What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-28 · 196 added, 202 removed, 290 unchanged (58% of the section changed)

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Management Overview

(“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping.

There were approximately 168,000 Transacting Professionals (as defined below) during the three months ended December 31, 2024.

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

The Company has three operating segments:

(i) Ads and Leads;

(ii) Services;

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

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

The Company also owns and operates international businesses that connect consumers with home professionals.

The business models of our international businesses differ in certain respects from the business models of our various domestic businesses.

The Company primarily markets its services to consumers through search engine marketing, affiliate agreements with third parties, and television advertising.

The Company also markets its services to consumers through email, digital display advertisements, partnerships with other contextually related websites and, to a lesser extent, through relationships with certain

retailers, direct mail and radio advertising.

The Company markets subscription packages and time-based advertising to professionals primarily through its sales force, as well as through search engine marketing, digital media advertising, and direct relationships with trade associations and manufacturers.

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.

(“Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping.

There were approximately 111,000 Average Monthly Active Pros (as defined below) during the three months ended December 31, 2025.

Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended December 31, 2025.

During the first quarter of 2025, the Company updated its segment reporting structure from “Ads and Leads”, “Services”, and “International” to “Domestic” and “International” to better reflect how it manages its business and how management evaluates performance and allocates resources.

During the fourth quarter of 2025, the Company changed the name of its “Domestic” segment to “U.S.” segment.

The change reflects an updated naming convention and did not result in any change to the composition of the segment or how the Company evaluates its performance in the current year as well as prior periods.

The naming convention for prior periods has been conformed to the current period.

The change had no impact on the Company’s consolidated financial statements.

As a result of these updates, the Company now has the following two operating segments:

and (ii) International (consisting of businesses in Europe and Canada).

The Company continues to operate under multiple brands including Angi, Angie’s List, HomeAdvisor, and Handy.

In the United States, the Company provides Pros 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 Pros nationwide for home repair, maintenance and improvement projects.

Consumers can also request household services directly through the Angi platform, and such requests are fulfilled by independently established Pros 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.

The Company also owns marketplaces

in Austria, Canada, France, Germany, Italy, the Netherlands, and the UK which provide Pros the ability to engage with potential customers and consumers the ability to engage with the Pros they need.

On March 31, 2025, IAC completed the spin-off of its ownership in the Company through a special dividend of the common stock of the Company owned by IAC to the holders of IAC common stock and IAC Class B common stock (the “Distribution”).

Prior to the effective time of the Distribution, IAC voluntarily converted all of the shares of our Class B Common Stock that it owned to shares of Class A Common Stock.

As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding.

After completion of the Distribution, IAC has no ownership in the Company, there are no shares of Class B Common Stock outstanding, and the only class of Angi capital stock with shares outstanding is Class A Common Stock.

Total Home Roofing, LLC Sale

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Unless otherwise indicated or as the context otherwise requires, certain terms used in this annual report, which include the principal operating metrics we use in managing our business, are defined below:

• Ads and Leads Revenue primarily comprises domestic revenue from consumer connection revenue for consumer matches, revenue from professionals under contract for advertising and membership subscription revenue from professionals and consumers.

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

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

• Other primarily comprises costs for corporate initiatives, shared costs (such as executive and public company costs) and other expenses not allocated to the operating segments.

• Service Requests are (i) fully completed and submitted domestic service requests for connections with Ads and Leads professionals, (ii) contacts to Ads and Leads professionals generated via the professional directory from unique users in unique categories (such that multiple contacts from the same user in the same category in the same day are counted as one Service Request) and (iii) requests to book Services jobs in the period.

• Monetized Transactions are (i) Service Requests that are matched to a paying Ads and Leads professional in the period and (ii) completed and in-process Services jobs in the period;

a single Service Request can result in multiple monetized transactions.

• Transacting Professionals (“Transacting Pros” formerly known as Transacting Service Professionals or “Transacting SPs”) are the number of (i) Ads and Leads professionals that paid for consumer matches or advertising and (ii) Services professionals that performed a Services job, during the most recent quarter.

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

Revenue – primarily comprised of revenue generated within the U.S.

segment, including Lead revenue for consumer matches, revenue from Pros under contract for advertising, membership subscription revenue from Pros and consumers and revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a Pro to perform the service.

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

• Proprietary Revenue – the portion of U.S.

Revenue allocated to Proprietary channels, calculated based on the proportionate share of Leads originating from Proprietary channels in the period.

• Network Revenue – the portion of U.S.

Revenue allocated to Network channels, calculated based on the proportionate share of Leads originating from Network channels in the period.

• Service Requests – requests for connections with Pros in the period, which include pre-priced offerings and indications of interest expressed on a Pro profile.

• Leads – connections between consumers and Pros resulting from a Service Request in the period, including the completion of a job related to a pre-priced offering;

a single Service Request can result in multiple Leads.

• Proprietary – refers to sources of Service Requests in which consumers go through an Angi proprietary user experience or a retail partner experiences.

• Network – refers to sources of Service Requests in which consumers are presented with Angi Pros through a third party website experience.

