Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of the Company's Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that, as of December 31, 2024, the Company’s internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2024, there have been no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. See Item 8. Consolidated Financial Statements and Supplementary Data and Report of Independent Registered Public Accounting Firm , which reports are incorporated herein by reference.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Angi Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Angi Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ( 2013 framework) (the COSO criteria). In our opinion, Angi Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 28, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
No director or officer of the Company adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) during the quarter ended December 31, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated herein by reference to the definitive Proxy Statement to be used in connection with the Angi Inc. 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Items 401 and 405 of Regulation S-K relating to directors and executive officers of Angi Inc. and their compliance with Section 16(a) of the Exchange Act is set forth in the sections entitled “Information Concerning Director Nominees” and “Information Concerning Angi Inc. Executive Officers Who Are Not Directors,” and “Delinquent Section 16(a) Reports,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference. The information required by Item 406 of Regulation S-K relating to the Angi Inc. Code of Ethics is set forth under the caption “Part I-Item 1-Business-Description of Our Businesses-Additional Information-Code of Ethics” of this annual report and is incorporated herein by reference. 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.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K relating to executive and director compensation and pay ratio disclosure is set forth in the sections entitled “Executive Compensation,” “Director Compensation” and “Pay Ratio Disclosure,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference. The information required by subsections (e)(4) and (e)(5) of Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement and is incorporated herein by reference; provided, that the information set forth in the section entitled “Compensation Committee Report” shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding ownership of the Company’s Class A common stock and Class B common stock required by Item 403 of Regulation S-K and securities authorized for issuance under our equity compensation plans required by Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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
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“Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.
Item 14. 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 2025 Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements of Angi Inc.
Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID: 42 ).
Consolidated Balance Sheet as of December 31, 2024 and 2023.
Consolidated Statement of Operations for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedule of Angi Inc.
Schedule
Number
II Valuation and Qualifying Accounts.
All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.
(3) Exhibits
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
2.1 Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie's List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc. Annex B to the Proxy Statement/Prospectus of Angie's List, Inc. 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.
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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. 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. and IAC/InterActiveCorp. Exhibit 2.2 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .
4.3 Indenture, dated as of August 20, 2020, among ANGI Group, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee.
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on August 20, 2020.
10.1 Contribution Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. (1)
Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .
10.2 Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. (1)
Exhibit 2.3 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .
10.3 Tax Sharing Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. Exhibit 2.4 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .
10.4 Employee Matters Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. (1)
Exhibit 2.5 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .
10.5 Angi Inc. Amended and Restated 2017 Stock and Annual Incentive Plan. (2)
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. (2)
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 Inc. Amended and Restated 2017 Stock and Annual Incentive Plan. (2)
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 Inc. Amended and Restated 2017 Stock and Annual Incentive Plan. (2)
Exhibit 10.2 to the Registration Statement on Form S-4, as amended (SEC File No. 333-219064), filed on August 28, 2017 .
10.9 Employment Agreement between Angela R. Hicks Bowman and ANGI Homeservices Inc., dated as of June 29, 2017. (2)
Exhibit 10.4 to the Registration Statement on Form S-4 (SEC File No. 333-219064), filed on June 30, 2017.
10.10
Employment Agreement between Bailey Carson and Angi Inc., dated as of October 15, 2024. (2)(3)
10.11 Employment Agreement between Jeffrey Kip and Angi Inc., dated as of November 13, 2023. (2)
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. (2)
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. (2)
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. (2)
Filed as Exhibit 10.1 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on January 13, 2025.
10.15
Summary of Material Terms of Employment Arrangements between Glenn Orchard and Angi Inc., effective as of October 15, 2024. (2)(3)
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10.16 Employment Agreement between Andrew Russakoff and Angi Inc., dated as of June 9, 2022. (2)
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. (2)
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019.
10.18
Transition Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of February 8, 2025. (2)(3)
19.1
Angi Inc. Securities Trading Policy. (3)
21.1
Subsidiaries of the Registrant as of December 31, 2024. (3)
23.1
Consent of Ernst & Young LLP. (3)
31.1
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. (3)
31.2
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. (3)
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (4)
32.2
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. (4)
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)
101.SCH Inline XBRL Taxonomy Extension Schema. (3)
101.CAL Inline XBRL Taxonomy Extension Calculation. (3)
101.DEF Inline XBRL Taxonomy Extension Definition. (3)
101.LAB Inline XBRL Taxonomy Extension Labels. (3)
101.PRE Inline XBRL Taxonomy Extension Presentation. (3)
104 Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
________________________________________________
(1) Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
(2) Reflects management contracts and management and director compensatory plans.
(3) Filed herewith.
(4) Furnished herewith.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 2025
Angi Inc.
By: /s/ ANDREW RUSSAKOFF
Andrew Russakoff
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2025 :
Signature Title
/s/ JOSEPH LEVIN Chairman of the Board, and Director
Joseph Levin
/s/ JEFFREY W. KIP Chief Executive Officer
Jeffrey W. Kip
/s/ ANDREW RUSSAKOFF Chief Financial Officer
Andrew Russakoff
/s/ JULIE HOARAU Principal Accounting Officer
Julie Hoarau
/s/ THOMAS R. EVANS Director
Thomas R. Evans
/s/ ALESIA J. HAAS Director
Alesia J. Haas
/s/ CHRISTOPHER HALPIN Director
Christopher Halpin
/s/ KENDALL HANDLER Director
Kendall Handler
/s/ ANGELA R. HICKS BOWMAN Director
Angela R. Hicks Bowman
/s/ SANDRA BUCHANAN Director
Sandra Buchanan
/s/ JEREMY G. PHILIPS Director
Jeremy G. Philips
/s/THOMAS C. PICKETT JR. Director
Thomas C. Pickett Jr.
/s/ GLENN H. SCHIFFMAN Director
Glenn H. Schiffman
/s/ MARK STEIN Director
Mark Stein
/s/ SUZY WELCH Director
Suzy Welch
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Schedule II
ANGI INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Description Balance at
Beginning
of Period Charges to
Earnings Charges to
Other Accounts Deductions Balance at
End of Period
(In thousands)
2024
Allowance for credit losses $ 24,684 $ 57,261 (a)
$ 1,868 $ ( 63,309 ) (b)
$ 20,504
Deferred tax valuation allowance 76,821 ( 33,130 ) (c)
( 1,198 ) (d)
42,493
Other reserves 420 477
2023
Allowance for credit losses $ 38,846 $ 79,385 (a)
$ 171 $ ( 93,718 ) (b)
$ 24,684
Deferred tax valuation allowance 64,877 9,891 (e)
2,053 (d)
76,821
Other reserves 692 420
2022
Allowance for credit losses $ 28,712 $ 104,261 (a)
$ 110 $ ( 94,237 ) (b)
$ 38,846
Deferred tax valuation allowance 66,626 1,795 (f)
( 3,544 ) (g)
64,877
Other reserves 777 692
_________________________________________________________
(a) Additions to the credit loss reserve are charged to expense.
(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 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.
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