What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-20 compared with 2025-02-28 · 477 added, 346 removed, 958 unchanged (46% of the section changed)

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Such potential increase or decrease in fair value is based on certain simplifying assumptions, including an immediate increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period, nor changes in the credit profile.

In November 2025, ANGI Group entered into the Credit Agreement 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 Company is subject to risk due to changes in interest rates in respect of certain borrowings made under the Revolving Facility being subject to a floating interest rate.

As of December 31, 2025, the Company had no outstanding loans 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 .

Foreign Currency Exchange Risk

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The Company has exposure to foreign currency exchange risk related to its foreign subsidiaries that transact business in a functional currency other than the U.S.

As a result, as foreign currency exchange rates

fluctuate, the translation of the statement of operations of the Company’s international businesses into U.S.

As a result, as foreign currency exchange rates fluctuate, the translation of the statement of operations of the Company’s international businesses into U.S.

dollars affects year-over-year comparability of operating results.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Angi Inc.

We have audited the accompanying consolidated balance sheets of Angi Inc.

and subsidiaries (the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

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

Revenue Processed by Highly Automated Proprietary Systems – Consumer Connection Revenue

Revenue Processed by Highly Automated Internally Developed Systems – U.S.

Description of

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

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

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

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

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

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

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

the Matter As described in Note 2 to the consolidated financial statements, the Company’s revenue primarily consists of U.S.

Lead revenue.

lead revenue is comprised of fees paid by service professionals for consumer matches.

lead revenue was $587.1 million, as disclosed in Note 10, for the year ended December 31, 2025, which represents 57% of consolidated revenue for the year.

The Company’s U.S.

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

The processing and recording of U.S.

lead revenue is highly automated within the Company’s information technology (“IT”) systems that are principally internally developed.

Given the complexity of the IT systems involved, auditing U.S.

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

lead revenue.

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

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

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

Our audit procedures related to the Company’s U.S.

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

Valuation of Goodwill

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

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

Specifically, the fair value estimates of the Company’s U.S.

reporting unit were sensitive to assumptions such as the discount rate, revenue growth rates and future cash flows, which are affected by factors such as expected future industry or economic conditions.

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

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

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

To test the estimated fair value of the U.S.

reporting unit, our audit procedures included, among others, assessing the methodologies used to develop the estimated fair value and testing the significant assumptions and underlying data used by the Company.

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

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February 20, 2026

Table of Conten t s

AND SUBSIDIARIES

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authorized 1,500,000 shares;

422,019 shares issued and outstanding

no shares and 42,202 shares issued and outstanding, respectively

Class C common stock, $ 0.001 par value;

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Additional paid-in capital

1,427,693 1,465,640

Accumulated deficit ( 150,880 ) ( 195,015 )

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

Accumulated other comprehensive income (loss) 5,938 ( 2,495 )

Treasury stock, 14,220 and 3,716 shares, respectively

( 355,923 ) ( 205,864 )

Total Angi Inc.

shareholders’ equity 1,062,801 1,040,767

Noncontrolling interests — 3,741

Total shareholders’ equity

927,366 1,062,801

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 1,680,368 $ 1,830,735

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

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Depreciation 45,319 86,052 93,604

Restructuring

Amortization of intangibles 1,800 2,600 7,958

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Earnings (loss) from continuing operations before income taxes 62,527 20,077 ( 28,208 )

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

Income tax (provision) benefit ( 18,695 ) 16,771 ( 1,839 )

Net earnings (loss) from continuing operations 43,832 36,848 ( 30,047 )

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Net earnings (loss) $ 43,832 $ 36,848 $ ( 40,311 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Change in foreign currency translation adjustment 8,433 ( 3,544 ) 2,501

Comprehensive income (loss) 52,265 33,304 ( 37,810 )

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

Components of comprehensive income attributable to noncontrolling interests:

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

Change in foreign currency translation adjustment attributable to noncontrolling interests — ( 138 ) ( 142 )

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

Comprehensive income attributable to noncontrolling interests — ( 982 ) ( 771 )

Comprehensive income (loss) attributable to Angi Inc.

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

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

Other comprehensive income

— — — — — — — — 2,359 — 2,359 142 2,501

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

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

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

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

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$ 107 10,685 $ 422 42,202 $ — — $ 1,447,353 $ ( 231,019 ) $ 1,187 $ ( 177,283 ) $ 1,040,767 $ 3,741 $ 1,044,508

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

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

— — — — — — — 36,004 — — 36,004 844 36,848

Other comprehensive (loss) income

— — — — — — — — ( 3,682 ) — ( 3,682 ) 138 ( 3,544 )

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

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

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

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

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Net earnings — — — — — — — 43,832 — — 43,832 — 43,832

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

Other comprehensive income

— — — — — — — — 8,433 — 8,433 — 8,433

Stock-based compensation expense — — — — — — 20,996 — — — 20,996 — 20,996

Issuance of common stock pursuant to stock-based awards, net of withholding taxes 2 665 — — — — ( 7,928 ) — — — ( 7,926 ) — ( 7,926 )

Issuance of common stock to IAC pursuant to the employee matters agreement 1 120 — — — — ( 1 ) — — — — — —

Purchase of treasury stock — — — — — — — — — ( 150,059 ) ( 150,059 ) — ( 150,059 )

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

Transfer and conversion of common shares related to IAC CEO Employment Transition Agreement 5 501 ( 5 ) ( 501 ) — — — — — — — — —

Conversion of shares related to the Distribution 417 41,701 ( 417 ) ( 41,701 ) — — — — — — — — —

Adjustment pursuant to the tax sharing agreement with IAC as part of the Distribution — — — — — — ( 17,960 ) — — — ( 17,960 ) — ( 17,960 )

Adjustment pursuant to the tax sharing agreement with IAC post-distribution — — — — — — ( 34,468 ) — — — ( 34,468 ) — ( 34,468 )

Other — — — — — — 1,414 303 — — 1,717 — 1,717

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Net earnings (loss) attributable to continuing operations 43,832 36,848 ( 30,047 )