• Acquired Pros – new Pros onboarded onto the Angi platform and eligible to receive Leads in the period.

• Average Monthly Active Pros – the average number of Pros per month that (i) received Leads, (ii) were presented on a Service Request where they agreed to receive a Lead if selected, (iii) requested to be connected to a consumer on a Service Request, or (iv) accepted an offer to complete a pre-priced Service Request.

payable February 15 and August 15 of each year.

Components of Results of Operations

Sources of Revenue

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.

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.

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

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

Effective January 1, 2023, we 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 year ended December 31, 2022, if Services revenue was recorded on a net basis, revenue would have been reduced by $242.6 million.

Cost of Revenue and Gross Profit

Cost of revenue, which excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, and (iii) payments made to independent third-party professionals who perform work contracted under Services arrangements that were entered into prior to January 1, 2023 and the change to net revenue reporting described above.

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

Gross profit is revenue less cost of revenue.

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Operating Costs and Expenses:

• Selling and marketing expense - consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and professionals 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 (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs.

• Selling and marketing expense - consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and Pros 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 and radio advertising, (ii) compensation expense (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs.

• General and administrative expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions, (ii) provision for credit losses, (iii) software license and maintenance costs, (iv) outsourced personnel costs for personnel engaged in assisting in customer service functions, (v) fees for professional services, and (vi) rent expense and facilities costs (including impairments of right-of-use assets).

Our customer service function includes personnel who provide support to our professionals and consumers.

Our customer service function includes personnel who provide support to our Pros and consumers.

• Product development expense - consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, (ii) software license and maintenance costs, and (iii) outsourced personnel costs for personnel engaged in product development.

• Restructuring - consists primarily of charges associated with a formal restructuring plan that are related to workforce reductions.

Non-GAAP financial measure

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(Dollars in thousands)

Ads and Leads:

Consumer connection revenue $ 606,560 $ 781,089 $ (174,529) (22)%

Lead revenue $ 587,050 $ 606,560 $ (19,510) (3)%

Advertising revenue 214,920 312,281 (97,361) (31)%

Membership subscription revenue 43,076 52,305 (9,229) (18)%

Other revenue 684 715 (31) (4)%

Total Ads and Leads revenue 962,601 1,124,908 (162,307) (14)%

Services revenue 72,443 93,521 (21,078) (23)%

Total Domestic revenue 1,056,122 1,242,941 (186,819) (15)%

International

Consumer connection revenue 106,324 92,635 13,689 15%

Professional membership subscription revenue 21,709 22,548 (839) (4)%

Membership subscription revenue 29,379 43,076 (13,697) (32)%

Other revenue 270 684 (414) (61)%

Total International revenue 128,990 115,807 13,183 11%

revenue 904,062 1,056,122 (152,060) (14)%

International revenue 126,473 128,990 (2,517) (2)%

Total revenue $ 1,030,535 $ 1,185,112 $ (154,577) (13)%

Percentage of Total Revenue:

Domestic 89 % 91 %

International 12 % 11 %

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Service Requests

Monetized Transactions 24,381 27,111 (2,730) (10)%

Transacting Pros 168 196 (28) (14)%

Ads and Leads revenue decreased $162.3 million, or 14%, due primarily to decreases in consumer connection revenue of $174.5 million, or 22%, and membership subscription revenue of $9.2 million, or 18%, partially offset by an increase of $21.5 million, or 7%, in advertising revenue.

The decrease in consumer connection revenue was driven by ongoing user-experience enhancements as well as lower sales and marketing spend, resulting in both lower Service Requests and lower acquisition of new professionals.

The decrease in membership subscription revenue was primarily due to a decrease in professionals in the Angi network.

The increase in advertising revenue was primarily due to an increase in advertising sold through our sales force.

Services revenue decreased $24.5 million, or 21%, due primarily to fewer Service Requests as a result of certain efforts described in Ads and Leads above.

In addition, the decrease in revenue reflects the residual impact from contracts entered into prior to January 1, 2023 and recognized as gross revenue in the first quarter of 2023.

Effective January 1, 2023, we modified the Services terms and conditions resulting in net revenue reporting.

International revenue increased $13.2 million, or 11%, due primarily to a larger professional network and higher revenue per professional.

Proprietary 13,906 13,317 589 4%

Network 1,637 3,866 (2,230) (58)%

Total 15,543 17,184 (1,641) (10)%

Proprietary 17,915 15,731 2,185 14%

Network 2,280 8,650 (6,370) (74)%

Total 20,195 24,381 (4,186) (17)%

Proprietary Revenue

$ 800,601 $ 683,004 $ 117,598 17%

Network Revenue

$ 103,461 $ 373,117 $ (269,656) (72)%

Year Ended December 31,

2025 2024 Change

(In thousands)

Acquired Pros 90 141 (51) (36)%

Average Monthly Active Pros 122 152 (30) (19)%

revenue decreased 14%, due primarily to a 72% decrease in Network revenue as a result of the implementation of homeowner choice in January 2025, partially offset by a 17% increase in Proprietary revenue from strong execution in paid marketing in Proprietary channels.

