, which are directly observable or an estimate if not directly observable.

Practical Expedients and Exemptions

For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Accounting Standards Codification (“ASC”) 606 (“ASC 606”), applicable to such contracts and does not consider the time value of money.

As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise

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accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.

The Company also applies the practical expedient for sales commissions where the anticipated customer relationship period is one year or less as noted below.

For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers , applicable to such contracts and does not consider the time value of money.

In addition, as permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.

The Company also applies the practical expedient to expense sales commissions as incurred where the anticipated customer relationship period is one year or less as noted below.

Costs to Obtain a Contract with a Customer

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For sales incentive programs where the anticipated customer relationship period is one year or less, the Company has elected the practical expedient to expense the costs as incurred.

Beginning October 1, 2022, commissions earned on certain transactions within the Ads & Leads segment were expensed as incurred after determining the related customer relationship was less than one year.

Beginning October 1, 2022, commissions earned on certain transactions within the Ads and Leads segment were expensed as incurred after determining the related customer relationship was less than one year.

The following table presents the capitalized sales commissions balances and balance sheet classification at the balance sheet dates:

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Other non-current assets $ 2,093 $ 3,528

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During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 52.4 million and $ 61.4 million, respectively, related to the amortization of these capitalized costs.

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The time between the Company’s issuance of an invoice and payment due date is not significant;

customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date.

customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from the invoice date.

Deferred Revenue

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The Company classifies deferred revenue as current when the remaining term or expected completion of its performance obligation is one year or less.

At December 31, 2022, the current and non-current deferred revenue balances were $ 50.1 million and less than $ 0.1 million, respectively, and during the year ended December 31, 2023, the Company recognized $ 48.0 million that was included in the deferred revenue balance as of December 31, 2022.

At December 31, 2023, the current and non-current deferred revenue balances were $ 49.9 million and $ 0.1 million, respectively, and during the year ended December 31, 2024, the Company recognized $ 45.4 million that was included in the deferred revenue balance as of December 31, 2023.

At December 31, 2022, the current and non-current deferred revenue balances were $ 50.1 million and $ 0.1 million, respectively, and during the year ended December 31, 2023, the Company recognized $ 48.0 million of revenue that was included in the deferred revenue balance at December 31, 2022.

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Non-current deferred revenue is included in “Other long-term liabilities” in the balance sheet.

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Fair Value Measurements

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Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized.

The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use assets (“ROU assets”), capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized.

Such fair value measurements are based predominantly on Level 3 inputs.

Refer to “Goodwill and Indefinite-Lived Intangible Assets” and “Long-Lived Assets” below for a description of impairment charges.

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase.

Domestically, cash equivalents consist of AAA rated government money market funds, treasury discount notes, and time deposits.

Internationally, there are no cash equivalents at December 31, 2023 and 2022.

Domestically, cash equivalents consist of AAA rated government money market funds, treasury bills, and time deposits.

Internationally, there are $ 0.6 million in cash equivalents at December 31, 2024 and no cash equivalents at December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investments in Marketable Debt Securities

At times, the Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed.

Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity.

The specific-identification method is used to determine the cost of debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings.

Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive (loss) income as a separate component of shareholders’ equity.

The Company reviews its debt securities for impairment, including from risk of credit loss, each reporting period.

The Company recognizes an unrealized loss on debt securities in net loss when the impairment is determined to be other-than-temporary.

The Company recognizes an unrealized loss on debt securities in net earnings (loss) when the impairment is determined to be other-than-temporary.

Factors the Company considers in making such determination include the duration, severity and reason for the decline in value and the potential recovery and our intent to sell the debt security.

The Company also considers whether it will be required to sell the security before recovery of its amortized cost basis and whether the amortized cost basis cannot be recovered because of credit losses.

If an impairment is considered to be other-than-temporary, the debt security will be written down to its fair value and the loss will be recognized within other income (expense), net.

The Company held no marketable debt securities at December 31, 2023 and 2022.

If an impairment is considered to be other-than-temporary, the debt security will be written down to its fair value and the loss will be recognized within other income, net.

The Company held zero marketable debt securities at December 31, 2024 and 2023.

Capitalized Software, Leasehold Improvements and Equipment

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Amortization of leasehold improvements, which is included in “Depreciation” in the statement of operations, and depreciation are computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter.

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Asset Category Estimated

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Business Combinations

The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill.

The Company usually obtains the assistance of outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired.

While outside valuation experts may be used, management has ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation.

The purchase price of an acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill.

The Company usually obtains the assistance of outside valuation experts in the allocation of purchase price to the identifiable intangible assets acquired.

While outside valuation experts may be used, management has the ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation.

The excess purchase price over the value of net tangible and identifiable intangible assets acquired is recorded as goodwill and is assigned to the reporting unit(s) that is expected to benefit from the business combination as of the acquisition date.

Goodwill and Indefinite-Lived Intangible Assets

The Company’s Ads and Leads, Services and International are separate operating segments and reporting units.

See “ Note 9—Segment Information ” for additional information regarding the Company’s method of determining operating and reportable segments.

The Company assesses goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value.

At October 1, 2023, the Company had four reporting units:

Ads and Leads, Services, Roofing, and International.

THR was sold on November 1, 2023 and is reflected as a discontinued operation in the Company’s financial statements.

See “ Note 1—Organization ” for additional information.

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When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary;

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If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment equal to the excess is recorded.

For the Company’s annual goodwill test at October 1, 2023, a qualitative assessment of the Ads and Leads, Services, and International reporting units was performed by the Company to evaluate whether it is more likely than not that the fair value of these reporting units was in excess of their respective carrying values.

The primary factors that the Company considered in its qualitative assessment for each of these reporting units are described below:

• The Company considered the strong forecasted operating performance, in addition to actual operating results in the current year, of the Ads and Leads, Services, and International reporting units.

• The Company also considered the prior year annual valuations of the Ads and Leads, Services, and International reporting units prepared as of October 1, 2022, and valuations of the International reporting unit prepared approximate to, however, not as of, October 1, 2023, in connection with the issuance and/or settlement of equity awards that are denominated in the equity of this business.

Based on these factors we concluded that it is not more likely than not that the fair value of the reporting units is below their respective carrying amounts.

As of October 1, 2023, prior to its sale on November 1, 2023, the Roofing reporting unit had no goodwill or indefinite-lived intangible assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If and when a quantitative test is performed, the fair value of the Company’s reporting units are determined using both an income approach based on discounted cash flows (“DCF”) and a market approach.

For the Company’s annual goodwill test as of October 1, 2024, the Company performed a qualitative assessment of the International reporting unit to evaluate whether it is more likely than not that the fair value of this reporting unit was in excess of its carrying value.

The primary factors that the Company considered in its qualitative assessment for the International reporting unit at October 1, 2024 are described below:

• The Company considered the strong forecasted operating performance, in addition to actual operating results in the current year, of the International reporting unit.

• The Company prepared a valuation of the International reporting unit primarily in connection with the issuance and/or settlement of equity awards that are denominated in the equity of this business as of June 30, 2024.

This valuation was prepared time proximate to, however, not as of October 1, 2024.

The fair value of the International reporting unit was in excess of its October 1, 2024 carrying value.

For the Company’s annual goodwill test at October 1, 2024, the Company quantitatively tested the Ads and Leads and Services reporting units.

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.

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.

Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates.

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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.

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 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.

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To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors.

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.

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.

While the Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, the Company's policy is to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part, because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent.

The Company determines the fair value of indefinite-lived intangible assets other than goodwill using an avoided royalty DCF valuation analysis.

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows.

The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis.

Significant judgments inherent in this analysis include the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows.

The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets.

The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks.

The future cash flows are based on the Company's most recent forecast and budget and, for years beyond the budget, the Company’s estimates, which are based, in part, on forecasted growth rates.

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.

The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 15.0 % to 17.0 % in 2023 and 12.0 % to 18.5 % in 2022, and the royalty rates used ranged from 2.5 % to 4.5 % in 2023 and 2.0 % to 4.5 % in 2022.

The October 1, 2023 and 2021 annual assessments of goodwill and indefinite-lived intangible assets did not identify any impairments.

The October 1, 2022 annual assessment identified a $ 26.0 million goodwill impairment at the Roofing reporting unit, which is reflected as a discontinued operation in the Company’s financial statements.

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.

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 October 1, 2023 annual assessment of indefinite-lived intangible assets did not identify any impairments.

Long-Lived Assets

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Advertising Costs

Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines, offline marketing, which is primarily television advertising and partner-related payments to those who direct traffic to our platforms.

Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and offline marketing, which is primarily television, streaming, and radio advertising.

Advertising expense was $ 333.3 million, $ 459.4 million and $ 558.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Legal costs, other than certain costs incurred to obtain financing, are expensed as incurred.

Legal costs, other than certain costs incurred to obtain financing, which are generally capitalized, are expensed as incurred.

Debt Issuance Costs

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Costs incurred to obtain financing are deferred and amortized to “Interest expense” in the statement of operations over the related financing period using the effective interest method.

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The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings.

In all periods presented, the income tax provision and/or benefit has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the statement of cash flows.

In all periods presented, the income tax benefit and/or provision has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the statement of cash flows.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases.

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A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company records interest, net of any applicable related income tax benefit, for uncertain tax positions as a component of income tax expense.

The Company records interest, net of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

any applicable related income tax benefit, for uncertain tax positions as a component of income tax expense.

The Company elects to recognize the tax on Global Intangible Low-Taxed Income as a period expense in the period the tax is incurred.

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De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained.

Noncontrolling Interest

On August 28, 2024, the Company purchased the remaining noncontrolling interests of a foreign subsidiary for a total purchase price of $ 16.0 million in cash.