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

Depreciation 86,052 93,604 77,523

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

45,319 86,052 93,604

Provision for credit losses

48,491 57,261 79,385

Stock-based compensation expense

14,758 34,778 43,414

Non-cash lease expense (including impairment of right-of-use assets) 7,366 16,010 11,878

Amortization of intangibles

1,800 2,600 7,958

Deferred income taxes

13,166 ( 23,951 ) ( 10,009 )

Other adjustments, net

( 1,190 ) ( 433 ) ( 1,059 )

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

Accounts receivable

Other assets 28,932 ( 13,852 ) ( 658 )

( 43,754 ) ( 45,385 ) ( 58,168 )

13,391 28,932 ( 13,852 )

Accounts payable and other liabilities

( 3,825 ) ( 601 ) ( 8,045 )

Operating lease liabilities ( 13,070 ) ( 19,376 ) ( 20,678 )

Income taxes payable and receivable

( 1,170 ) ( 9,070 ) 158

Deferred revenue

( 20,041 ) ( 7,724 ) ( 355 )

Net cash provided by operating activities attributable to continuing operations 105,073 155,941 94,184

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Capital expenditures

( 59,600 ) ( 50,492 ) ( 47,780 )

Purchases of marketable debt securities

— — ( 12,362 )

Proceeds from maturities of marketable debt securities

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Cash flows from financing activities attributable to continuing operations:

Debt issuance costs ( 1,684 ) — —

Purchases of treasury stock ( 148,676 ) ( 28,605 ) ( 10,932 )

Purchase of noncontrolling interests

— ( 16,019 ) —

Withholding taxes paid on behalf of employees on net settled stock-based awards

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

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

( 7,982 ) ( 7,578 ) ( 5,994 )

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

— ( 9 ) ( 57 )

Net cash used in financing activities attributable to continuing operations ( 158,342 ) ( 53,759 ) ( 16,983 )

Total cash provided by (used in) continuing operations 51,771 30,644 ( 86,142 )

Net cash provided by (used in) operating activities attributable to discontinued operations — 10,661 ( 19,333 )

Net cash provided by (used in) investing activities attributable to discontinued operations — 325 ( 769 )

Total cash provided by (used in) discontinued operations — 10,986 ( 20,102 )

Total cash (used in) provided by continuing operations

( 112,724 ) 51,771 30,644

Net cash provided by operating activities attributable to discontinued operations — — 10,661

Net cash provided by investing activities attributable to discontinued operations — — 325

Total cash provided by discontinued operations — — 10,986

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash 52,244 42,165 ( 107,349 )

( 120 ) 473 535

Net (decrease) increase in cash and cash equivalents and restricted cash ( 112,844 ) 52,244 42,165

Cash and cash equivalents and restricted cash at beginning of period

416,545 364,301 322,136

Cash and cash equivalents and restricted cash at end of period

$ 303,701 $ 416,545 $ 364,301

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

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Nature of Operations

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

Approximately 168,000 transacting professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc.

platforms during the three months ended December 31, 2024.

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

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 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 year ended December 31, 2025.

Segment Change

During the first quarter of 2025, the Company updated its segment reporting structure to “Domestic” and “International” to better reflect the operations and strategic priorities of the organization and align more closely with how the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources.

Our financial information for prior periods has been recast to conform to the current period presentation.

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:

(i) “U.S.” 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.

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

and its subsidiaries (unless the context requires otherwise).

At December 31, 2024, IAC Inc.

(“IAC”) owned 85.3 % and 98.3 % of the economic and voting interests, respectively, of the Company.

Reverse Stock Split

On March 24, 2025, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m.

Eastern Time, on March 24, 2025 (the “Effective Time”), to effect the Company’s 1-for-10 reverse stock split (the “Reverse Stock Split”) of the shares of outstanding Class A common stock, par value $ 0.001 per share, of the Company (“Class A Common Stock”), and Class B common stock, par value $ 0.001 per share, of the Company (“Class B Common Stock”).

At t he Effective Time, every 10 shares of Class A Common Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time were automatically combined into one share of Class A Common Stock or Class B Common Stock, respectively, subject to the treatment of fractional shares.

No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have otherwise resulted from the Reverse Stock Split were settled in cash.

Proportional adjustments were made to the number of shares of Class A Common Stock subject to outstanding equity awards of the Company, as well as the applicable exercise price.

The Company’s authorized shares of Class A Common Stock and Class B Common Stock, and the par value of each share of Class A Common Stock and Class B Common Stock, were unchanged by the Reverse Stock Split.

Class A Common Stock began trading on the Nasdaq Global Select Market on a split-adjusted basis at the opening of trading on March 24, 2025.

The ticker symbol for Class A Common Stock remains “ANGI.” All references to shares and per share amounts have been adjusted to reflect the Reverse Stock Split.

On March 31, 2025, IAC Inc.

(“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 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 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

On November 1, 2023, Angi completed the sale of 100 % of its wholly-owned subsidiary, Total Home Roofing, LLC (“THR,” which comprised its former Roofing segment), and which is reflected as a discontinued operation in its financial statements.

See “ Note 18—Discontinued Operations ” for additional details.

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

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

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

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

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

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

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

Accounting Estimates

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Actual results could differ from these estimates.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.

Revenue Recognition

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

General Revenue Recognition

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

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The Company’s disaggregated revenue disclosures are presented in “ Note 10—Segment Information .”

Ads and Leads

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

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

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

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

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

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

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

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

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

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

Services revenue 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.

Consumer connection revenue is generally billed one week following a consumer match, or monthly based on the contract anniversary date, with payment due upon receipt of invoice.

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

Pros generally paid for advertisements in advance on a monthly or annual basis at the option of the Pro, with the average advertising contract term being approximately one year.

Advertising revenue is recognized ratably over the contract term.

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

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

Services revenue primarily reflects U.S.

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

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

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Billings do not necessarily correlate with revenue recognized over time as this is based on the timing of when the consumer receives the promised services.