International revenue decreased $2.5 million, or 2%, due primarily to a management decision to change the business model of the Canadian business when migrating it onto the European platform.

This decision was made to bring the business model in line with the European businesses and transition the Canadian business into a more profitable self-serve platform that needs fewer manual sales.

Cost of revenue

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As a percentage of revenue 5% 5%

Services cost of revenue decreased $9.3 million, or 42%, and decreased as a percentage of revenue, due primarily to a $7.9 million decrease in payments to third-party professionals primarily reflecting the residual impact from contracts entered into prior to January 1, 2023 and recognized as gross revenue in the first quarter of 2023 and lower revenue and a $1.2 million decrease in credit card processing fees attributable to lower revenue.

Ads and Leads cost of revenue increased $3.3 million, or 9%, and increased as a percentage of revenue, due primarily to higher hosting fees of $6.2 million attributable, in part, to the migration of data to a third-party computing platform, partially offset by lower credit card processing fees of $2.9 million attributable to lower revenue.

cost of revenue decreased $10.2 million, or 19%, and remained constant as a percentage of revenue, due primarily to lower payments to third-party professional service providers of $5.7 million, lower credit card processing fees of $3.8 million, and lower sales tax expense of $2.9 million, partially offset by higher hosting fees of $2.6 million.

Year Ended December 31,

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Gross margin 95% 95% —%

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

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

Selling and marketing expense

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As a percentage of revenue 49% 51%

Ads and Leads selling and marketing expense decreased $169.0 million, or 25%, driven by decreases of $129.9 million in advertising expense and compensation expense of $34.1 million.

The decrease in advertising expense was due primarily to improved marketing efficiencies, including optimizations to matching and online bidding that resulted in fewer Service Requests but increased Monetized Transactions per Service Request and a decrease in offline media spend.

The decrease in compensation expense was due primarily to a reduction in headcount.

International selling and marketing expense increased $2.8 million, or 8%, driven by an increase of $3.3 million in advertising expense due to an increase in online advertising to acquire new professionals and increase Service Requests.

selling and marketing expense decreased $87.8 million, or 16%, due primarily to decreases of $73.9 million in compensation expense, $4.3 million in service guarantee expense, $2.7 million in software maintenance costs, and $1.8 million in professional service costs.

The decrease in compensation expense was due primarily to a reduction in headcount, and the decrease in service guarantee expense was due primarily to lower revenue.

International selling and marketing expense decreased $6.3 million, or 16%, driven by a decrease in compensation expense of $7.1 million due primarily to a reduction in headcount, partially offset by an increase in advertising expense of $1.4 million.

The reduction in headcount was driven by the management decision to change the business model of the Canadian business when migrating it onto the European platform described in the revenue discussion above.

The increase in advertising expense was due primarily to higher costs related to online advertising.

General and administrative expense

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As a percentage of revenue 26% 27%

Ads and Leads general and administrative expense decreased $31.7 million, or 15%, due primarily to decreases of $22.9 million in the provision for credit losses, $7.5 million in software license and maintenance costs, and $3.8 million in third-party wages, partially offset by an increase of $3.2 million in lease expense.

The decrease in the provision for credit losses is primarily due to lower revenue and improved collection rates.

The decrease in software license and maintenance costs and third-party wages are due primarily to reduced costs related to customer support services.

The increase in lease expense is primarily due to impairment charges of $6.8 million of right-of-use assets (“ROU assets”) in the first half of 2024, partially offset by a gain on lease termination of $2.0 million in the second half of 2024, both related to the Company reducing its real estate footprint.

Services general and administrative expense decreased $13.2 million, or 30%, due primarily to decreases of $9.2 million in compensation expense and $3.3 million in third-party wages.

The decrease in compensation expense is due primarily to a reduction in headcount.

The decrease in third-party wages is due primarily to reduced costs related to customer support services.

International general and administrative expense increased $3.0 million, or 8%, due primarily to increases of $3.0 million in the provision for credit losses, $1.8 million in taxes, and $1.6 million in professional fees, partially offset by a decrease of $2.2 million in compensation expense.

The increase in the provision for credit losses is due primarily to reduced collection rates and higher revenue, the increase in taxes is due primarily to digital services tax, and the increase in professional fees is due primarily to an increase in consulting costs.

The decrease in compensation expense is due primarily to a reduction in headcount.

general and administrative expense decreased $56.3 million, or 20%, due primarily to decreases of $25.7 million in compensation expense, $9.9 million in the provision for credit losses, $8.0 million in lease expense, $3.1 million in software license and maintenance costs, and $2.5 million in third-party wages.

The decrease in compensation expense was primarily due to the reversal of previously recognized stock-based compensation expense of $10.2 million related to IAC restricted stock forfeited by Joseph Levin, former CEO of IAC and current Executive Chairman of Angi, in the first quarter of 2025, and a reduction in headcount.

The decrease in the provision for credit losses was primarily due to lower revenue and improved collection rates.