As a result of this transaction, the Company recorded a net decrease to additional paid in capital of $ 11.3 million, representing the difference between the cash consideration related to the purchase of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction.

All consolidated entities are now wholly-owned by the Company, and no noncontrolling interest remains outstanding as of December 31, 2024.

Earnings Per Share

Basic earnings per share is computed by dividing net earnings attributable to Angi Inc.

Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to Angi Inc.

shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur if stock appreciation rights, stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the earnings of the Company.

See “ Note 13—Loss per share ” for additional information on dilutive securities.

See “ Note 13—Earnings (Loss) per Share ” for additional information on dilutive securities.

Foreign Currency Translation and Transaction Gains and Losses

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See “ Note 10—Stock‑based Compensation ” for a discussion of the Company’s stock-based compensation plans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Redeemable Noncontrolling Interests

Noncontrolling interests in the subsidiaries of the Company are ordinarily reported on the balance sheet within shareholders’ equity, separately from the Company’s equity.

However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity.

Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the balance sheet.

In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest.

The Company is party to fair value put and call arrangements with respect to these interests.

These put and call arrangements allow management of these businesses to require the Company to purchase their interests or allow the Company to acquire such interests at fair value, respectively.

The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement.

These put and call arrangements become exercisable by the Company and the counter-party at various dates in the future.

These put arrangements are exercisable by the counter-party outside the control of the Company.

Accordingly, to the extent that the redemption amount of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to the redemption amount with a corresponding adjustment to additional paid-in capital.

During the year ended December 31, 2021, the remaining redeemable non-controlling interest was exercised for which the Company had recorded an adjustment of $ 0.4 million to increase this interest to its redemption amount.

Adjustments to this interest required high levels of judgment and were based on various valuation techniques, including market comparables and discounted cash flow projections.

Certain Risks and Concentrations

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Cash and cash equivalents are maintained with financial institutions and are in excess of any applicable third-party insurance limits, such as the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted by the Company

There are no recently issued accounting pronouncements adopted by the Company during the year ended December 31, 2023.

Accounting Standards Update (“ASU”) No.

2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No.

2023-07 , which is intended to provide users of financial statements with more decision-useful information about reportable segments of a public business entity, primarily through enhanced disclosures of significant segment expenses.

The Company adopted ASU No.

2023-07 effective for the fiscal year beginning January 1, 2024 and applied the new guidance retrospectively to all prior periods presented in the financial statements.

See “ Note 9—Segment Information ” for additional information on the impact to the Company.

Recent Accounting Pronouncements Not Yet Adopted by the Company

ASU 2023-07— Segment Reporting (Topic 280)— Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 , which is intended to provide users of financial statements with more decision-useful information about reportable segments of a public business entity, primarily through enhanced disclosures of significant segment expenses.

This ASU requires annual and interim disclosures of significant expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss and an amount and description of its composition of other segment items.

The provisions of this ASU also require entities to include all annual disclosures required by Topic 280 in the interim periods and permits entities to include multiple measures of a segment's profit or loss if such measures are used by the CODM to assess segment performance and determine allocation of resources, provided that at least one of those measures is determined in a way that is consistent with the measurement principles under GAAP.

The amendments in ASU 2023-07 apply retrospectively and is effective for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024.

Early adoption is permitted.

The Company does not plan to early adopt and is currently assessing the impact of adopting the updated guidance on the financial statements.

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ASU 2023-09— Income Taxes (Topic 740)— Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which establishes required categories and a quantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of income taxes paid.

The guidance’s annual requirements are effective for the Company beginning with the December 31, 2025 reporting period.

Early adoption is permitted and prospective disclosure should be applied, however, retrospective disclosure is permitted.

The Company is currently assessing the pronouncement and its impact on its income tax disclosures, but it does not impact the Company’s results of operations, financial condition, or cash flows.

2023-09— Income Taxes (Topic 740)— Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No.

2023-09, which establishes required categories and a quantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of income taxes paid.

The guidance’s annual requirements are effective for the Company beginning with the reporting period for the fiscal year ending December 31, 2025.

Early adoption is permitted and ASU No.

2023-09 may be applied either prospectively or retrospectively.

The Company is currently assessing ASU No.

2023-09, its impact on its income tax disclosures, and the method of adoption.

2023-09 does not affect the Company’s results of operations, financial condition or cash flows.

The Company does not plan to adopt ASU No.

2023-09 early.

2024-03— Income Statement-Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No.

2024-03, which is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as purchases of inventory, employee compensation, depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

2024-03 also requires disclosure of the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses.

2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027.

Early adoption is permitted and ASU No.

2024-03 may be applied either prospectively or retrospectively.

The Company is currently assessing ASU No.

2024-03 and its impact on its disclosures, and the timing and method of adoption.

2024-03 does not affect the Company's results of operations, financial condition or cash flows.

NOTE 3— FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value Measurements

Instruments measured at fair value on a recurring basis

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

December 31, 2024

Quoted Market Prices for Identical Assets in Active Markets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Total

Level 1 Level 2 Level 3 Total

(In thousands)

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Money market funds $ 346,824 $ — $ — $ 346,824

Treasury discount notes — 74,802 — 74,802

Total $ 346,824 $ — $ — $ 346,824

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December 31, 2023

Quoted Market Prices for Identical Assets in Active Markets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Total

Level 1 Level 2 Level 3 Total

(In thousands)

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Money market funds $ 215,891 $ — $ — $ 215,891

Treasury discount notes — 24,961 — 24,961

Treasury bills — 74,802 — 74,802

Total $ 215,891 $ 74,802 $ — $ 290,693

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The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $ 445.0 million and $ 418.1 million at December 31, 2024 and December 31, 2023, respectively.

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NOTE 4— GOODWILL AND INTANGIBLE ASSETS

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Intangible assets with indefinite lives 167,662 170,773

Intangible assets with definite lives, net of accumulated amortization — 7,958

Total goodwill and intangible assets, net $ 1,051,102 $ 1,056,820

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Total goodwill $ 886,047 $ ( 2,607 ) $ 883,440

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2023:

Balance at December 31, 2021 Deductions Reporting Unit Allocation Adjustment Impairments Foreign

Balance at December 31, 2022 Foreign

Translation Balance at December 31, 2023

(In thousands)

North America $ 843,193 $ ( 816 ) $ ( 841,800 ) $ — $ ( 577 ) $ —

Europe 72,846 — ( 61,334 ) — ( 11,512 ) —

Ads and Leads $ 761,133 $ — $ 761,133

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International 70,619 3,098 73,717

Total 916,039 ( 816 ) ( 26,005 ) — ( 6,269 ) 882,949

Roofing (included in discontinued operations) — — 26,005 ( 26,005 ) — —

Total goodwill $ 882,949 $ 3,098 $ 886,047

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Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions.

At December 31, 2023 and 2022, intangible assets with definite lives are as follows:

December 31, 2023

Amount Accumulated

Amortization Net Weighted-Average

(Dollars in thousands)

Technology $ 82,234 $ ( 82,234 ) $ — 5.5

Service professional relationships 5,619 ( 5,619 ) — 2.5

Trade names 1,376 ( 1,376 ) — 5.0

Total $ 89,229 $ ( 89,229 ) $ — 5.3

December 31, 2022

Intangible assets with definite lives were fully amortized during the year ended December 31, 2023.

At both December 31, 2024 and 2023, intangible assets with definite lives are as follows:

Amount Accumulated

2 unchanged sentences

Technology $ 82,234 $ ( 82,234 ) $ — 5.5

Service professional relationships 95,858 ( 95,858 ) — 3.0

Professional relationships 5,619 ( 5,619 ) — 2.5

Trade names 1,376 ( 1,376 ) — 5.0

Total $ 89,229 $ ( 89,229 ) $ — 5.3

The decreases in gross carrying amount and accumulated amortization of intangible assets from December 31, 2022 was due primarily to the retirement of certain fully amortized service professional relationships within Ads and Leads of $ 90.5 million as these assets are no longer in use.

See “ Note 2—Summary of Significant Accounting Policies ” for further discussion of the Company’s assessments of impairment of goodwill and indefinite-lived intangible assets.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5— LEASES

16 unchanged sentences

The following table presents the net lease expense within the statement of operations:

Years Ended December 31,

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

Lease Expense Statement of Operations Classification 2024 2023 2022

11 unchanged sentences

Net lease expense $ 18,124 $ 17,395 $ 19,387

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

________________________________

1 unchanged sentence

Maturities of lease liabilities as of December 31, 2024 (b) are summarized below:

Years Ending December 31:

Year Ending December 31:

(In thousands)

4 unchanged sentences

________________________________

(b) At December 31, 2023 there were no legally binding minimum lease payments for leases signed but not yet commenced.

(b) At December 31, 2024 there were $ 1.3 million in legally binding minimum lease payments for leases signed but not yet commenced.

The following are the weighted average assumptions used for lease term and discount rate:

2 unchanged sentences

The following is the supplemental cash flow information:

Years Ended December 31,

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

2024 2023 2022

12 unchanged sentences

Total long-term debt, net $ 496,840 $ 496,047

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ANGI Group Senior Notes

ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi Inc., issued the ANGI Group Senior Notes were issued on August 20, 2020.

ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi, issued the ANGI Group Senior Notes on August 20, 2020.

These notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

1 unchanged sentence

2024 100.969 %

2025 and thereafter 100.000 %

The indenture governing the ANGI Group Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio exceeds 3.75 to 1.0, provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture.

At December 31, 2023, there were no limitations pursuant thereto.

ANGI Group Revolving Facility

The $ 250 million ANGI Group Revolving Facility, which otherwise would have expired on November 5, 2023, was terminated effective August 3, 2021.

No amounts were ever drawn under the ANGI Group Revolving Facility prior to its termination.