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

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

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

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

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

International

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the fourth quarter of 2025, the Company deprecated the advertising offering and migrated Pros under contract for advertising to a subscription offering based on consumer matches with revenue recognized as consumer connection revenue.

Future advertising revenue will be de minimis.

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

Transaction Price

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Practical Expedients and Exemptions

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

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

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

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Other non-current assets $ 620 $ 2,093

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the years ended December 31, 2025 and 2024, the Company recognized expense of $ 28.5 million and $ 52.4 million, respectively, related to the amortization of these capitalized costs.

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

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

At December 31, 2024, the current and non-current deferred revenue balances were $ 42.0 million and less than $ 0.1 million, respectively, and during the year ended December 31, 2025, the Company recognized $ 41.2 million that was included in the deferred revenue balance as of December 31, 2024.

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The current and non-current deferred revenue balances at December 31, 2025 are $ 22.1 million and less than $ 0.1 million, respectively.

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

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

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Internationally, there were none and $ 0.6 million in cash equivalents at December 31, 2025 and 2024, respectively.

Investments in Marketable Debt Securities

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

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

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

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

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

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

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

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

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

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

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Capitalized Software, Leasehold Improvements and Equipment

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Goodwill and Indefinite-Lived Intangible Assets

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

The Company’s U.S.

and International reporting units are separate operating segments.

See “ Note 10—Segment Information ” for additional information regarding the Company’s method of determining operating and reportable segments.

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

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

otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined.

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

For the Company’s annual goodwill test 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.

If the conclusion of our qualitative assessment is that there are indicators of impairment and a quantitative test is required, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit that is being tested to its carrying value.

If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired.

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

For the Company’s annual goodwill test at October 1, 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 fair value of the Company's reporting units is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach when it tests goodwill for impairment, either on an interim basis or annual basis as of October 1 each year.

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

Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to

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several items, including the amount and timing of expected future cash flows and appropriate discount rates.

The expected cash flows used in the DCF analyses 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.

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Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units' current results and forecasted future performance, as well as macroeconomic and industry specific factors.

The discount rates used in the quantitative tests as of December 31, 2024 for determining the fair value of the Company’s Ads and Leads, Services, and International reporting units were 13 %, 14 %, and 15 %, respectively.

The discount rates used in the quantitative tests as of October 1, 2024 for determining the fair value of the Company’s Ads and Leads and Services reporting units were 12.5 % and 13.5 %, respectively.

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 were 12.0 % and 14.0 %, respectively.

The discount rate used in the quantitative test 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.

Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies.

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

As a result of the valuation process, we determined that the fair value of the Ads and Leads and Services reporting units exceeded the carrying value and thus there was no impairment of goodwill in 2024.

The fair value based on the valuation exceeded the carrying value of the Ads and Leads and Services reporting units by $ 494.5 million and $ 20.0 million, respectively, as of December 31, 2024.

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

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 unit 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.

Significant judgments inherent in this analysis include the

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

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

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

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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.

Long-Lived Assets

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Advertising Costs

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

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radio advertising.

Advertising expense was $ 334.1 million, $ 333.3 million and $ 459.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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The Company records debt issuance costs as a direct reduction of the carrying value of the related debt.

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.

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

The Company records interest, net of

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

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

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

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

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

All consolidated entities are now wholly-owned by the Company, and no noncontrolling interest remains outstanding as of December 31, 2024 and December 31, 2025.

Earnings Per Share

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See “ Note 14—Earnings (Loss) per Share ” for additional information on dilutive securities.

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Foreign Currency Translation and Transaction Gains and Losses

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

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Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted by the Company

Accounting Standards Update (“ASU”) No.

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

In November 2023, the FASB issued ASU No.

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

The Company adopted ASU No.

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

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

Recent Accounting Pronouncements Not Yet Adopted by the Company

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

In December 2023, the FASB issued ASU No.

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

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

Early adoption is permitted and ASU No.

2023-09 may be applied either prospectively or retrospectively.

The Company is currently assessing ASU No.

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

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

The Company does not plan to adopt ASU No.

2023-09 early.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, which includes amendments to ASC 740 that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

See “ Note 13—Income Taxes ” for additional information on the impact to the Company.

Recent Accounting Pronouncements Not Yet Adopted by the Company

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

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

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2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No.

2025-06 to clarify and modernize the accounting for costs related to internal-use software by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The guidance is effective for annual filings for the Company's year beginning January 1, 2028, and interim reporting periods within those reporting periods, and can be applied using a prospective, retrospective, or modified transition approach.

Early adoption is permitted.

The Company is currently evaluating the impact of the updates to ASU 2025-06 on its consolidated financial statements.

NOTE 3— FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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Total $ 241,946 $ — $ — $ 241,946

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December 31, 2024

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

Treasury bills — 74,802 — 74,802

Total $ 346,824 $ — $ — $ 346,824

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The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $ 461.4 million and $ 445.0 million at December 31, 2025 and December 31, 2024, respectively.

NOTE 4— RESTRUCTURING

In January 2026, the Company announced a reduction of its global workforce by approximately 350 employees to reduce operating expenses and optimize the organizational structure in support of long-term growth and in light of AI-driven efficiency improvements.

The reduction in workforce is expected to be substantially complete during the first quarter of 2026, subject to local law and consultation requirements.

As a result of the reduction in workforce, the Company estimates that it will incur approximately $ 22.0 million to $ 30.0 million in total restructuring charges, of which $ 12.8 million was recorded in the fourth quarter of 2025, and the remainder is expected to be recorded in the first quarter of 2026.

The restructuring charges consist primarily of severance payments, employee benefits and related costs.

The $ 12.8 million restructuring liability is recorded as part of accrued expenses and other current liabilities within the Company’s Consolidated Balance Sheet and the restructuring charges are recorded to restructuring within the Company’s Consolidated Statement of Operations as of December 31, 2025.