The decrease in lease expense was primarily due to impairment charges of right-of-use assets previously recognized in the first half of 2024 and the Company’s reduction of its real estate footprint.

The decrease in software license and maintenance costs was due primarily to reduced costs related to data warehousing and customer support services.

The decrease in third-party wages is primarily due to reduced costs related to customer support services.

Product development expense

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As a percentage of revenue 8% 8%

Product development expense decreased 1% compared to the year ended December 31, 2023.

Product development expense decreased $8.0 million, or 8%, and remained constant as a percentage of revenue compared to the year ended December 31, 2024.

Year Ended December 31,

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As a percentage of revenue 4% 7%

Depreciation decreased $7.6 million, or 8%, due primarily to a reduction in depreciation of capitalized software largely as a result of assets fully depreciating in current and previous periods, partially offset by the impairment of certain leasehold improvements and furniture and equipment in connection with the reduction of our real estate footprint in 2024.

Depreciation decreased $40.7 million, or 47%, due primarily to the reduction in capitalized software spend over prior periods and the write-off of certain leasehold improvements and furniture and fixtures in connection with the Company’s reduction of its real estate footprint in 2024.

Restructuring

Year Ended December 31,

2025 2024 $ Change % Change

(Dollars in thousands)

Restructuring $ 12,789 $ — $ 12,789 NM

As a percentage of revenue 1% —%

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NM = Not meaningful

Restructuring increased $12.8 million, due to a reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth.

Refer to “ Note 4 — Restructuring ” for a summary of the activities related to restructuring for the year ended December 31, 2025.

Amortization of intangibles

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Amortization of intangibles $ 1,800 $ 2,600 $ (800) (31)%

As a percentage of revenue NM 1%

Amortization of intangibles decreased $5.4 million due to all intangible assets becoming fully amortized during the year ended December 31, 2023, partially offset by an impairment charge of $2.6 million related to a certain indefinite-lived trade name at Services during the year ended December 31, 2024.

Operating income (loss)

As a percentage of revenue NM NM

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NM = Not meaningful

Amortization of intangibles decreased $0.8 million, or 31%, due to a decrease in impairment charges related to U.S.

indefinite-live trade names during the year ended December 31, 2025.

Operating income

Year Ended December 31,

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(Dollars in thousands)

Ads and Leads $ 94,428 $ 50,043 $ 44,385 89%

Services (19,440) (23,450) 4,010 17%

Other (64,845) (61,377) (3,468) (6)%

Total Domestic 10,143 (34,784) 44,927 NM

$ 41,910 $ 10,143 $ 31,767 313%

International 23,496 11,742 11,754 100%

Total $ 21,885 $ (26,498) $ 48,383 NM

Total $ 65,406 $ 21,885 $ 43,521 199%

As a percentage of revenue 6% 2%

________________________

NM = Not meaningful

Operating income increased from an operating loss for 2024 compared to 2023 due primarily to the factors described above in the revenue, cost of revenue, sales and marketing, general and administrative, product development, depreciation, and amortization of intangibles expense discussions.

Operating income increased in 2025 compared to 2024 due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, and depreciation expense discussions.

At December 31, 2025, there was $31.7 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.2 years.

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(Dollars in thousands)

Ads and Leads $ 180,334 $ 147,357 $ 32,977 22%

Services 4,469 8,123 (3,654) (45)%

Other (55,441) (50,076) (5,365) (11)%

Total Domestic 129,362 105,404 23,958 23%

$ 112,801 $ 129,362 $ (16,561) (13)%

International 27,271 15,953 11,318 71%

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See “ Principles of Financial Reporting ” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.

Ads and Leads Adjusted EBITDA increased $33.0 million, or 22%, to $180.3 million, and increased as a percentage of revenue, driven by lower selling and marketing expense due to improved marketing efficiency and lower general and

administrative expense due to decreases in the provision for credit losses, software license and maintenance costs, and third-party wages, partially offset by an increase in lease expense.

Services Adjusted EBITDA decreased $3.7 million, or 45%, and decreased as a percentage of revenue, driven by lower gross profit, partially offset by lower compensation costs and other operating expenses.

Other Adjusted EBITDA loss increased $5.4 million, or 11%, to $55.4 million, driven by an increase in compensation expense.

International Adjusted EBITDA increased $2.9 million, 22%, to $16.0 million, and increased as a percentage of revenue, driven by an increase in revenue and continued operating expense leverage.

Adjusted EBITDA decreased $16.6 million, or 13%, to $112.8 million, and remained constant as a percentage of revenue.

The decrease was primarily driven by lower gross profit due to the decrease in revenue, partially offset by lower selling and marketing expense due primarily to a decrease in compensation expense, lower general and administrative expense due primarily to decreases in compensation expense, lease expense, and the provision for credit losses, and lower cost of revenue due primarily to lower payments to third-party professional service providers and lower credit card processing fees.

International Adjusted EBITDA increased $11.3 million, 71%, to $27.3 million, and increased as a percentage of revenue.

The increase was primarily driven by lower selling and marketing expense due to a decrease in compensation expense.