ANGI Group Term Loan

During 2021, ANGI Group prepaid the remaining balance of $ 220.0 million of the ANGI Group Term Loan principal, which otherwise would have matured on November 5, 2023.

At December 31, 2024 and 2023, there were no limitations pursuant thereto.

NOTE 7— SHAREHOLDERS’ EQUITY

Description of Class A Common Stock, Class B Convertible Common Stock and Class C Common Stock

Except as described herein, shares of Angi Inc.

Class A common stock, Class B common stock and Class C common stock are identical.

Except as described herein, shares of the Company’s Class A common stock, Class B common stock and Class C common stock are identical.

Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.

2 unchanged sentences

Holders of the Company’s Class A common stock, Class B common stock and Class C common stock do not have cumulative voting rights in the election of directors.

Shares of Angi Inc.

Class B common stock are convertible into shares of our Class A common stock at the option of the holder at any time on a share for share basis.

Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of Angi Inc.

by means of a stock dividend on, or a stock split or combination of, our outstanding Class A common stock or Class B common stock, or in the event of any merger, consolidation or other reorganization of Angi Inc.

with another corporation.

Upon the conversion of a share of our Class B common stock into a share of our Class A common stock, the applicable share of Class B common stock will be retired and will not be subject to reissue.

Shares of Class A common stock and Class C common stock have no conversion rights.

The holders of shares of Angi Inc.

Class A common stock, Class B common stock and Class C common stock are entitled to receive, share for share, such cash dividends as may be declared by Angi Inc.

Board of Directors out of funds legally available therefor.

In the event of a liquidation, dissolution or winding up, holders of the Company’s Class A common stock,

Shares of the Company’s Class B common stock are convertible into shares of our Class A common stock at the option of the holder at any time on a share for share basis.

Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of the Company by means of a stock dividend on, or a stock split or combination of, the Company’s outstanding Class A common stock or Class B common stock, or in the event of any merger, consolidation or other

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Class B common stock and Class C common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock.

reorganization of the Company with another corporation.

Upon the conversion of a share of our Class B common stock into a share of our Class A common stock, the applicable share of Class B common stock will be retired and will not be subject to reissue.

Shares of Class A common stock and Class C common stock have no conversion rights.

The holders of shares of the Company’s Class A common stock, Class B common stock and Class C common stock are entitled to receive, share for share, such cash dividends as may be declared by the Company’s board of directors out of funds legally available therefor.

In the event of a liquidation, dissolution or winding up, holders of the Company’s Class A common stock, Class B common stock and Class C common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock.

At December 31, 2024, IAC holds all 422.0 million outstanding shares of the Company’s Class B common stock, and 2.6 million outstanding shares of the Company’s Class A common stock, in total representing approximately 85.3 % economic interest and 98.3 % voting interest in the Company.

In the event that Angi Inc.

issues or proposes to issue any shares of Angi Inc.

Class A common stock, Class B common stock or Class C common stock (with certain limited exceptions), including shares issued upon the exercise, conversion or exchange of options, warrants and convertible securities, IAC will generally have a purchase right that permits it to purchase for fair market value, as defined in the agreement, up to such number of shares of the same class as the issued shares as would (i) enable IAC to maintain the same ownership interest in the Company that it had immediately prior to such issuance or proposed issuance, with respect to issuances of our voting capital stock, or (ii) enable IAC to maintain ownership of at least 80.1 % of each class of the Company’s non-voting capital stock, with respect to issuances of our non-voting capital stock.

In the event that the Company issues or proposes to issue any shares of the Company’s Class A common stock, Class B common stock or Class C common stock (with certain limited exceptions), including shares issued upon the exercise, conversion or exchange of options, warrants and convertible securities, IAC will generally have a purchase right that permits it to purchase for fair market value, as defined in the agreement, up to such number of shares of the same class as the issued shares as would (i) enable IAC to maintain the same ownership interest in the Company that it had immediately prior to such issuance or proposed issuance, with respect to issuances of our voting capital stock, or (ii) enable IAC to maintain ownership of at least 80.1 % of each class of the Company’s non-voting capital stock, with respect to issuances of our non-voting capital stock.

Reserved Common Shares

In connection with outstanding awards under our equity compensation plans, 42.9 million shares of Angi Inc.

Class A common stock are reserved for future issuances at December 31, 2023.

In connection with outstanding awards under our equity compensation plans, 61.5 million shares of the Company’s Class A common stock are reserved for future issuances at December 31, 2024.

Common Stock Repurchases

On March 9, 2020, the Board of Directors of Angi Inc.

authorized the Company to repurchase up to 20 million shares of its common stock.

During the fourth quarter of 2023, Angi Inc.

put in place a share repurchase plan with the intent of utilizing the remaining shares in its stock repurchase authorization.

On March 9, 2020, the board of directors of the Company authorized the Company to repurchase up to 20 million shares of its common stock.

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”).

The plan is subject to price and volume limitations.

During the years ended December 31, 2023, 2022, and 2021, the Company repurchased 4.4 million, 1.0 million, and 3.2 million of Angi Inc.

common stock for aggregate consideration, on a trade date basis, of $ 11.1 million, $ 8.1 million, and $ 35.4 million, respectively.

At December 31, 2023, the Company has approximately 10.6 million shares remaining in its share repurchase authorization.

NOTE 8— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of accumulated other comprehensive income (loss), which exclusively consists of foreign currency translation adjustment:

As of August 19, 2024, the Company had no shares remaining under the 2020 Share Authorization.

During the years ended December 31, 2024, 2023, and 2022, the Company repurchased 12.5 million, 4.4 million, and 1.0 million shares for aggregate consideration, on a trade date basis, of $ 28.4 million, $ 11.1 million, and $ 8.1 million, respectively.

At December 31, 2024, the Company has approximately 23.1 million shares remaining in the 2024 Share Authorization.

NOTE 8— ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table presents the components of accumulated other comprehensive (loss) income, which exclusively consists of foreign currency translation adjustment:

Years Ended December 31,

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Balance at January 1 $ 1,187 $ ( 1,172 ) $ 3,309

Other comprehensive income (loss) 2,359 ( 4,481 ) ( 1,328 )

Other comprehensive (loss) income ( 3,682 ) 2,359 ( 4,481 )

Balance at December 31 $ ( 2,495 ) $ 1,187 $ ( 1,172 )

There were no items reclassified out of accumulated other comprehensive income (loss) into earnings during the years ended December 31, 2023, 2022, and 2021.

At December 31, 2023, 2022, and 2021, there was no tax benefit or provision on the accumulated other comprehensive income (loss).

NOTE 9— SEGMENT INFORMATION

The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the CODM’s view of the businesses.

In addition, the Company considers how the businesses are organized as to segment management and the focus of the businesses with regards to the types of services or products offered or the target market.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There were no items reclassified out of accumulated other comprehensive (loss) income into earnings during the years ended December 31, 2024, 2023, and 2022.

At December 31, 2024, 2023, and 2022, there was no tax benefit or provision on the accumulated other comprehensive (loss) income.

NOTE 9— SEGMENT INFORMATION

The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker’s (“CODM”) view of the businesses.

The Executive Committee, which is comprised of the CEO of the Company and the Chairman of the Company’s board of directors, is the CODM of the Company.

In addition, the Company considers the organization of its businesses in terms of segment management and the focus of the businesses with regards to the types of services or products offered or the target market.

Disaggregated Revenue

The following table presents revenue by reportable segment:

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

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The following table presents the revenue of the Company’s segments disaggregated by type of service:

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

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Consumer connection revenue 106,324 92,635 71,851

Service professional membership subscription revenue 22,548 28,192 32,367

Advertising and other revenue 624 995 1,242

Membership subscription revenue 21,709 22,548 28,192

Other revenue 957 624 995

Total International revenue 128,990 115,807 101,038

Total revenue $ 1,185,112 $ 1,358,748 $ 1,764,355

Geographic information about revenue and long-lived assets is presented below.

Years Ended December 31,

2023 2022 2021

(In thousands)

United States $ 1,242,092 $ 1,660,373 $ 1,514,930

All other countries 116,656 103,982 104,387

Total $ 1,358,748 $ 1,764,355 $ 1,619,317

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2023 December 31, 2022

(In thousands)

Long-lived assets (excluding goodwill and intangible assets):

United States $ 145,710 $ 199,744

All other countries 9,788 9,128

Total $ 155,498 $ 208,872

The following tables present operating income (loss) and Adjusted EBITDA by reportable segment:

Years Ended December 31,

Segment Expenses

The following table presents the significant expenses included in the Company’s segment reporting performance measure, Segment Adjusted EBITDA, that are regularly provided to the CODM:

Year Ended December 31,

2024 2023 2022

(In thousands)

Operating income (loss):

Ads and Leads $ 50,043 $ 85,593 $ 65,485

Services ( 23,450 ) ( 95,166 ) ( 63,984 )

Corporate ( 61,377 ) ( 61,794 ) ( 56,196 )

International 8,286 ( 4,253 ) ( 13,222 )

Total $ ( 26,498 ) $ ( 75,620 ) $ ( 67,917 )

Years Ended December 31,

Consumer marketing expense (b)

$ 309,139 $ 435,620 $ 520,744

(In thousands)

Adjusted EBITDA (a) :

Ads and Leads $ 147,357 $ 168,952 $ 136,260

Services 8,123 ( 52,126 ) ( 48,203 )

Corporate ( 50,076 ) ( 49,866 ) ( 46,066 )

Professional acquisition expense (c)

233,645 274,209 296,374

Fixed expense (d)

206,687 212,837 226,030

Variable expense (e)

124,150 155,776 218,644

Cost of revenue (f)

53,139 59,095 334,565

Total Domestic expenses 926,760 1,137,537 1,596,357

International

Total $ 118,478 $ 66,479 $ 35,376

(a) The Company’s primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating income (loss) 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.