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NOTE 5— GOODWILL AND INTANGIBLE ASSETS

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(In thousands)

Ads and Leads $ 761,133 $ — $ 761,133

Services 51,197 — 51,197

$ 812,330 $ — $ 812,330

International 71,110 6,626 77,736

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(In thousands)

Ads and Leads $ 761,133 $ — $ 761,133

Services 51,197 — 51,197

$ 812,330 $ — $ 812,330

International 73,717 ( 2,607 ) 71,110

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

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

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

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NOTE 6— LEASES

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

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Year Ended December 31,

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Net lease expense $ 9,467 $ 18,124 $ 17,395

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________________________________

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________________________________

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

(b) At December 31, 2025 there were no legally binding minimum lease payments for leases signed but not yet commenced.

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

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The following is the supplemental cash flow information:

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Year Ended December 31,

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

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ANGI Group Senior Notes

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Year Percentage

2024 100.969 %

2025 and thereafter 100.000 %

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

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

At December 31, 2025 there were no limitations pursuant thereto.

The Revolving Credit Facility

On November 6, 2025, ANGI Group, LLC entered into a Credit Agreement (the “Agreement”), with 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 (the “Revolving Facility”), including a letter of credit sublimit of up to $ 25.0 million.

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 3.875 % Senior Notes.

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

Loans under the Revolving Facility will bear interest, based on either the Alternate Base Rate or the Term SOFR Rate, plus the Applicable Rate, which is initially 1.75 % per annum for Alternate Base Rate Loans and 2.75 % per annum for Term SOFR Rate Loans and thereafter is determined in accordance with the Pricing Grid (as defined in the Credit Agreement).

Undrawn amounts under the Revolving Facility accrue a commitment fee in accordance with the Pricing Grid with an initial rate per annum of 0.40 % at December 31, 2025.

The Credit Agreement contains a covenant that would limit ANGI Group’s ability to incur additional indebtedness, incur liens, make investments or acquisitions, pay dividends or other restricted payments, make certain prepayments of indebtedness, dispose of assets, or enter transactions with affiliates.

In addition, the Credit Agreement does not permit ANGI Group’s consolidated net leverage ratio to exceed 4.00 to 1.00.

NOTE 8— SHAREHOLDERS’ EQUITY

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

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

Upon the conversion of a share of our Class B common stock into a

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reorganization of the Company with another corporation.

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

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

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

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

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

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

Reverse Stock Split

On March 24, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m.

Eastern Time, on March 24, 2025, to effect the Company’s 1-for-10 reverse stock split of the shares of outstanding Class A common stock, par value $ 0.001 per share, of the Company, and Class B common stock, par value $ 0.001 per share, of the Company.

No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have otherwise resulted from the Reverse Stock Split were settled in cash.

Proportional adjustments were made to the number of shares of Class A Common Stock subject to outstanding equity awards of the Company, as well as the applicable exercise price.

Class A Common Stock began trading on the Nasdaq Global Select Market on a split-adjusted basis at the opening of trading on March 24, 2025.

The ticker symbol for Class A Common Stock remains “ANGI.” All references to shares and per share amounts have been adjusted to reflect the Reverse Stock Split.

On March 31, 2025, IAC Inc.

Prior to the effective time of the Distribution, IAC voluntarily converted all of the shares of 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.

Reserved Common Shares

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On August 2, 2024, the board of directors of the Company approved a new stock repurchase authorization of 2.5 million shares (the “2024 Share Authorization”).

The plan is subject to price and volume limitations.

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

As of May 2, 2025 the Company had no shares remaining under the 2024 Share Authorization.

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 (the “May 2025 Share Authorization”) and approximately 3.2

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million shares of its Class A Common Stock (the “September 2025 Share Authorization”), respectively.

As of December 31, 2025, the Company had no shares remaining under the May 2025 Share Authorization and the September 2025 Share Authorization.

During the years ended December 31, 2025, 2024, and 2023, the Company repurchased 10.5 million, 12.5 million, and 4.4 million shares for aggregate consideration, on a trade date basis, of $ 148.7 million, $ 28.4 million, and $ 11.1 million, respectively.

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

NOTE 8— ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

Years Ended December 31,

NOTE 9— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Year Ended December 31,

2025 2024 2023

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Balance at January 1 $ ( 2,495 ) $ 1,187 $ ( 1,172 )

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

Other comprehensive income (loss) 8,433 ( 3,682 ) 2,359

Balance at December 31 $ 5,938 $ ( 2,495 ) $ 1,187

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

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

There were no items reclassified out of accumulated other comprehensive income (loss) into earnings during the years ended December 31, 2025, 2024, and 2023.

At December 31, 2025, 2024, and 2023, there was no tax benefit or provision on the accumulated other comprehensive income (loss).

NOTE 10— SEGMENT INFORMATION

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

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

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

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

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

During the three months ended March 31, 2025, management determined that a realignment of the Company’s operating and reportable segments was necessary to better reflect the operations and strategic priorities of the organization, resulting in two reportable segments:

Domestic and International.

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

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 reportable segments:

and (ii) International.

Disaggregated Revenue

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(In thousands)

Ads and Leads $ 962,601 $ 1,124,908 $ 1,282,061

Services 93,521 118,033 381,256

Total Domestic 1,056,122 1,242,941 1,663,317

$ 904,062 $ 1,056,122 $ 1,242,941

International 126,473 128,990 115,807

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

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Year Ended December 31,

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(In thousands)

Ads and Leads:

Consumer connection revenue $ 606,560 $ 781,089 $ 954,735

$ 587,050 $ 606,560 $ 781,089

Advertising revenue 214,920 312,281 290,799

Services revenue 72,443 93,521 118,033

Membership subscription revenue 29,379 43,076 52,305

Other revenue 270 684 715

Total Ads and Leads revenue 962,601 1,124,908 1,282,061

Services revenue 93,521 118,033 381,256

Total Domestic revenue 1,056,122 1,242,941 1,663,317

revenue 904,062 1,056,122 1,242,941

International

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

123,911 106,324 92,635

Membership subscription revenue 838 21,709 22,548

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(In thousands)

Consumer marketing expense (b)

Consumer marketing expense (a)

$ 323,470 $ 309,139 $ 435,620

Professional acquisition expense (c)