Interest expense

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Interest expense $ (20,469) $ (20,169) $ (300) 1%

Interest expense was flat for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Interest expense for the year ended December 31, 2025 remained constant compared to the year ended December 31, 2024.

Other income, net

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Other income, net $ 17,590 $ 18,361 $ (771) (4)%

Other income, net in 2024 primarily includes interest income of $19.6 million.

Other income, net in 2023 primarily includes interest income of $17.1 million, partially offset by net foreign currency exchange losses of $1.2 million.

Other income, net included interest income of $15.7 million and gains on foreign currency exchange of $1.8 million for the year ended December 31, 2025.

Income tax benefit (provision)

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Effective income tax rate NM NM

In 2024, the Company recorded an income tax benefit, despite pre-tax income, due primarily to the valuation allowance

release for foreign net operating losses and research credits, partially offset by tax shortfalls generated by the vesting and exercise of stock-based awards, unbenefited foreign losses, and nondeductible executive compensation expense.

Following the purchase of the remaining noncontrolling interests of a foreign subsidiary, we reorganized the 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.

In 2023, the Company recorded an income tax provision, despite pre-tax losses, due primarily to tax shortfalls generated by the vesting and exercise of stock-based awards, nondeductible executive compensation expense, and unbenefited foreign losses, partially offset by research credits.

________________________

NM = Not meaningful

For further details of income tax matters, see “ Note 13—Income Taxes ” to the consolidated financial statements included in “ Item 8.

Consolidated Financial Statements and Supplementary Data .”

In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to the effect of cross-border tax laws, change in unrecognized tax benefits and state taxes, partially offset by research credits and a valuation allowance release.

In 2024, the Company recorded a benefit, despite pre-tax income, due primarily to the valuation allowance release described in the three month discussion and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards.

PRINCIPLES OF FINANCIAL REPORTING

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(2) depreciation;

and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable.

We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors.

(3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable;

and (4) restructuring.

The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between its performance and that of its competitors.

Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.

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We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

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

Restructuring are costs associated with a formal restructuring plan that are primarily related to workforce reductions.

The Company excludes these expenses because they are not reflective of ordinary course ongoing business and operating results.

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

Year Ended December 31, 2025

Operating Income (Loss) Stock-Based

Operating Income Stock-Based

Compensation Expense Depreciation Amortization

of Intangibles Adjusted

of Intangibles Restructuring

(In thousands)

Ads and Leads $ 94,428 $ 20,415 $ 65,491 $ — $ 180,334

Services (19,440) 3,835 17,474 2,600 4,469

Other (64,845) 9,404 — — (55,441)

$ 41,910 $ 13,074 $ 45,048 $ 1,800 $ 10,969 $ 112,801

International 23,496 1,684 271 — 1,820 27,271

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Earnings before income taxes 62,527

Income tax benefit 16,771

Income tax provision (18,695)

Net earnings 43,832

Net earnings attributable to noncontrolling interests (844)

Net loss attributable to noncontrolling interests —

Net earnings attributable to Angi Inc.

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Compensation Expense Depreciation Amortization

of Intangibles Adjusted

of Intangibles Restructuring

(In thousands)

Ads and Leads $ 50,043 $ 23,145 $ 66,211 $ 7,958 $ 147,357

Services (23,450) 7,586 23,987 — 8,123

Other (61,377) 11,301 — — (50,076)

$ 10,143 $ 33,654 $ 82,965 $ 2,600 $ — $ 129,362

International 11,742 1,124 3,087 — — 15,953

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Other income, net 18,361

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)

Earnings before income taxes 20,077

Income tax benefit 16,771

Net earnings 36.848

Net earnings attributable to noncontrolling interests (844)

Net loss attributable to Angi Inc.

Net earnings attributable to Angi Inc.

shareholders $ 36,004

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Total long-term debt, net $ 497,667 $ 496,840

The Company entered into a credit agreement in November 2025, establishing a senior secured revolving facility in an aggregate principal amount of $175.0 million , including a letter of credit sublimit of up to $25.0 million .

There were no outstanding borrowings under this facility as of December 31, 2025.

At December 31, 2025, all of the Company’s international cash can be repatriated without significant consequences.

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Net cash provided by (used in):

Operating activities attributable to continuing operations $ 155,941 $ 94,184

Investing activities attributable to continuing operations $ (50,411) $ (46,557)

Financing activities attributable to continuing operations $ (53,759) $ (16,983)

Net cash provided by operating activities attributable to continuing operations consists of earnings adjusted for non-cash items and the effect of changes in working capital.

Non-cash adjustments include depreciation, provision for credit losses, stock-based compensation expense, non-cash lease expense (including impairment of right-of-use assets), deferred income taxes, and amortization and impairment of intangibles.

Adjustments to net earnings attributable to continuing operations consist primarily of $86.1 million of depreciation, $57.3 million of provision for credit losses, $34.8 million of stock-based compensation expense, $16.0 million of non-cash lease expense (including impairment of right-of-use assets), partially offset by $24.0 million of deferred income taxes.