We consider operating income (loss) to be the financial measure calculated and presented in accordance with GAAP that is most directly comparable to our segment reporting performance measure, Adjusted EBITDA.

The following tables reconcile operating income (loss) for the Company’s reportable segments and net loss attributable to Angi Inc.

shareholders to Adjusted EBITDA:

Fixed expense (d)

51,393 48,422 46,064

Professional acquisition expense (c)

22,326 21,769 21,418

Variable expense (e)

19,533 16,184 10,902

Consumer marketing expense (b)

15,346 12,906 20,304

Cost of revenue (f)

4,439 3,452 2,831

Total International expenses 113,037 102,733 101,519

Total expenses $ 1,039,797 $ 1,240,270 $ 1,697,876

_____________________

(a) Domestic expenses are provided in total to the CODM rather than at the segment level.

(b) Consumer marketing expense includes (i) advertising expenditures to promote the brand to consumers 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, excluding stock-based compensation, and other employee-related costs for consumer marketing personnel and (iii) outsourced personnel costs.

(c) Professional acquisition expense includes (i) advertising expenditures to promote the brand to professionals with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to the brands within the Angi segment, and app platforms, and (b) offline marketing, which is primarily television, streaming and radio advertising and (ii) compensation expense, excluding stock-based compensation, and other employee-related costs for professional acquisition sales and marketing personnel.

(d) Fixed expense includes (i) compensation expense, excluding stock-based compensation, and other employee-related costs for personnel engaged in (a) the design, development, testing, and enhancement of product offerings and related technology and (b) executive management, finance, legal, tax, marketing and human resources functions, (ii) software license and maintenance costs, (iii) rent expense and facilities costs (including impairments of ROU assets), (iv) fees for professional services and (iv) outsourced personnel costs for personnel engaged in product development.

(e) Variable expense includes (i) compensation expense, excluding stock-based compensation, and other employee-related costs for personnel engaged in customer service functions, (ii) provision for credit losses, (iii) outsourced personnel costs for personnel engaged in assisting in customer service functions and (iv) service guarantee expense.

(f) Cost of revenue consists primarily of (i) credit card processing fees, (ii) hosting fees and (iii) payments made to independent third-party professionals who perform work.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Segment Reporting Performance Measure and Reconciliations

Adjusted EBITDA is the Company’s primary financial and GAAP segment measure.

Adjusted EBITDA is defined as operating income excluding:

(1) stock-based compensation expense;

(2) depreciation;

and (3) acquisition-related items consisting of, if applicable, (i) amortization of intangible assets and impairments of goodwill and intangible assets and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.

Adjusted EBITDA is the segment reporting performance measure used by the CODM as one of the metrics by which we evaluate the performance of the Company and our internal budgets are based and may impact management compensation.

The following table presents a summary of Segment Adjusted EBITDA:

Year Ended December 31,

Operating Income (Loss) Stock-Based

Compensation Expense Depreciation Amortization

of Intangibles Adjusted

2024 2023 2022

(In thousands)

Segment Adjusted EBITDA

Ads and Leads $ 180,334 $ 147,357 $ 168,952

Services 4,469 8,123 ( 52,126 )

Corporate ( 61,377 ) 11,301 — — ( 50,076 )

( 55,441 ) ( 50,076 ) ( 49,866 )

Total Domestic 129,362 105,404 66,960

International 15,953 13,074 ( 481 )

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 )

Total Segment Adjusted EBITDA $ 145,315 $ 118,478 $ 66,479

The following table reconciles total Segment Adjusted EBITDA to earnings (loss) from continuing operations before income taxes:

Year Ended December 31,

Operating Income (Loss) Stock-Based

Compensation Expense Depreciation Amortization

of Intangibles Adjusted

2024 2023 2022

(In thousands)

Ads and Leads $ 85,593 $ 19,972 $ 52,737 $ 10,650 $ 168,952

Services ( 95,166 ) 18,012 21,904 3,124 ( 52,126 )

Corporate ( 61,794 ) 11,928 — — ( 49,866 )

International ( 4,253 ) 890 2,882 — ( 481 )

Total ( 75,620 ) $ 50,802 $ 77,523 $ 13,774 $ 66,479

Total Segment Adjusted EBITDA $ 145,315 $ 118,478 $ 66,479

Stock-based compensation expense ( 34,778 ) ( 43,414 ) ( 50,802 )

Depreciation ( 86,052 ) ( 93,604 ) ( 77,523 )

Amortization of intangibles ( 2,600 ) ( 7,958 ) ( 13,774 )

Interest expense ( 20,169 ) ( 20,137 ) ( 20,107 )

Other income, net 18,361 18,427 1,169

Loss from continuing operations before income taxes ( 94,558 )

Income tax benefit 5,390

Net loss from continuing operations ( 89,168 )

Loss from discontinued operations, net of tax ( 38,814 )

Net loss ( 127,982 )

Net earnings attributable to noncontrolling interests ( 468 )

Net loss attributable to Angi Inc.

shareholders $ ( 128,450 )

Earnings (loss) from continuing operations before income taxes $ 20,077 $ ( 28,208 ) $ ( 94,558 )

_____________________

(g) Other comprises unallocated corporate expenses.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capital Expenditures

The following table presents capital expenditures by as viewed by the CODM:

Year Ended December 31,

Operating Income (Loss) Stock-Based

Compensation Expense Depreciation Amortization

of Intangibles Adjusted

2024 2023 2022

(In thousands)

Capital expenditures:

Ads and Leads $ 48,139 $ 44,692 $ 76,786

Services 2,337 2,551 35,833

Corporate ( 56,196 ) 10,121 — 9 ( 46,066 )

International 16 537 2,860

Total $ 50,492 $ 47,780 $ 115,479

Interest expense ( 23,485 )

Other expense, net ( 2,510 )

Loss from continuing operations before income taxes ( 93,912 )

Income tax benefit 29,894

Net loss from continuing operations ( 64,018 )

Loss from discontinued operations, net of tax ( 6,476 )

Net loss ( 70,494 )

Net earnings attributable to noncontrolling interests ( 884 )

Net loss attributable to Angi Inc.

shareholders $ ( 71,378 )

The following table presents capital expenditures by reportable segment:

Years Ended December 31,

Asset information is not provided to the Company’s CODM as that information is not used in the allocation of resources or in assessing the performance of the Company’s segments.

Geographic Information

Geographic information about revenue and long-lived assets is presented below.

Revenue by geography is based on where the customer is located.

Year Ended December 31,

2024 2023 2022

(In thousands)

Capital expenditures:

Ads and Leads $ 44,692 $ 76,786 $ 50,026

Services 2,551 35,833 17,439

International 537 2,860 2,444

United States $ 1,055,841 $ 1,242,092 $ 1,660,373

All other countries 129,271 116,656 103,982

Total $ 1,185,112 $ 1,358,748 $ 1,764,355

December 31, 2024 December 31, 2023

(In thousands)

Long-lived assets (excluding goodwill and intangible assets):

United States $ 104,290 $ 145,710

All other countries 5,692 9,788

Total $ 109,982 $ 155,498

NOTE 10— STOCK-BASED COMPENSATION

The Company currently has one active stock plan, which became effective on September 29, 2017 (“the Combination”).

The 2017 plan (“the Plan”) covers stock options, stock appreciation rights and RSU awards, including those that are linked to the achievement of the Company’s stock price, known as market-based awards (“MSUs”) and those that are linked to the achievement of a performance target, known as performance-based awards (“PSUs”), denominated in shares of Angi Inc.

common stock, as well as provides for the future grant of these and other equity awards.

The Company currently has one active stock plan, which became effective on September 29, 2017 (the date of “the Combination”).

The 2017 plan (“the Plan”) covers stock options, stock appreciation rights and restricted stock unit awards (“RSUs”), including those that are linked to the achievement of the Company’s stock price, known as market-based awards (“MSUs”) and those that are linked to the achievement of a performance target, known as performance-based awards (“PSUs”), denominated in shares of Angi common stock, as well as provides for the future grant of these and other equity awards.

The Plan authorizes the Company to grant awards to its employees, officers, directors and consultants.

1 unchanged sentence

The Plan has a stated term of ten years , and provides that the exercise price of stock options and stock appreciation rights granted will not be less than the market price of the Company’s common stock on the grant date.

The Plan does not specify grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi Inc.

Board of Directors (the “Committee”).

Each grant agreement reflects the grant date and vesting schedule for that particular grant as determined by the Committee.

Stock options and stock appreciation rights granted under the Plan generally

The Plan does not specify

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

vest in equal annual installments over a four-year period from the grant date.

grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi board of directors (the “Committee”).

Each grant agreement reflects the grant date and vesting schedule for that particular grant as determined by the Committee.

Stock options and stock appreciation rights granted under the Plan generally vest in equal annual installments over a four-year period from the grant date.

RSU awards granted under the Plan generally vest either in one installment over a three-year period, in equal annual installments over a four-year period, or a three-year graded schedule (installments of 57 % in first year, 29 % in second year, and 14 % in last year), in each case, from the grant date.

1 unchanged sentence

Stock-based compensation expense recognized in the statement of operations includes expense related to:

(i) the Company’s RSUs, stock options and stock appreciation rights;

(ii) equity instruments denominated in shares of its subsidiaries;

(i) the Company’s RSUs, including MSUs and PSUs, and stock options and stock appreciation rights;

(ii) equity instruments denominated in shares of one of its subsidiaries;

and (iii) IAC denominated restricted stock.

4 unchanged sentences

The total income tax benefit recognized in the statement of operations for the years ended December 31, 2024, 2023, and 2022 related to all stock-based compensation is $ 2.1 million, $ 2.9 million, $ 3.6 million, respectively.