Fixed expense (b)

179,673 206,687 212,837

Fixed expense (d)

Pro acquisition expense (c)

139,801 233,645 274,209

Variable expense (e)

Variable expense (d)

105,371 124,150 155,776

Cost of revenue (f)

Cost of revenue (e)

42,942 53,139 59,095

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

expenses 791,257 926,760 1,137,537

International

Fixed expense (d)

Fixed expense (b)

43,378 51,393 48,422

Professional acquisition expense (c)

Variable expense (d)

21,018 19,533 16,184

Variable expense (e)

Consumer Marketing Expense (a)

16,861 15,346 12,906

Consumer marketing expense (b)

Pro acquisition expense (c)

13,454 22,326 21,769

Cost of revenue (f)

Cost of revenue (e)

4,494 4,439 3,452

1 unchanged sentence

Total expenses $ 890,462 $ 1,039,797 $ 1,240,270

Pro acquisition expense for the year ended December 31, 2025 excludes $ 10.0 million of commissions capitalized in the same period and includes $ 28.2 million of capitalized commissions amortized from prior periods.

Pro acquisition expense for the year ended December 31, 2024 excludes $ 39.5 million of commissions capitalized in the same period and includes $ 49.2 million of capitalized commissions amortized from prior periods.

Pro acquisition expense for the year ended December 31, 2023 excludes $ 58.7 million of commissions capitalized in the same period and includes $ 59.6 million of capitalized commissions amortized from prior periods.

_____________________

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

(b) Consumer marketing expense includes (i) advertising expenditures to promote the brand to consumers with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television, streaming and radio advertising, (ii) compensation expense, excluding stock-based compensation, and other employee-related costs for consumer marketing personnel and (iii) outsourced personnel costs.

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

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

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

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

(a) Consumer marketing expense includes (i) advertising expenditures to promote the brand to consumers with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television, streaming and radio advertising, (ii) compensation expense, excluding stock-based compensation, and other employee-related costs for consumer marketing personnel and (iii) outsourced personnel costs.

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

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

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

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

AND SUBSIDIARIES

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(2) depreciation;

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

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

and (4) restructuring.

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

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Segment Adjusted EBITDA

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

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

$ 112,801 $ 129,362 $ 105,404

Total Domestic 129,362 105,404 66,960

International 27,271 15,953 13,074

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Amortization of intangibles ( 1,800 ) ( 2,600 ) ( 7,958 )

Restructuring

( 12,789 ) — —

Interest expense ( 20,469 ) ( 20,169 ) ( 20,137 )

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Earnings (loss) from continuing operations before income taxes $ 62,527 $ 20,077 $ ( 28,208 )

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(g) Other comprises unallocated corporate expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capital Expenditures

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

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

Year Ended December 31,

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Capital expenditures:

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

Services 2,337 2,551 35,833

$ 54,561 $ 50,476 $ 47,243

International 5,039 16 537

Total $ 59,600 $ 50,492 $ 47,780

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Asset information at the reportable segment level is not regularly provided to the Company’s CODM because the Company manages capital expenditures on a consolidated basis.

Geographic Information

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

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

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

Year Ended December 31,

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NOTE 11— STOCK-BASED COMPENSATION

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

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

The Company currently has one active stock plan, which became effective on September 29, 2017 (the date of “the Combination”) and was amended and restated on June 12, 2024 (the “Restatement Date”).

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

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

At December 31, 2025, there are 1.1 million shares available for grant under the Plan.

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

The Plan does not specify

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

The Plan does not specify grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi board of directors (the “Committee”).

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

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The amount of stock-based compensation expense recognized is net of estimated forfeitures.

The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate.

The Company has elected to estimate forfeitures of stock-based awards at the grant date based on historical data analysis and revised, if necessary, in subsequent periods if actual

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

forfeitures differ from the estimated rate.

The expense ultimately recorded is for the awards that vest.

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.

Stock-Based Compensation Expense

The stock-based compensation expense related to employees and non-employee directors is reported in the following financial statement line items:

Years Ended December 31,

2025 2024 2023

(In thousands)

Stock-based compensation expense by function:

Selling and marketing expense

$ 2,861 $ 4,605 $ 6,264

General and administrative expense

4,651 24,533 28,386

Product development expense

7,246 5,640 8,764

Total stock-based compensation expense

$ 14,758 $ 34,778 $ 43,414

The expense includes capitalized stock based compensation related to software development costs in the following financial statement line items:

Years Ended December 31,

2025 2024 2023

(In thousands)

Capitalized stock-based compensation expense by function:

Selling and marketing expense $ — $ — $ 11

General and administrative expense 1,585 1,432 1,100

Product development expense 4,652 4,412 3,695

Total capitalized stock-based compensation expense $ 6,237 $ 5,844 $ 4,806

The total income tax benefit recognized in the statement of operations for the years ended December 31, 2025, 2024, and 2023 related to all stock-based compensation is $ 1.7 million, $ 2.1 million, $ 2.9 million, respectively.

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

The aggregate income tax benefit/(detriment) recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2025, 2024, and 2023 is $( 1.1 ) million, less than $( 0.1 ) million, and $ 0.1 million, respectively.

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

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Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

RSUs MSUs PSUs

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Unvested at January 1, 2025 2,359 $ 35.00 291 $ 22.90 27 $ 104.20

Replacement Awards (b)

114 17.76 — — — —

Granted 2,091 14.48 — — — —

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Unvested at December 31, 2025 3,026 $ 21.40 280 $ 22.70 — $ —

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

___________________________

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

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

(b) On March 4, 2025, the Company cancelled equity awards denominated in the shares of one of its international subsidiaries and issued 113,823 RSUs to holders of those awards.

There was no incremental cost recognized for these awards as the updated fair value was lower than the original grant date fair value.

The weighted average fair value of RSUs granted during the year ended December 31, 2025 based on market prices of Angi common stock on the grant date was $ 14.48 .

The weighted average fair values of RSUs granted during the years ended December 31, 2024 and 2023 based on market prices of Angi common stock on the grant date were both $ 25.30 .