Operating activities

$ 105,073 $ 155,941

Investing activities

$ (59,455) $ (50,411)

Financing activities

$ (158,342) $ (53,759)

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

Adjustments to net earnings attributable to continuing operations consist primarily of $45.3 million of depreciation, $14.8 million of stock-based compensation expense, $13.2 million of deferred income taxes and $7.4 million of non-cash lease expense.

The decrease from changes in working capital is due primarily to a decrease of $20.0 million in deferred revenue and a decrease of $13.1 million in operating lease liabilities, partially offset by a decrease of $13.4 million in other ass ets.

The increase in accounts receivable, coupled with the non-cash impact from the provision for credit losses, resulted in a $4.7 million decrease in accounts receivable, net, excluding foreign currency impact of $1.1 million.

The reduction in accounts receivable, net is due to lower revenue.

The decrease in deferred revenue is due primarily to the mix shift in customer packages towards monthly subscriptions, lowering the prevalence of memberships and annual and quarterly prepaid packages.

The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.

The decrease in other assets is due to lower capitalized sales commissions, which were impacted by a reduction in the size of the sales force, a larger portion of sales commissions being expensed rather than capitalized in the period, and a shift to annual bonuses for roles that previously received commissions.

Net cash used in investing activities attributable to continuing operations includes capital expenditures of $59.6 million primarily related to investments in capitalized software to support the Company’s products and services.

Net cash used in financing activities attributable to continuing operations includes $148.7 million for the repurchase of 10.5 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $14.15 per share, $8.0 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled, and $1.7 million of debt issuance costs in connection with the $175.0 million senior secured revolving credit facility.

Adjustments to net earnings attributable to continuing operations consist primarily of $86.1 million of depreciation, $57.3 million of provision for credit losses, $34.8 million of stock-based compensation expense, and $16.0 million of non-cash lease expense (including impairment of right-of-use assets), partially offset by $24.0 million of deferred income taxes.

The decrease from changes in working capital consists primarily of an increase of $45.4 million in accounts receivable and decreases of $19.4 million in operating lease liabilities and $7.7 million in deferred revenue, partially offset by a decrease of $28.9 million in other assets.

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The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.

The decrease in deferred revenue is due primarily to lower annual memberships, primarily at Ads and Leads.

The decrease in deferred revenue is due primarily to lower annual memberships, primarily at in the U.S.

The decrease in other assets is due primarily to lower capitalized sales commissions which were impacted by a reduction in the size of the salesforce, a larger portion of sales commissions being expensed rather than capitalized in the period, and a shift to annual bonuses for roles that previously received commissions as well as a payment received related to insurance coverage for previously incurred legal fees and a decrease in prepaid hosting services.

Net cash used in investing activities attributable to continuing operations includes capital expenditures of $50.5 million primarily related to investments in capitalized software to support the Company’s products and services.

Net cash used in financing activities attributable to continuing operations includes $28.6 million for the repurchase of 12.6 million shares of the Company’s Class A common stock, on a settlement date basis, at an average price of $2.27 per share,

$16.0 million for the purchase of the remaining noncontrolling interests of a foreign subsidiary, and $7.6 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.

Adjustments to net loss attributable to continuing operations consist primarily of $93.6 million of depreciation, $79.4 million of provision for credit losses, $43.4 million of stock-based compensation expense, $11.9 million of non-cash lease expense, and $8.0 million of amortization of intangibles, partially offset by $10.0 million of deferred income taxes.

The decrease from changes in working capital consists primarily of an increase of $58.2 million in accounts receivable, a decrease of $20.7 million in operating lease liabilities, an increase of $13.9 million of other assets, and a decrease of $8.0 million in accounts payable and other liabilities.

The increase in accounts receivable is due primarily to timing of cash receipts.

The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.

The increase in other assets is due primarily to a $10.9 million receivable related to insurance coverage for previously incurred legal fees.

The decrease in accounts payable and other liabilities is due to a decrease in accrued advertising.

Net cash used in investing activities attributable to continuing operations includes capital expenditures of $47.8 million primarily related to investments in capitalized software to support the Company’s products and services and purchases of marketable debt securities of $12.4 million, partially offset by maturities of marketable debt securities of $12.5 million and $1.0 million of proceeds for the sale of THR.

Net cash used in financing activities attributable to continuing operations includes $10.9 million for the repurchase of 4.4 million shares of the Company’s Class A common stock, on a settlement date basis, at an average price of $2.50 per share and $6.0 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.

Discontinued Operations

Net cash provided by discontinued operations of $11.0 million for the year ended December 31, 2023, relates to the operations of THR.

The Company does not expect cash flows from discontinued operations following the sale of THR on November 1, 2023.

Net cash used in financing activities attributable to continuing operations includes $28.6 million for the repurchase of 1.3 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $22.74 per share, $16.0 million for the purchase of the remaining noncontrolling interests of a foreign subsidiary, and $7.6 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.

Liquidity and Capital Resources

As of December 31, 2025, we had $500.0 million aggregate principal amount of 3.875% senior notes due August 15, 2028 (the “ANGI Group Senior Notes”).