The aggregate income tax benefit/(detriment) recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2023, 2022, and 2021 is $ 0.1 million, $( 0.3 ) million, and $ 10.8 million, respectively.

The aggregate income tax benefit/(detriment) recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2024, 2023, and 2022 is less than $( 0.1 ) million, $ 0.1 million, and $( 0.3 ) million, respectively.

There may be some delay in the timing of the realization of the cash benefit of the income tax deductions related to stock-based compensation because it will be dependent upon the amount and timing of future taxable income and the timing of estimated income tax payments.

Restricted Stock Units, Market-based Stock Units and Performance-based Stock Units

RSUs, MSUs, and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Angi Inc.

common stock and with the value of each RSU and PSU equal to the fair value of Angi Inc.

common stock at the date of grant.

The value of each MSU is estimated using a lattice model that incorporates a Monte Carlo simulation of Angi Inc.’s stock price.

RSUs, MSUs, and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Angi common stock and with the value of each RSU and PSU equal to the fair value of Angi common stock at the date of grant.

The value of each MSU is estimated using a lattice model that incorporates a Monte Carlo simulation of Angi’s stock price.

Each RSU, MSU, and PSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests.

MSUs also include market-based vesting, tied to the stock price of Angi Inc.

before an award vests and PSUs include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests.

For RSU grants, the expense is measured at the grant date as the fair value of Angi Inc.

common stock and expensed as stock-based compensation over the vesting term.

MSUs also include market-based vesting, tied to the stock price of Angi before an award vests and PSUs include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests.

For RSU grants, the expense is measured at the grant date as the fair value of Angi common stock and expensed as stock-based compensation over the vesting term.

For MSU grants, the expense is measured using a lattice model and expensed as stock-based compensation over the requisite service period.

For PSU grants, the expense is measured at the grant date as the fair value of Angi Inc.

common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.

For PSU grants, the expense is measured at the grant date as the fair value of Angi common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.

Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2024 and changes during the year ended December 31, 2024 are as follows:

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___________________________

(a) Included in the table are MSUs and PSUs which vests in varying amounts depending upon certain market or performance conditions.

(a) Included in the table are MSUs and PSUs which vest in varying amounts depending upon certain market or performance conditions.

The MSUs and PSUs in the table above includes these awards at their maximum potential payout.

In 2019, the Company granted certain MSUs that were liability-classified stock-settled awards with a market condition.

The fair value of these awards were subject to remeasurement each reporting period until settlement of the award occurred in 2021.

The total expense related to these awards recognized was $ 10.4 million, equal to the number of shares vested based on the fair value of Angi Inc.

common stock on the settlement date.

The weighted average fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 based on market prices of Angi Inc.

common stock on the grant date was $ 2.53 , $ 4.95 , and $ 12.73 , respectively.

The weighted average fair value of MSUs granted during the years ended December 31, 2023, 2022, and 2021 based on the lattice model, was $ 2.51 , $ 6.39 , and $ 14.39 , respectively.

There were no PSUs granted during the years ended December 31, 2023 and 2022.

The weighted average fair value of PSUs granted during the year ended December 31, 2021, based on market prices of Angi Inc.

common stock on the grant date, was $ 13.51 .

The weighted average fair values of RSUs granted during the years ended December 31, 2024 and 2023 based on market prices of Angi common stock on the grant date were both $ 2.53 .

The weighted average fair value of RSUs granted during the year ended December 31, 2022 based on market prices of Angi common stock on the grant date was $ 4.95 .

The total fair value of RSUs that vested during the years ended December 31, 2024, 2023, and 2022 was $ 21.7 million, $ 15.5 million and $ 20.8 million, respectively.

The total fair value of MSUs that vested during the years ended December 31, 2023 and 2021 was $ 0.1 million and $ 2.1 million, respectively.

The weighted average fair value of MSUs granted during the years ended December 31, 2024, 2023, and 2022 based on the lattice model, was $ 2.27 , $ 2.51 , and $ 6.39 , respectively.

The total fair value of MSUs that vested for the years ended December 31, 2024 and 2023 was $ 0.1 million and $ 0.1 million, respectively.

There were no MSUs that vested during the year ended December 31, 2022.

There were no PSUs that vested during the year ended December 31, 2023.

The total fair value of PSUs that vested during the years ended December 31, 2022, and 2021 was $ 0.1 million, and $ 3.6 million, respectively.

There were no PSUs granted during the years ended December 31, 2024, 2023 and 2022.

There were no PSUs that vested during the years ended December 31, 2024 and 2023.

The total fair value of PSUs that vested during the year ended December 31, 2022 was $ 0.1 million.

Stock Options and Stock Appreciation Rights

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Exercisable 351 $ 10.25 2.3 $ —

The aggregate intrinsic value in the table above represents the difference between Angi Inc.

closing stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money awards that would have been exercised had all award holders exercised their awards on December 31, 2023.

There were no stock options or stock appreciation rights exercised during the year ended December 31, 2023.

The total intrinsic value of awards exercised during the years ended December 31, 2022 and 2021 is $ 1.3 million and $ 103.8 million, respectively.

The outstanding and exercisable stock options and stock appreciation rights at December 31, 2024 had no aggregate intrinsic value because the Angi closing stock price on the last trading day of 2024 did not exceed the exercise price of any of the outstanding awards.

There were no stock options or stock appreciation rights exercised during the years ended December 31, 2024 and 2023.

The total intrinsic value of awards exercised during the year ended December 31, 2022 is $ 1.3 million.

AND SUBSIDIARIES

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Awards Outstanding & Exercisable

Range of Exercise Prices Outstanding

Range of Exercise Prices Outstanding and Exercisable

December 31, 2024

Weighted Average

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There were no stock options or stock appreciation rights granted by the Company for the years ended December 31, 2024, 2023, and 2022.

In connection with the Combination, the previously issued HomeAdvisor (US) stock appreciation rights were converted into Angi Inc.

equity awards resulting in a modification charge.

There were no charges included in stock-based compensation expense in the years ended December 31, 2023 and 2022 and charges of $ 0.9 million for the year ended December 31, 2021 related to these modified awards.

No cash was received from stock option exercises during the years ended December 31, 2023, 2022 and 2021 because they were net settled in shares of Angi Inc.

common stock.

The Company currently settles all equity awards on a net basis with the Company remitting withholding taxes on behalf of the employee or on a gross basis with the Company issuing a sufficient number of Class A shares to cover the withholding taxes.

In addition, at IAC’s option, certain awards can be settled in either Class A shares of Angi Inc.

or shares of IAC common stock.

If settled in IAC common stock, Angi Inc.

reimburses IAC in either cash or through the issuance of Class A shares to IAC.

Assuming all of the stock appreciation rights outstanding on December 31, 2023 were net settled on that date, ANGI would have issued no Class A shares (either to award holders or to IAC as reimbursement) and ANGI would have remitted nothing in cash for withholding taxes (assuming a 50 % withholding rate).

No cash was received from stock option exercises during the year ended December 31, 2022 because they were net settled in shares of the Company’s common stock.

The Company settles all equity awards either on a net basis with the Company remitting withholding taxes on behalf of the employee or on a gross basis with the Company issuing a sufficient number of Class A shares to cover the withholding taxes.

In addition, at IAC’s option, certain awards can be settled in either Class A shares of the Company or shares of IAC common stock.

If settled in IAC common stock, the Company reimburses IAC in either cash or through the issuance of Class A shares to IAC.

Assuming all of the stock appreciation rights outstanding on December 31, 2024 were net settled on that date, ANGI would have issued no Class A shares (either to award holders or to IAC as reimbursement) and ANGI would have remitted nothing in cash for withholding taxes (assuming a 50 % withholding rate) as all stock appreciation rights outstanding are out of the money.

Assuming all other ANGI equity awards outstanding on December 31, 2024, were net settled on that date, including stock options, RSUs and subsidiary denominated equity described below, ANGI would have issued 15.3 million Class A shares and would have remitted $ 24.1 million in cash for withholding taxes (assuming a 50 % withholding rate).

Equity Instruments Denominated in the Shares of Certain Subsidiaries

has granted stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees and management of those subsidiaries.

These equity awards vest over a period of years, which is typically four years .

The value of the stock appreciation rights is tied to the value of the common stock of these subsidiaries, which is determined by the Company using a variety of valuation techniques including a combination of market based and discounted cash flow valuation methodologies.

Equity Instruments Denominated in the Shares of a Subsidiary

Angi has granted stock appreciation rights denominated in the equity of a non-publicly traded subsidiary to employees and management of that subsidiary.

These equity awards vest over a period of years, which is typically three to four years .

The value of the stock appreciation rights is tied to the value of the common stock of the subsidiary, which is determined by the Company using a variety of valuation techniques including a combination of market based and discounted cash flow valuation methodologies.

Accordingly, these interests only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price.

These interests can have significant value in the event of significant appreciation.

The fair value of these interests is generally determined by the board of directors of the applicable subsidiary when settled, which will occur at various dates through 2027 and are ultimately settled in IAC common stock or Angi Inc.

Class A common stock, at IAC’s election.

The fair value of these interests is generally determined by the board of directors of the subsidiary when settled, which will occur at various dates through 2028 and are ultimately settled in IAC common stock or Angi Class A common stock, at IAC’s election.

These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares equal to the intrinsic value of the award at exercise less an amount equal to the required cash tax withholding payment.

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The plans under which these awards are granted establish specific settlement dates or liquidity events for which the valuation of the relevant subsidiary is determined for purposes of settlement of the awards.

IAC Denominated Stock-based Awards

On November 5, 2020, IAC entered into a ten-year employment agreement and a Restricted Stock Agreement (“RSA Agreement”) with Joseph Levin, IAC’s CEO.