The total fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 16.2 million, $ 21.7 million and $ 15.5 million, respectively.

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

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

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

At December 31, 2025, there was $ 25.3 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is expected to be recognized over a weighted average period of approximately 2.0 years.

There were no MSUs granted during the year ended December 31, 2025.

The weighted average fair value of MSUs granted during the years ended December 31, 2024 and 2023 based on the lattice model, were $ 22.70 and $ 25.10 , respectively.

The total fair value of MSUs that vested for each of the years ended December 31, 2025, 2024, and 2023 were $ 0.1 million.

At December 31, 2025, there was $ 1.5 million of unrecognized compensation cost, net of estimated forfeitures, related to MSUs, which is expected to be recognized over a weighted average period of approximately 1.7 years.

There were no PSUs granted during the years ended December 31, 2025, 2024 and 2023.

There were no PSUs that vested during the years ended December 31, 2025, 2024 and 2023.

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

At December 31, 2025, there was no unrecognized compensation cost related to PSUs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options and Stock Appreciation Rights

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Outstanding at January 1, 2025 35 $ 102.50

Granted 1,000 15.69

Exercised — —

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There were no stock options or stock appreciation rights exercised during the years ended December 31, 2025, 2024, and 2023.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2025, there was $ 5.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all stock options, which is expected to be recognized over a weighted average period of approximately 3.4 years.

There was no unrecognized compensation cost related to stock appreciation rights.

The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2025:

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(Shares in thousands)

$ 0.01 to $ 10.00

99 1.0 $ 3.93

$ 10.01 to $ 15.00

Greater than $ 20.00

34 1.3 $ 103.83

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used:

Year Ended December 31, 2025

Expected volatility

Risk-free interest rate

Expected term

Dividend yield

Approximately 1.0 million stock options were granted by the Company during the year ended December 31, 2025.

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

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

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

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

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

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

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

Assuming all of the stock appreciation rights outstanding on December 31, 2025 were net settled on that date, ANGI would have issued no Class A shares and ANGI would have remitted nothing in cash for withholding taxes (assuming a 50 % withholding rate) as all stock appreciation rights outstanding are out of the money.

Assuming all other ANGI equity awards outstanding on December 31, 2025, were net settled on that date, including stock options and RSUs, ANGI would have issued 1.7 million Class A shares and would have remitted $ 19.7 million in cash for withholding taxes (assuming a 50 % withholding rate).

Equity Instruments Denominated in the Shares of a Subsidiary

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

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

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

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

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

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

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

The expense associated with these equity awards is initially measured at fair value, using the Black-Scholes option pricing model, at the grant date and is expensed as stock-based compensation over the vesting term.

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

On March 4, 2025, Angi canceled equity awards denominated in the shares of one of its subsidiaries and issued 113,823 RSUs to holders of those awards.

At December 31, 2025, there were no equity awards denominated in shares of its subsidiaries outstanding.

There was no incremental cost recognized for these awards as the updated fair value was lower than the original grant date fair value.

IAC Denominated Stock-based Awards

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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Levin pursuant to the RSA Agreement were forfeited by Mr.

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

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

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

Levin served as CEO of Angi.

On March 3, 2025, IAC settled equity awards denominated in shares of one of our subsidiaries in IAC common stock.

Pursuant to the terms of the employee matters agreement entered into between IAC and Angi in 2017, the Company reimbursed IAC for the cost of those shares by issuing to IAC 120,350 shares of Class A Common Stock.

The employee matters agreement was terminated in connection with the Distribution on March 31, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12— BENEFIT PLANS

The Company’s employees in the U.S.

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

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

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

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

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

participated in a retirement savings program offered by IAC, the IAC Inc.

Retirement Savings Plan (“IAC Plan”), that qualifies under Section 401(k) of the Internal Revenue Code until December 31, 2025.

Matching contributions to the IAC Plan for the years ended December 31, 2025, 2024, and 2023 were $ 6.3 million, $ 7.6 million, and $ 8.1 million, respectively.

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

An investment option in the IAC Plan is IAC common stock, but neither participant nor matching contributions are required to be invested in IAC common stock.

In January 2026, all employees under the IAC Plan were transferred to the Angi Inc.

Retirement Savings Plan (“Angi Plan”).

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

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

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

The Company also has or participates in various benefit plans, primarily defined contribution plans, for its international employees.

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NOTE 13— INCOME TAXES

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.

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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.

Based on the tax sharing agreement, Angi has a $ 19.9 million payable to IAC as of December 31, 2025.

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

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

Years Ended December 31,

Updated Effective Tax Rate Calculation

Year Ended December 31, 2025

(In thousands)

US Federal Statutory Tax Rate

$ 13,131 21.00 %

State and Local Income Taxes

Foreign tax effects:

Statutory tax rate difference between Germany and United States

Enactment of New Tax Laws

Other Adjustments

Valuation Allowances

( 5,397 ) ( 8.63 )%

Valuation Allowances 2,655 4.25 %

Valuation Allowances ( 1,000 ) ( 1.60 )%

Other Foreign Jurisdictions

Effect of Cross Border Tax Laws

Research and Development Credits

( 5,046 ) ( 8.07 )%

Nontaxable or Nondeductible Items

Changes in Unrecognized Tax Benefits

Other Adjustments

Total Tax Expense (Benefit)

$ 18,695 29.90 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31,

(In thousands)

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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Long-term lease liabilities 8,621 11,816

Other 17,829 21,657

Total deferred tax assets 218,891 270,378

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Intangible assets, net ( 44,743 ) ( 46,192 )

Capitalized software, leasehold improvements and equipment, net ( 10,489 ) —

Right-of-use assets ( 5,660 ) ( 7,554 )

Capitalized costs to obtain a contract with a customer ( 2,079 ) ( 6,567 )

Other — ( 92 )

Total deferred tax liabilities ( 62,971 ) ( 60,313 )

Net deferred tax assets $ 124,731 $ 167,572

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.

