What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 62 added, 38 removed, 190 unchanged (34% of the section changed)

56 unchanged sentences

The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2025 Proxy Statement and is incorporated herein by reference.

We have adopted a securities trading policy governing the purchase, sale and/or other transfer of (and certain other transactions involving) Angi Inc.

securities by:

(i) our directors, officers and employees (and certain persons and entities affiliated with such persons) and (ii) any other persons (such as contractors or consultants) who have access to material non-public information concerning IAC and its businesses from time to time that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of this policy is filed as Exhibit 19 .1 to this annual report.

Executive Compensation

6 unchanged sentences

Information regarding certain relationships and related transactions involving Angi Inc.

required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2024 Proxy Statement and is incorporated herein by reference.

required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled

“Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A regarding the fees and services of the Company’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to the Company by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit

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

Exhibits and Financial Statement Schedules

13 unchanged sentences

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.

References to “ANGI Homeservices Inc.” and “IAC/InterActiveCorp” below refer to Angi Inc.

and IAC Inc., respectively.

ANGI Homeservices Inc.

changed its name to Angi Inc., effective March 17, 2021, and IAC/InterActiveCorp changed its name to IAC Inc., effective August 11, 2022.

Exhibit Number Description Location

4 unchanged sentences

and ANGI Homeservices Inc., filed on August 30, 2017 , pursuant to Rule 424(b)(3) .

3.1 Amended and Restated Certificate of Incorporation of Angi Inc.

Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter en ded June 30, 2024 .

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

Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed on March 1, 2023.

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

3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.

(dated as of March 17, 2021).

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021.

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

(dated as of June 30, 2024).

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 14, 2024.

3.5 Amended and Restated Bylaws of Angi Inc.

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

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on September 18, 2023.

4.1 Description of Securities.

Filed as Exhibit 4.1 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

4.2 Investor Rights Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

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Exhibit 2.5 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .

10.5 ANGI Homeservices Inc.

2017 Stock and Annual Incentive Plan.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .

10.6 Form of Notice and Terms and Conditions for Restricted Stock Units granted under the ANGI Homeservices Inc.

2017 Stock and Annual Incentive Plan.

10.5 Angi Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on June 14, 2024 .

10.6 Form of Notice and Terms and Conditions for Restricted Stock Units granted under the Angi Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.

Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 .

10.7 Form of Notice and Terms and Conditions for Stock Options granted under the ANGI Homeservices Inc.

2017 Stock and Annual Incentive Plan.

10.7 Form of Notice and Terms and Conditions for Stock Options granted under the Angi Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.

Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 .

10.8 Form of Terms and Conditions for Stock Appreciation Rights granted under the ANGI Homeservices Inc.

2017 Stock and Annual Incentive Plan.

10.8 Form of Terms and Conditions for Stock Appreciation Rights granted under the Angi Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.

Exhibit 10.2 to the Registration Statement on Form S-4, as amended (SEC File No.

4 unchanged sentences

333-219064), filed on June 30, 2017.

10.10 Employment Agreement between Shannon Shaw and ANGI Homeservices Inc., dated as of February 22, 2019.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019.

10.11 Employment Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of March 25, 2021.

Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021.

10.12 Employment Agreement between Dhanusha Sivajee and Angi Inc., dated as of July 30, 2021.

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021.

10.13 Employment Agreement between Andrew Russakoff and Angi Inc., dated as of June 9, 2022.

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

Employment Agreement between Bailey Carson and Angi Inc., dated as of October 15, 2024.

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

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 15, 2023.

10.12 Amendment to Employment Agreement between Angi Inc.

and Jeffrey W.

Kip, dated as of April 5, 2024.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 9, 2024 .

10.13 Performance Stock Unit Agreement between Angi Inc.

and Jeffrey W.

Kip, dated as of April 5, 2024.

E xhibit 10.2 to the Registrant ’ s Current Report on Form 8-K , filed on April 9, 2024.

10.14 Employment Transition Agreement between Joseph Levin and IAC Inc., dated as of January 13, 2025.

Filed as Exhibit 10.1 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on January 13, 2025.

Summary of Material Terms of Employment Arrangements between Glenn Orchard and Angi Inc., effective as of October 15, 2024.

10.16 Employment Agreement between Andrew Russakoff and Angi Inc., dated as of June 9, 2022.

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

10.17 Employment Agreement between Shannon Shaw and ANGI Homeservices Inc., dated as of February 22, 2019.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019.

Transition Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of February 8, 2025.

Securities Trading Policy.

Subsidiaries of the Registrant as of December 31, 2024.

1 unchanged sentence

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

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

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

1 unchanged sentence

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

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

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

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

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

Angi Inc.’s Clawback Policy (1)

97.1 Angi Inc.

Clawback Policy.

Filed as Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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

7 unchanged sentences

________________________________________________

(1) Filed herewith.

(1) Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

1 unchanged sentence

(2) Reflects management contracts and management and director compensatory plans.

(3) Filed herewith.

(4) Furnished herewith.

7 unchanged sentences

Signature Title

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

/s/ JOSEPH LEVIN Chairman of the Board, and Director

/s/ JEFFREY W.

KIP President

KIP Chief Executive Officer

/s/ ANDREW RUSSAKOFF Chief Financial Officer

Andrew Russakoff

/s/ CHRISTOPHER W.

BOHNERT Senior Vice President, Principal Accounting Officer

Christopher W.

/s/ JULIE HOARAU Principal Accounting Officer

/s/ THOMAS R.

8 unchanged sentences

HICKS BOWMAN Director

/s/ SANDRA HURSE Director

/s/ SANDRA BUCHANAN Director

Sandra Buchanan

/s/ JEREMY G.

14 unchanged sentences

Deferred tax valuation allowance 76,821 ( 33,130 ) (c)

( 1,198 ) (d)

Other reserves 420 477

2 unchanged sentences

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

( 3,544 ) (d)

Other reserves 692 420

2 unchanged sentences

Deferred tax valuation allowance 66,626 1,795 (f)

( 4,525 ) (d)

( 3,544 ) (g)

Other reserves 777 692

2 unchanged sentences

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

(c) Amount is primarily related to a change in judgement on the realizability of foreign NOLs following the purchase of the remaining noncontrolling interests of a foreign subsidiary.

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

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

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

(e) Amount is primarily related to an increase in unbenefited capital losses and foreign NOLs.

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

(g) Amount is primarily related t o currency translation adjustments on foreign NOLs.

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

What changed 10-K

Item 9A. Controls and Procedures