The RSA Agreement provided for a grant of 3.0 million shares of IAC restricted common stock.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On January 13, 2025, IAC and Joseph Levin, CEO of IAC and Chairman of Angi, entered into an Employment Transition Agreement (the “Agreement”) pursuant to which the Employment Agreement, by and between Mr.

Levin and IAC, dated November 5, 2020 (“Employment Agreement”), and the Amended and Restated RSA, dated June 7, 2021 were terminated, except as provided in Section 6 of the RSA Agreement.

As a result, the 3.0 million shares of IAC restricted stock granted to Mr.

Levin pursuant to the RSA Agreement were forfeited by Mr.

Accordingly, the cumulative previously recognized stock-based compensation expense of $ 10.2 million recognized by Angi, with respect to the restricted stock will be reversed in the quarter ending March 31, 2025.

The expense recognized by Angi was attributable to the period from October 10, 2023 through April 8, 2024 when Mr.

Levin served as CEO of Angi.

NOTE 11— BENEFIT PLANS

The Company’s employees in the U.S.

can elect to participate in a retirement savings program offered by IAC, which is qualified under Section 401(k) of the Internal Revenue Code.

Under the IAC Inc.

Retirement Savings Plan (the “IAC Plan”), participating employees may contribute up to 50 % of their eligible compensation, but not more than statutory limits.

The Company matches fifty cents for each dollar a participant contributes in the IAC Plan, with a maximum contribution of 3 % of a participant’s eligible earnings.

The IAC Plan limits Company matching contributions to $ 10,000 per participant on an annual basis.

Matching contributions under the IAC Plan for the years ended December 31, 2023, 2022, and 2021 were $ 8.1 million, $ 9.3 million, and $ 8.3 million, respectively.

can elect to participate in a retirement savings program offered by IAC, the IAC Inc.

Retirement Savings Plan (“IAC Plan”), that qualifies under Section 401(k) of the Internal Revenue Code.

Under the IAC Plan, participating employees may contribute up to 50 % of their eligible compensation, but not more than statutory limits.

The Company matches fifty cents for each dollar a participant contributes to the IAC Plan, with a maximum contribution of 3 % of a participant’s eligible earnings.

The IAC Plan generally limits Company matching contributions to $ 10,000 per participant on an annual basis.

Matching contributions to the IAC Plan for the years ended December 31, 2024, 2023, and 2022 were $ 7.6 million, $ 8.1 million, and $ 9.3 million, respectively.

Matching contributions are invested in the same manner as each participant’s voluntary contributions in the investment options provided under the IAC Plan.

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The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings.

The tax sharing agreement between the Company and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to the Company, entitlement to refunds, allocation of tax attributes and other matters and, therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes.

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.

and foreign (loss) earnings from continuing operations before income taxes and noncontrolling interests are as follows:

Years Ended December 31,

and foreign earnings (loss) from continuing operations before income taxes and noncontrolling interests are as follows:

Year Ended December 31,

2024 2023 2022

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the income tax provision (benefit) are as follows:

Years Ended December 31,

The components of the income tax (benefit) provision are as follows:

Year Ended December 31,

2024 2023 2022

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Current income tax provision 7,180 11,848 4,368

Deferred income tax (benefit) provision:

Deferred income tax provision (benefit):

Federal 6,765 ( 8,232 ) ( 8,045 )

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Deferred income tax benefit ( 23,951 ) ( 10,009 ) ( 9,758 )

Income tax provision (benefit) $ 1,839 $ ( 5,390 ) $ ( 29,894 )

Income tax (benefit) provision $ ( 16,771 ) $ 1,839 $ ( 5,390 )

A reconciliation of the income tax (benefit) provision to the amounts computed by applying the statutory federal income tax rate to earnings (loss) from continuing operations before income taxes is shown as follows:

Years Ended December 31,

2024 2023 2022

(In thousands)

Income tax provision (benefit) at the federal statutory rate of 21% $ 4,216 $ ( 5,924 ) $ ( 19,857 )

State income taxes, net of effect of federal tax benefit 2,418 1,510 362

Change in judgement on beginning of the year valuation allowance ( 34,976 ) 399 966

Research credit ( 4,317 ) ( 4,912 ) ( 7,123 )

Stock-based compensation 4,250 4,546 3,917

Unbenefited losses 3,504 3,352 7,106

Foreign income taxed at a different statutory tax rate 3,329 1,216 5,355

Non-deductible executive compensation 2,771 3,514 4,731

Net adjustment related to the reconciliation of income tax provision accruals to tax returns 802 ( 2,430 ) ( 1,212 )

Non-deductible transaction costs 501 73 23

Deferred tax adjustment for enacted changes in tax law and rates 235 99 178

Other, net 496 396 164

Income tax (benefit) provision $ ( 16,771 ) $ 1,839 $ ( 5,390 )

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below.

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Capitalized research & development expenditures 29,230 18,919

Long-term lease liabilities 16,288 21,902

Capitalized software, leasehold improvements and equipment, net 22,961 10,923

Accrued expenses 13,697 11,828

Long-term lease liabilities 11,816 16,288

Other 17,829 21,657

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Less valuation allowance ( 42,493 ) ( 76,821 )

Net deferred tax assets 211,699 209,593

Total deferred tax assets, net of valuation allowance 227,885 211,699

Deferred tax liabilities:

2 unchanged sentences

Capitalized costs to obtain a contract with a customer ( 6,567 ) ( 9,004 )

Capitalized software, leasehold improvements and equipment, net — ( 3,839 )

Other — ( 92 )

1 unchanged sentence

Net deferred tax assets $ 167,572 $ 145,444

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The portion of the December 31, 2024 deferred tax assets that will be payable to IAC pursuant to the tax sharing agreement, upon realization, is $ 87.3 million.

11 unchanged sentences

gross deferred tax asset of $ 195.9 million that the Company expects to fully utilize on a more likely than not basis.

During 2023, the Company’s valuation allowance increased by $ 11.9 million primarily due to an increase in unbenefited capital losses, foreign NOLs, and currency translation adjustments.

At December 31, 2023, the Company has a valuation allowance of $ 76.8 million related to the portion of NOLs and other items for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the income tax provision (benefit) to the amounts computed by applying the statutory federal income tax rate to earnings (loss) from continuing operations before income taxes is shown as follows:

Years Ended December 31,

2023 2022 2021

(In thousands)

Income tax (benefit) at the federal statutory rate of 21% $ ( 5,924 ) $ ( 19,857 ) $ ( 19,722 )

State income taxes, net of effect of federal tax benefit 1,510 362 ( 1,040 )

Research credit ( 4,912 ) ( 7,123 ) ( 2,431 )

Stock-based compensation 4,546 3,917 ( 13,643 )

Non-deductible executive compensation 3,514 4,731 3,312

Unbenefited losses 3,352 7,106 1,610

Net adjustment related to the reconciliation of income tax provision accruals to tax returns ( 2,430 ) ( 1,212 ) 335

Foreign income taxed at a different statutory tax rate 1,216 5,355 2,872

Change in judgement on beginning of the year valuation allowance 399 966 ( 4,165 )

Deferred tax adjustment for enacted changes in tax law and rates 99 178 768

Other, net 469 187 2,210

Income tax provision (benefit) $ 1,839 $ ( 5,390 ) $ ( 29,894 )

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During 2024, the Company’s valuation allowance decreased by $ 34.3 million primarily due to a change in judgement on the realizability of foreign NOLs and currency translation adjustments.

Following the purchase of the remaining noncontrolling interests of a foreign subsidiary, we reorganized related business operations, which resulted in the release of a valuation allowance for foreign net operating losses in the amount of $ 31.1 million as a discrete item in the third quarter because we are now forecasting the utilization of these net operating losses within the foreseeable future.

At December 31, 2024, the Company has a valuation allowance of $ 42.5 million related to the portion of NOLs and other items for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows:

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Reductions for tax positions of prior years ( 92 ) ( 88 ) —

Expirations of statutes ( 33 ) — —

Settlements — ( 188 ) ( 2,465 )

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These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions.

On June 27, 2023 the Joint Committee of Taxation completed its review of the federal income tax returns for the years ended December 31, 2013 through 2019, which includes the operations of the Company, and approved the audit settlement previously agreed to with the Internal Revenue Service.

The statutes of limitations for the years 2013 through 2019 expired December 31, 2023.

The Company is not currently under audit by the Internal Revenue Service.

Returns filed in various other jurisdictions are open to examination for tax years beginning with 2015.

Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from the examination of prior year tax returns.

Income taxes payable include unrecognized tax benefits that are considered sufficient to pay assessments that may result from the examination of prior year tax returns.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment.

Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

At December 31, 2023 and 2022, the Company has unrecognized tax benefits, including interest, of $ 8.1 million and $ 6.2 million respectively;

At December 31, 2024 and December 31, 2023, the Company has unrecognized tax benefits, including interest, of $ 9.7 million and $ 8.1 million, respectively;

all of which are for tax positions included in IAC’s consolidated tax return filings.

1 unchanged sentence

The comparable amount as of December 31, 2023 is $ 7.6 million.

The Company believes it is reasonably possible that its unrecognized tax benefits could decrease by $ 0.2 million by December 31, 2024 due to settlements, all of which would reduce the income tax provision.

NOTE 13— LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share attributable to Angi Inc.

The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $ 0.6 million by December 31, 2025 due to settlements;

$ 0.5 million of which would reduce the income tax provision.

NOTE 13— EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Angi Inc.