At December 31, 2025, the Company has federal and state NOLs of $ 351.2 million and $ 519.7 million, respectively, available to offset future income.

Of these federal NOLs, $ 214.2 million can be carried forward indefinitely and $ 131.7 million, if not utilized, will expire at various times between 2035 and 2037.

Of these state NOLs, $ 18.8 million will be carried forward indefinitely and $ 355.1 million will expire at various times primarily between 2025 and 2044.

Federal and state NOLs of $ 317.8 million and $ 288.3 million, respectively, can be used against future taxable income without restriction and the remaining NOLs will be subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law.

At December 31, 2024, the Company has foreign NOLs of $ 289.9 million available to offset future income.

Of these foreign NOLs, $ 279.7 million can be carried forward indefinitely and $ 10.2 million, if not utilized, will expire at various times between 2038 and 2044.

During 2024, the Company recognized tax benefits related to NOLs of $ 36.2 million.

The federal NOLs, are primarily indefinite but a portion will expire between 2036 and 2037, if not utilized.

The state NOLs, will expire at various times primarily between 2026 and 2045.

At December 31, 2025, the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company has foreign NOLs of $ 296.6 million available to offset future income.

The foreign NOLs are primarily indefinite but a portion will expire in 2044.

At December 31, 2025, the Company has tax credit carryforwards of $ 43.7 million relating to federal and state tax credits for research activities.

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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.

At December 31, 2024, the Company has a U.S.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

During 2025, the Company’s valuation allowance decreased by $ 11.3 million primarily due to a change in judgement 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.

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

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

The Company is currently under audit by the Internal Revenue Service for 2023 as part of the IAC consolidated tax return.

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

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At December 31, 2025 and December 31, 2024, the Company has unrecognized tax benefits, including interest, of $ 14.1 million and $ 9.7 million, respectively.

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

If unrecognized tax benefits at December 31, 2025 are subsequently recognized, the income tax provision would be reduced by $ 12.9 million.

The comparable amount as of December 31, 2024 is $ 9.1 million.

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

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

Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2025 include Germany at $ 2.2 million and United Kingdom at $ 1.7 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14— EARNINGS (LOSS) PER SHARE

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Class A and Class B Common Stock shareholders:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

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Restricted cash included in “Other current assets” in the balance sheet at December 31, 2022 primarily consisted of cash reserved to fund insurance claims.

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

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

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Accrued employee compensation and benefits $ 41,222 $ 57,665

Restructuring liability 12,806 —

Accrued advertising expense 28,337 31,639

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Interest income $ 15,745 $ 19,582 $ 17,149

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

Other 1,845 ( 1,221 ) 1,278

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See “ Note 13—Income Taxes ” for information related to unrecognized tax benefits.

NOTE 16— RELATED PARTY TRANSACTIONS WITH IAC

NOTE 17— RELATED PARTY TRANSACTIONS

Relationship with IAC

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

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

Levin pursuant to the RSA Agreement were forfeited by Mr.

Accordingly, the cumulative stock-based compensation expense of $ 10.2 million previously recognized by Angi with respect to the restricted stock was reversed in the year ended December 31, 2025.

The expense recognized by Angi was attributable to the period from October 10, 2022 through April 8, 2024 when Mr.

Levin served as CEO of Angi.

Pursuant to the Employment Transition Agreement, IAC also transferred 0.5 million fully vested shares of Class B Common Stock held by IAC to Mr.

Levin, and Mr.

Levin immediately converted all shares of Class B Common Stock into shares of Class A Common Stock (the “Angi Shares”).

Levin has committed to not transfer or dispose of the Angi Shares prior to the sixth anniversary of March 31, 2025, subject to certain limited exceptions.

In connection with the Distribution, on March 31, 2025, Mr.

Levin ceased to serve as CEO of IAC and a member of its board of directors and became Executive Chairman of Angi.

Allocation of CEO Compensation and Certain Expenses

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

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

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

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

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

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On April 8, 2024, Jeffrey W.

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

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

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

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

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

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

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

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

Further, at the completion of the Distribution, on March 31, 2025, Mr.

Levin ceased to serve as CEO of IAC and a member of its board of directors and became Executive Chairman of Angi.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Combination and Related Agreements

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a services agreement;

a tax sharing agreement and an employee matters agreement, which collectively govern the relationship between IAC and Angi.

Following the Distribution, Angi will continue to be an independent, publicly traded company, and IAC will no longer own any shares of Angi capital stock.

The agreements between IAC and Angi that were put in place in connection with the Combination will survive the Distribution in accordance with their terms, with certain exceptions.

a tax sharing agreement and an employee matters agreement, which collectively governed the relationship between IAC and Angi prior to the Distribution.

Following the Distribution, Angi is an independent, publicly traded company, and IAC no longer owns any shares of Angi capital stock.

The agreements between IAC and Angi that were put in place in connection with the Combination survived the Distribution in accordance with their terms, with certain exceptions.

Contribution Agreement

The contribution agreement sets forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governs certain aspects of our relationship.

The contribution agreement set forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governed certain aspects of our relationship prior to the Distribution.

Certain provisions of the contribution agreement, including those relating to indemnification, remain in effect following the Distribution.

Under the contribution agreement, the Company agreed to assume all of the assets and liabilities related to the Angi business and agreed to indemnify IAC against any losses arising out of any breach by the Company of the contribution agreement or the other transaction related agreements described below.

IAC also agreed to indemnify the Company against any losses arising out of any breach by IAC of the contribution agreement or any of the other transaction related agreements described below.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investor Rights Agreement

The investor rights agreement provides IAC with certain registration, preemptive, and governance rights related to the Company and the shares of its capital stock it holds, as well as certain governance rights for the benefit of stockholders other than IAC.

In connection with the Distribution, IAC and Angi anticipate that they will terminate the investor rights agreement.

The investor rights agreement provided IAC with certain registration, preemptive, and governance rights related to the Company and the shares of capital stock IAC held, as well as certain governance rights for the benefit of stockholders other than IAC.

The investor rights agreement was terminated in connection with the Distribution on March 31, 2025.