Interest on the ANGI Group Senior Notes is paid semi-annually in arrears on February 15 and August 15 of each year.

In December 2025, ANGI Group amended the indenture governing the ANGI Group Senior Notes to add certain U.S.

subsidiaries of ANGI Group that are guarantors under the Credit Agreement (defined below) as additional guarantors under such indenture.

In November 2025, ANGI Group entered into a credit agreement (the “Credit Agreement”), with the lenders and issuing lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, providing for a senior secured revolving facility in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million (the “Revolving Facility”).

The Revolving Facility matures on November 6, 2030, provided that the maturity date shall at all times be no later than the 91st day prior to the maturity date of the ANGI Group Senior Notes.

As of December 31, 2025, there were no outstanding borrowings under the Revolving Facility.

For additional details, see “ Note 7—Long-term Debt ” to the consolidated financial statements included in “ Item 8.

Consolidated Financial Statements and Supplementary Data .”

Share Repurchase Authorizations and Activity

Du ring the year ended December 31, 2025, the Company repurchased 10.5 million shares of its Class A Common Stock, on a trade date basis, at an average price of $14.15 per share, or $148.7 million in aggregate.

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”).

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

From January 1, 2025 through February 7, 2025, the Company did not repurchase any additional shares.

As of February 7, 2025, the Company had 23.1 million shares remaining in the 2024 Share Authorization.

The Company may repurchase shares pursuant to the 2024 Share Authorization over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors the Company’s management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

On August 2, 2024, the board of directors of the Company approved a stock repurchase authorization of 2.5 million shares (the “2024 Share Authorization”), all of which were exhausted during the second quarter of 2025.

On May 5, 2025 and September 17, 2025, the board of directors of the Company approved a new stock repurchase authorization of 5.0 million shares of its Class A Common Stock (“May 2025 Share Authorization”) and approximately 3.2 million shares of its Class A Common Stock (“September 2025 Share Authorization,” and collectively with the 2024 Share Authorization and May 2025 Share Authorization, the “Share Repurchase Programs”), respectively.

Both the May 2025 Share Authorization and September 2025 Share Authorization were exhausted during the fourth quarter of 2025.

As of December 31, 2025, there were no shares remaining in any of the Share Repurchase Programs.

Contractual Obligations

The Company enters into various contractual arrangements as a part of its continued operations.

Material contractual obligations described in the accompanying notes to the financial statements within “ Item 8.

Material contractual obligations described in the accompanying notes to the consolidated financial statements within “ Item 8.

Consolidated Financial Statements and Supplementary Data ” includes operating leases as described in “ Note 5—Leases ,” and principal and interest payments on long-term as debt described in “ Note 7—Long-term Debt .”

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Purchase obligations $ 27,938 $ 40,651 $ — $ — $ 68,589

Purchase obligations include $11.5 million related to technology contracts spend to be made in 2025.

Purchase obligations include $17.3 million related to cloud computing spend to be made in 2026.

Capital Expenditures

The Company’s 2025 capital expenditures are expected to be higher than 2024 capital expenditures of $50.5 million by approximately 15% to 25% due to an increase related to capitalized software.

The Company’s 2026 capital expenditures are expected to be lower than 2025 capital expenditures of $59.6 million by approximately 5% to 10% due to reduction in capitalized software.

Liquidity Assessment

The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors.

At December 31, 2024, IAC held 2.6 million of the Company’s outstanding Class A shares and all of the Company’s outstanding Class B shares, which represented 85.3% of the Company’s economic interest and 98.3% of the Company’s voting interest as of that date.

As a result, IAC has the ability to control the Company’s financing activities, including the issuance of additional debt and equity securities by the Company or any of its subsidiaries, or the incurrence of other indebtedness generally.

While the Company is expected to have the ability to access debt and equity markets if needed, such transactions may require the approval of IAC due to its control of the majority of the outstanding voting power of the Company’s capital stock and its representation on the Company’s board of directors.

On January 13, 2025, IAC and Joseph Levin, IAC’s Chief Executive Officer, entered into an Employment Transition Agreement (the “Agreement”).

Pursuant to the Agreement, IAC transferred 5.0 million shares of Angi Class B common stock held by IAC to Mr.

Also pursuant to the Agreement, Mr.

Levin converted all shares of Class B common stock into shares of Class A common stock.

As of February 7, 2025, IAC’s economic and voting interests in the Company were 84.2% and 98.1%, respectively.

The Company believes its existing cash, cash equivalents, and expected positive cash flows generated from operations will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months.

We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes beyond the next twelve months.

The Company believes its existing cash, cash equivalents, expected positive cash flows generated from operations, and if necessary, our borrowing capacity under the Revolving Facility, will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months.

The Company may consider additional forms of liquidity.

These forms of liquidity could subject us to operating and financial covenants that may restrict our business activities, including the incurrence of additional indebtedness, investments and certain payments.

From time to time, we may also elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes.