Class A and Class B Common Stock shareholders:

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

1 unchanged sentence

(In thousands, except per share data)

Net loss from continuing operations $ ( 30,047 ) $ ( 30,047 ) $ ( 89,168 ) $ ( 89,168 ) $ ( 64,018 ) $ ( 64,018 )

Net earnings (loss) from continuing operations $ 36,848 $ 36,848 $ ( 30,047 ) $ ( 30,047 ) $ ( 89,168 ) $ ( 89,168 )

Net earnings attributable to noncontrolling interests of continuing operations ( 844 ) ( 844 ) ( 629 ) ( 629 ) ( 468 ) ( 468 )

Net loss from continuing operations attributable to Angi Inc.

Net earnings (loss) from continuing operations attributable to Angi Inc.

Class A and Class B Common Stock shareholders 36,004 36,004 ( 30,676 ) ( 30,676 ) ( 89,636 ) ( 89,636 )

Loss from discontinued operations, net of taxes — — ( 10,264 ) ( 10,264 ) ( 38,814 ) ( 38,814 )

Net loss attributable to Angi Inc.

Net earnings (loss) attributable to Angi Inc.

Class A and Class B Common Stock shareholders $ 36,004 $ 36,004 $ ( 40,940 ) $ ( 40,940 ) $ ( 128,450 ) $ ( 128,450 )

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Dilutive securities (a) (b)

Denominator for loss per share—weighted average shares 505,900 505,900 503,008 503,008 502,761 502,761

Loss per share:

Loss per share from continuing operations $ ( 0.06 ) $ ( 0.06 ) $ ( 0.18 ) $ ( 0.18 ) $ ( 0.13 ) $ ( 0.13 )

— 6,667 — — — —

Denominator for earnings (loss) per share—weighted average shares 500,025 506,692 505,900 505,900 503,008 503,008

Earnings (loss) per share:

Earnings (loss) per share from continuing operations $ 0.07 $ 0.07 $ ( 0.06 ) $ ( 0.06 ) $ ( 0.18 ) $ ( 0.18 )

Loss per share from discontinued operations, net of tax — — ( 0.02 ) ( 0.02 ) ( 0.08 ) ( 0.08 )

Loss per share attributable to Angi Inc.

Earnings (loss) per share attributable to Angi Inc.

Class A and Class B Common Stock shareholders $ 0.07 $ 0.07 $ ( 0.08 ) $ ( 0.08 ) $ ( 0.26 ) $ ( 0.26 )

________________________

(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”).

For the years ended December 31, 2024, 2023, and 2022, 12.7 million, 28.5 million, and 23.6 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Accordingly, the weighted average basic shares outstanding were used to compute all loss per share amounts.

(b) MSUs and PSUs are considered contingently issuable shares.

Shares issuable upon exercise or vesting of MSUs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the MSUs and PSUs is dilutive for the respective reporting periods.

For the years ended December 31, 2023, 2022, and 2021, 0.5 million, 0.8 million and 2.2 million underlying market-based awards and PSUs, respectively, were excluded from the calculation of diluted loss per share because the market or performance condition(s) had not been met.

NOTE 14— FINANCIAL STATEMENT DETAILS

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows:

For the years ended December 31, 2024, 2023, and 2022, 3.1 million, 0.5 million, and 0.8 million underlying MSUs and PSUs, respectively, were excluded from the calculation of diluted earnings (loss) per share because the market or performance condition(s) had not been met.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 2022 2021 2020

NOTE 14— FINANCIAL STATEMENT DETAILS

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:

December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021

(In thousands)

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Restricted cash included in “Other current assets” in the balance sheet at December 31, 2021 primarily consisted of funds collected from service providers for disputed payments which were not settled as of the period end in addition to cash reserved to fund insurance claims.

Restricted cash included in “Other current assets” in the balance sheet at December 31, 2020 primarily consists of cash received from customers at Angi Inc.

through the Handy platform, representing funds collected for payment to service providers, which were not settled as of the period end.

Restricted cash included in “Other non-current assets” in the balance sheets for all periods presented above primarily consisted of deposits related to leases.

Restricted cash included in “Other non-current assets” in the balance sheet at December 31, 2020 also included cash reserved to fund consumer claims.

Credit Losses

The following table presents the changes in the allowance for credit loss for the years ended December 31, 2023 and 2022:

The following table presents the changes in the allowance for credit losses:

Year Ended December 31,

(In thousands)

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Recoveries collected 5,338 5,102

Other 1,868 171

Balance at December 31 $ 20,504 $ 24,684

Other Current Assets December 31,

(In thousands)

Other current assets:

Capitalized sales commissions $ 24,874 $ 34,927

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capitalized software, leasehold improvements and equipment, net December 31,

(In thousands)

Capitalized software, leasehold improvements and equipment, net:

Capitalized software and computer equipment $ 266,540 $ 275,377

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Capitalized software, leasehold improvements and equipment, net $ 79,564 $ 109,527

Accrued expenses and other current liabilities December 31,

(In thousands)

Accrued expenses and other current liabilities:

Accrued employee compensation and benefits $ 57,665 $ 59,765

1 unchanged sentence

Current lease liabilities 12,824 17,797

Current legal liabilities 5,242 13,585

Other 69,223 76,119

Accrued expenses and other current liabilities $ 171,351 $ 179,329

Other income (expense), net

Years Ended December 31,

Other income, net

Year Ended December 31,

2024 2023 2022

1 unchanged sentence

Interest income $ 19,582 $ 17,149 $ 4,529

Foreign exchange gains (losses) 1,238 ( 3,364 ) ( 1,656 )

Loss on extinguishment of debt (a)

— — ( 1,110 )

Gain on the sale of a business — — 31

Foreign exchange (losses) gains ( 681 ) 1,238 ( 3,364 )

Other ( 540 ) 40 4

Other income (expense), net $ 18,427 $ 1,169 $ ( 2,510 )

________________________

(a) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other income, net $ 18,361 $ 18,427 $ 1,169

Supplemental Disclosure of Cash Flow Information:

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

2 unchanged sentences

Interest expense—third-party $ ( 19,375 ) $ ( 19,375 ) $ ( 19,375 )

Income tax payments, including amounts paid to IAC for Angi Inc.'s share of IAC's consolidated tax liability $ ( 4,957 ) $ ( 1,551 ) $ ( 4,647 )

Income tax refunds, including amounts received from IAC for Angi Inc.’s share of IAC's consolidated tax liability $ 282 $ 396 $ 587

Income tax payments, including amounts paid to IAC for Angi’s share of IAC's consolidated tax liability $ ( 20,859 ) $ ( 4,957 ) $ ( 1,551 )

Income tax refunds $ 3,062 $ 282 $ 396

AND SUBSIDIARIES

1 unchanged sentence

NOTE 15— CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits.

The Company establishes accruals for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

The total accrual for legal matters is $ 5.2 million and $ 13.5 million at December 31, 2023 and 2022, respectively.

Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established.

In the ordinary course of business, the Company is subject to various lawsuits and other contingent matters.

The Company establishes accruals for specific legal and other matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

Management has also identified certain legal and other matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established.

Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible and for which the Company cannot estimate a loss or range of loss, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

The Company also evaluates other contingent matters, including uncertain income tax positions and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss.

The Company also evaluates other contingent matters, including unrecognized tax benefits and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss.

It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company.

See “ Note 12 —Income Taxes ” for information related to uncertain income tax positions.

NOTE 16— DISCONTINUED OPERATIONS

On November 1, 2023, Angi Inc.

completed the sale of 100 % of its wholly-owned subsidiary, THR, and has reflected it as a discontinued operation in its financial statements.

The financial information for prior periods has been recast to conform to the current year presentation.

The components of assets and liabilities of discontinued operations in the balance sheet at December 31, 2022 consisted of the following:

December 31, 2022

(In thousands)

Current assets

Accounts receivable, net $ 21,913

Other current assets 4,837

Total current assets of discontinued operations $ 26,750

Non-current assets

Capitalized software, leasehold improvements and equipment, net $ 1,296

Deferred income taxes 7,082

Other non-current assets, net 1,680

Total non-current assets of discontinued operations $ 10,058

Current liabilities

Accounts payable $ 469

Deferred revenue 778

Accrued expenses and other current liabilities 17,221

Total current liabilities of discontinued operations $ 18,468

Non-current liabilities

Lease liability $ 919

Total non-current liabilities of discontinued operations $ 919

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the loss from discontinued operations for the periods January 1, 2023 through November 1, 2023, and the years ended December 31, 2022 and 2021 in the statement of operations consisted of the following:

January 1 through November 1, Years Ended December 31,

2023 2022 2021

(in thousands)

Revenue $ 90,557 $ 137,509 $ 68,028

Operating costs and expenses:

Cost of revenue (exclusive of depreciation shown separately below) 61,476 100,664 51,219

Selling and marketing expense 17,667 33,041 14,006

General and administrative expense 14,516 27,070 10,845

Depreciation 555 747 221

Amortization of intangibles — 667 333

Goodwill impairment — 26,005 —

Total operating costs and expenses 94,214 188,194 76,624

Operating loss from discontinued operations ( 3,657 ) ( 50,685 ) ( 8,596 )

Interest income 9 9 1

Loss on sale of discontinued operations ( 1,213 ) — —

Loss from discontinued operations before tax ( 4,861 ) ( 50,676 ) ( 8,595 )

Income tax (provision) benefit ( 5,403 ) 11,862 2,119

Loss from discontinued operations, net of tax $ ( 10,264 ) $ ( 38,814 ) $ ( 6,476 )

During the period in which Angi owned the Roofing segment, the Ads & Leads segment provided services totaling $ 3.5 million, $ 10.3 million, and $ 1.9 million to the Roofing segment for the period January 1, 2023 through November 1, 2023, and the years ended December 31, 2022 and 2021, respectively.

Such services have and will continue in periods subsequent to the disposition of the Roofing segment on November 1, 2023.

See “ Note 12—Income Taxes ” for information related to unrecognized tax benefits.