Additional financing may not be available on terms favorable to the Company or at all, and may also be impacted by any disruptions in the financial markets.

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Recoverability of Goodwill and Indefinite-Lived Intangible Assets

The carrying value of goodwill is $883.4 million and $886.0 million at December 31, 2024 and 2023, respectively.

The carrying value of goodwill i s $890.1 million and $883.4 million at December 31, 2025 and 2024, respectively.

Indefinite-lived intangible assets, which consist of the Company’s acquired trade names and trademarks, have a carrying value of $167.1 million and $167.7 million at December 31, 2025 and 2024, respectively.

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If the goodwill of a reporting unit is allocated to newly formed reporting units, the allocation is usually made to each reporting unit based upon their relative fair values.

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.

For the Company’s annual goodwill test at October 1, 2025, the Company quantitatively tested the U.S.

and International reporting units.

The Company’s quantitative tests resulted in no impairments.

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The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units.

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.

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, 2025 for determining the fair value of the Company’s U.S.

and International reporting units we re 12.0% and 14.0%, respectively.

The discount rates used in the quantitative tests as of October 1, 2025 for determining the fair value of the Company’s U.S.

and International reporting units were 12.0% and 14.5%, respectively.

Determin ing 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.

From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit.

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.

As a result of the valuation process, we determined that the fair value of the U.S.

and International reporting units exceeded the carrying value and thus there was no impairment of goodwill in 2025.

The fair value based on the valuation exceeded the carrying value of the U.S.

and International reporting units by $109.7 million and $242.1 million, respectively, as of December 31, 2025.

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

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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 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 rates used in the Company’s annual indefinite-lived impairment assessment ranged from 12.0% to 14.5% in 2025 and 12.5% to 14.5% in 2024 and the royalty rates used ranged from 2.0% to 4.5% in 2025 and 2.5% to 4.5% in 2024.

In the fourth quarter of 2025, the Company identified an impairment charge of $1.8 million related to a certain indefinite-lived trade name at the U.S.

reporting unit.

The discount rate used to value this trade name was 12.0% , 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.

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 the U.S.

reporting unit.

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.

Software Development Costs

We capitalize internally developed software costs (including employee payroll costs, stock-based compensation and benefit costs as well as third party production costs) subsequent to identifying technological feasibility of the software project.

Significant management judgement is required in assessing when technological feasibility is established.

Significant management judgment is required in assessing when technological feasibility is established.

Depreciation of internally developed software commences when the software is available for release for its intended use and is recorded on a straight-line basis over the estimated useful life of the software, which is typically 2-3 years.

The net carrying value of capitalized software is $94.6 million and $73.1 million at December 31, 2025 and 2024, respectively.

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

Through March 31, 2025, the Company was included within IAC’s tax group for purposes of federal and consolidated state income tax return filings.

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 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.

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.

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.

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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The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience.

As of December 31, 2024, the Company is in a three-year cumulative loss position.

The Company’s most significant net deferred tax asset that could expire relates to U.S.

federal net operating loss (“NOL”) carryforwards of $72.6 million.

The Company expects to generate sufficient future taxable income of at least $345.9 million prior to the expiration of these NOLs, the majority of which expire between 2035 and 2037, to fully realize this deferred tax asset.

During 2025, the Company’s valuation allowance decreased by $11.3 million primarily due to a change in judgment on the realizability of Travaux France NOLs and the removal of the Capital Loss asset and valuation allowance as part of the IAC tax sharing agreement.

At December 31, 2025, the Company has a valuation allowance of $31.2 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.

Stock-Based Compensation

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these awards are referred to as market-based awards (“MSUs”).

and variety of these types of equity-based awards creates complexity in our determination of stock-based compensation expense.

The nature and variety of these types of equity-based awards creates complexity in our determination of stock-based compensation expense.

Business combinations may result in the modification of equity awards, which may create additional complexity and additional stock-based compensation expense.

Also, our internal reorganizations can also lead to modifications of equity awards and may result in additional complexity and stock-based compensation expense.

Finally, the means by which we settle our equity-based awards also introduces complexity into our financial reporting.

We provide a path to liquidity by settling the subsidiary denominated awards in IAC or Angi shares.

In addition, certain former Angi stock appreciation rights can be settled in IAC or Angi awards at IAC’s election.

These features increase the complexity of our earnings per share calculations.

Stock-based compensation expense reflected in our statements of operations includes expense related to the Company’s RSU awards, including MSUs and PSUs, stock options, stock appreciation rights, equity instruments denominated in shares of one of our subsidiaries, and an allocation of expense related to IAC denominated restricted stock.

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For PSUs, the value of the instrument is measured at the grant date as the fair value of the underlying Angi’s common stock and expensed as stock-based compensation over the vesting term when the performance targets are considered probable of being achieved.

For MSUs, a lattice model is used to estimate the value of the awards.

For MSUs, a lattice model is used to estimate the value of the awards which is expensed as stock-based compensation expense over the vesting term as the service is rendered.

The Company also issues stock options and stock appreciation rights.

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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 7. Management’s Discussion and Analysis