NOTE 16— RELATED PARTY TRANSACTIONS WITH IAC

Allocation of CEO Compensation and Certain Expenses

Joseph Levin, CEO of IAC and Chairman of Angi, was appointed CEO of Angi on October 10, 2022.

For the year ended December 31, 2023 and for the period from October 10, 2022 to December 31, 2022, IAC allocated $ 9.4 million and $ 2.1 million, respectively, in costs to Angi (including salary, benefits, stock-based compensation and costs related to the CEO’s office).

Joseph Levin, CEO of IAC and Chairman of Angi, was CEO of Angi from October 10, 2022 through April 8, 2024.

As a result, IAC allocated $ 2.4 million, $ 9.4 million, and $ 2.1 million for the years ended December 31, 2024 and 2023 and for the period from October 10, 2022 to December 31, 2022, respectively, in costs to Angi (including salary, benefits, stock-based compensation and costs related to the CEO’s office).

These costs were allocated from IAC based upon time spent on Angi by Mr.

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The allocated costs also include costs directly attributable to the Company that were initially paid for by IAC and billed by IAC to the Company.

On April 8, 2024, Jeffrey W.

Kip, President of Angi, was appointed to succeed Joseph Levin as CEO of Angi.

Levin remains Chairman of the Company’s board of directors.

Further, on January 13, 2025 and in connection with the Distribution, IAC announced that Mr.

Levin will step down from his role as CEO of IAC on the earlier of the completion of the spin-off of Angi or May 31, 2025.

Concurrent with IAC’s announcement, Angi announced its appointment of Mr.

Levin as Executive Chairman of Angi, effective upon his departure from IAC.

The Combination and Related Agreements

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a services agreement;

a tax sharing agreement;

and an employee matters agreement, which collectively govern the relationship between IAC and Angi Inc.

a tax sharing agreement and an employee matters agreement, which collectively govern the relationship between IAC and Angi.

Following the Distribution, Angi will continue to be an independent, publicly traded company, and IAC will no longer own any shares of Angi capital stock.

The agreements between IAC and Angi that were put in place in connection with the Combination will survive the Distribution in accordance with their terms, with certain exceptions.

Contribution Agreement

The contribution agreement sets forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governs certain aspects of our

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

relationship.

Under the contribution agreement, the Company agreed to assume all of the assets and liabilities related to the Angi business and agreed to indemnify IAC against any losses arising out of any breach by the Company of the contribution agreement or the other transaction related agreements described below.

IAC also agreed to indemnify the Company against any losses arising out of any breach by IAC of the contribution agreement or any of the other transaction related agreements described below.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investor Rights Agreement

The investor rights agreement provides IAC with certain registration, preemptive, and governance rights related to the Company and the shares of its capital stock it holds, as well as certain governance rights for the benefit of stockholders other than IAC.

In connection with the Distribution, IAC and Angi anticipate that they will terminate the investor rights agreement.

Services Agreement

The services agreement governs services that IAC provides to the Company including, among others:

(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 services, and tax compliance services.

The services agreement automatically renews annually for an additional one-year period for so long as IAC continues to own a majority of the outstanding shares of the Company’s common stock.

For the years ended December 31, 2023, 2022 and 2021, the Company was charged $ 6.4 million, $ 3.8 million and $ 3.9 million, respectively, by IAC for services rendered pursuant to the services agreement.

There were no outstanding payables pursuant to the services agreement as of December 31, 2023.

There was $ 0.8 million in outstanding payables pursuant to the services agreement as of December 31, 2022.

The services agreement currently governs services that IAC has agreed to provide to the Company through September 29, 2025, with automatic renewal for successive one-year terms, subject to IAC’s continued ownership of a majority of the total combined voting power of Angi’s voting stock and any subsequent extension(s) or truncation(s) agreed to by Angi and IAC.

The scope, nature and extent of services may be changed from time to time as Angi and IAC may agree.

In connection with the Distribution, Angi and IAC anticipate that they will update the schedule of services provided under the services agreement to reflect the provision of certain services requested by Angi for an agreed period of time following the Distribution, on terms consistent with the services agreement, including Angi’s continued participation in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan until January 1, 2026.

The Company was charged by IAC $ 3.9 million, $ 6.4 million, and $ 3.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, for services rendered pursuant to the services agreement.

There were no outstanding payables pursuant to the services agreement at December 31, 2024 and 2023, respectively.

Tax Sharing Agreement

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At December 31, 2024 and 2023, the Company had outstanding payables of $ 1.6 million and $ 2.1 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the balance sheet.

There were no payments to or refunds from IAC pursuant to this agreement during the years ended December 31, 2023 and 2022.

There were $ 5.1 million of payments to IAC pursuant to this agreement during the year ended December 31, 2024.

There were no payments to or refunds from IAC pursuant to this agreement during the years ended December 31, 2023 and 2022.

Employee Matters Agreement

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In addition, the employee matters agreement requires the Company to reimburse IAC for the cost of any IAC equity awards held by Angi current and former employees, with IAC having the ability to elect to receive payment in cash or shares of our Class B common stock.

This agreement also provides that IAC has the ability to require that stock appreciation rights granted

This agreement also provides that IAC has the ability to require that stock appreciation rights granted prior to the closing of the Combination and equity awards denominated in shares of our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock.

To the extent that shares of IAC common stock are issued in settlement of these awards, the Company is obligated to reimburse IAC for the cost of those shares by issuing shares of our Class A common stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of our Class B common stock in the case of equity awards denominated in shares of our subsidiaries.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

prior to the closing of the Combination and equity awards denominated in shares of our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock.

Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi Inc.

capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S.

Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S.

federal income tax purposes, the Compensation and Human Capital Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards.

Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of our Class A Common Stock, which we would be obligated to assume and which would be dilutive to our stockholders.

During the years ended December 31, 2023 and 2022, there have been no IAC equity awards held by Angi Inc.

employees exercised or vested, and no exercises and settlements of stock appreciation rights, that would require, pursuant to the employee matters agreement, reimbursement to IAC in Class A and Class B common stock.

During the year ended December 31, 2021, pursuant to the employee matters agreement, 2.6 million shares of Class A common stock were issued to a subsidiary of IAC as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain stock appreciation rights and 0.2 million shares of Angi Inc.

Class B common stock were issued to a subsidiary of IAC as reimbursement for shares of IAC common stock in connection with the exercise and vesting of IAC equity awards held by Angi Inc.

Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to any such distribution into equity awards denominated in shares of Angi Class A common stock, which Angi would be obligated to assume and which would be dilutive to Angi stockholders.

Following the Distribution, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Angi employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employs them immediately following the Distribution.

The Company expects to terminate the employee matters agreement upon the completion of the Distribution, with Angi’s continued participation in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan to be covered under the services agreement as described above.

During the years ended December 31, 2024, 2023 and 2022, there have been no IAC equity awards held by Angi employees exercised or vested, and no exercises and settlements of stock appreciation rights, that would require, pursuant to the employee matters agreement, reimbursement to IAC in Class A and Class B common stock.

Other Arrangements

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IAC subleases office space to the Company and charged rent pursuant to a lease agreement of $ 1.4 million, $ 1.3 million, and $ 1.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2023, the Company has an outstanding receivable of $ 0.3 million due from IAC pursuant to the sublease agreements.

This amount is included in “Other non-current assets” in the balance sheet.

At December 31, 2022, there were no outstanding receivables due from IAC or payables due to IAC pursuant to the sublease agreements.

At December 31, 2024 and 2023, there were no outstanding receivables due from or payables due to IAC pursuant to the sublease agreements.

In connection with the Distribution, IAC and Angi anticipate that they will terminate the sublease arrangements.

The Company incurred advertising expense of $ 1.1 million, $ 6.5 million, and $ 7.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to advertising and audience targeted advertising purchased from another IAC owned business.

At December 31, 2023 and December 31, 2022, there were related outstanding payables of $ 2.2 million and $ 1.1 million, respectively, included in “Accrued expenses and other current liabilities” in the balance sheet.

At December 31, 2024, there were no related payables outstanding.

At December 31, 2023 , there were related outstanding payables of $ 2.2 million included in “Accrued expenses and other current liabilities” in the balance sheet.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 17— DISCONTINUED OPERATIONS

On November 1, 2023, Angi completed the sale of 100 % of its wholly-owned subsidiary, THR, and has reflected it as a discontinued operation in its financial statements.

The components of the loss from discontinued operations for the periods January 1, 2023 through November 1, 2023, and the year ended December 31, 2022 in the statement of operations consisted of the following:

January 1 through November 1, Year Ended December 31,

(In thousands)

Revenue $ 90,557 $ 137,509

Operating costs and expenses:

Cost of revenue (exclusive of depreciation shown separately below) 61,476 100,664

Selling and marketing expense 17,667 33,041

General and administrative expense 14,516 27,070

Depreciation 555 747

Amortization of intangibles — 667

Goodwill impairment — 26,005

Total operating costs and expenses 94,214 188,194

Operating loss from discontinued operations ( 3,657 ) ( 50,685 )

Interest income 9 9

Loss on sale of discontinued operations ( 1,213 ) —

Loss from discontinued operations before tax ( 4,861 ) ( 50,676 )

Income tax (provision) benefit ( 5,403 ) 11,862

Loss from discontinued operations, net of tax $ ( 10,264 ) $ ( 38,814 )

During the period in which Angi owned THR, the Ads and Leads segment provided services to the Roofing segment totaling $ 3.5 million and $ 10.3 million for the period ended January 1, 2023 through November 1, 2023 and the year ended December 31, 2022, respectively.

NOTE 18— SUBSEQUENT EVENTS

Proposed Spin-off

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.

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”).

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.

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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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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 7A. Quantitative and Qualitative Disclosures About Market Risk