Services Agreement

The services agreement currently governs services that IAC has agreed to provide to the Company through September 29, 2025, with automatic renewal for successive one-year terms, subject to IAC’s continued ownership of a majority of the total combined voting power of Angi’s voting stock and any subsequent extension(s) or truncation(s) agreed to by Angi and IAC.

The scope, nature and extent of services may be changed from time to time as Angi and IAC may agree.

In connection with the Distribution, Angi and IAC anticipate that they will update the schedule of services provided under the services agreement to reflect the provision of certain services requested by Angi for an agreed period of time following the Distribution, on terms consistent with the services agreement, including Angi’s continued participation in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan until January 1, 2026.

The Company was charged by IAC $ 3.9 million, $ 6.4 million, and $ 3.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, for services rendered pursuant to the services agreement.

Prior to the Distribution, the services agreement governed services that IAC agreed to provide to the Company.

Following the Distribution, Angi and IAC updated the schedule of services to reflect the provision of certain services requested by Angi for an agreed period of time on terms consistent with the services agreement.

These services included, among others, Angi’s continued participation in IAC’s U.S.

health and welfare plans and flexible benefits plan until January 1, 2026.

IAC continues to provide certain other services to the Company that IAC had historically provided prior to the Distribution, including, but not limited to, maintenance and support of shared financial systems.

Such remaining services will terminate as of March 31, 2026, subject to extension by the parties’ mutual agreement.

The Company was charged by IAC $ 0.8 million for the three months ended March 31, 2025 and $ 3.9 million, and $ 6.4 million for the years ended 2024, and 2023, respectively, for services rendered pursuant to the services agreement.

There were no outstanding payables pursuant to the services agreement at December 31, 2025 and 2024, respectively.

Tax Sharing Agreement

The tax sharing agreement governs the rights, responsibilities, and obligations of the Company and IAC with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S.

federal, state, local and foreign income taxes.

The tax sharing agreement governs the rights, responsibilities, and obligations of the Company and IAC with respect to tax matters, including responsibility for taxes attributable to the Company, entitlements to refunds, allocation of tax attributes and other tax matters.

Under the tax sharing agreement, the Company is generally responsible and required to indemnify IAC for:

(i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes the Company or any of its subsidiaries to the extent attributable to the Company or any of its subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of the Company's or its subsidiaries’ consolidated, combined, unitary or separate tax returns.

At December 31, 2024 and 2023, the Company had outstanding payables of $ 1.6 million and $ 2.1 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the balance sheet.

At December 31, 2025 and 2024, the Company had outstanding payables of none and $ 1.6 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the balance sheet.

There were $ 1.6 million payments to IAC pursuant to this agreement during the year ended December 31, 2025.

There were $ 5.1 million of payments to IAC pursuant to this agreement during the year ended December 31, 2024.

There were no payments to or refunds from IAC pursuant to this agreement during the years ended December 31, 2023 and 2022.

Employee Matters Agreement

The employee matters agreement addresses certain compensation (including stock-based compensation) and benefit issues related to the allocation of liabilities associated with:

(i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards.

Under the employee matters agreement, the Company's employees participate in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan and the Company reimburses IAC for the costs of such participation.

In the event IAC no longer retains shares representing at least 80 % of the aggregate voting power of shares entitled to vote in the election of the Company’s board of directors, Angi will no longer participate in IAC’s employee benefit plans, but will establish its own employee benefit plans that will be substantially similar to the plans sponsored by IAC prior to the Combination.

In addition, the employee matters agreement requires the Company to reimburse IAC for the cost of any IAC equity awards held by Angi current and former employees, with IAC having the ability to elect to receive payment in cash or shares of our Class B common stock.

This agreement also provides that IAC has the ability to require that stock appreciation rights granted prior to the closing of the Combination and equity awards denominated in shares of our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock.

To the extent that shares of IAC common stock are issued in settlement of these awards, the Company is obligated to reimburse IAC for the cost of those shares by issuing shares of our Class A common stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of our Class B common stock in the case of equity awards denominated in shares of our subsidiaries.

There were no payments to or refunds from IAC pursuant to this agreement during the year ended December 31, 2023.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Matters Agreement

The employee matters agreement addressed certain compensation (including stock-based compensation) and benefit issues related to the allocation of liabilities associated with:

(i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards.

Under the employee matters agreement, the Company's employees participated in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan and the Company reimbursed IAC for the costs of such participation.

The Company terminated the employee matters agreement upon the completion of the Distribution, at which point Angi’s continued participation in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan was covered under the services agreement as described above.

In addition, the employee matters agreement required the Company to reimburse IAC for the cost of any IAC equity awards held by Angi’s current and former employees, with IAC having the ability to elect to receive payment in cash or shares of Class B Common Stock of the Company.

This agreement also provided that IAC had the ability to require that stock appreciation rights granted prior to the closing of the Combination and equity awards denominated in shares of the Company’s subsidiaries to be settled in either shares of Class A Common Stock of the Company or IAC common stock.

To the extent that shares of IAC common stock are issued in settlement of these awards, the Company was obligated to reimburse IAC for the cost of those shares by issuing shares of Class A Common Stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of Class B Common Stock in the case of equity awards denominated in shares of its subsidiaries.

Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S.

federal income tax purposes, the Compensation and Human Capital Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards.

Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to any such distribution into equity awards denominated in shares of Angi Class A common stock, which Angi would be obligated to assume and which would be dilutive to Angi stockholders.

Following the Distribution, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Angi employees will be deemed employed by both companies for so long as they continue to be employed by whichever of the companies employs them immediately following the Distribution.

The Company expects to terminate the employee matters agreement upon the completion of the Distribution, with Angi’s continued participation in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan to be covered under the services agreement as described above.

During the years ended December 31, 2024, 2023 and 2022, there have been no IAC equity awards held by Angi employees exercised or vested, and no exercises and settlements of stock appreciation rights, that would require, pursuant to the employee matters agreement, reimbursement to IAC in Class A and Class B common stock.

federal income tax purposes, the Compensation and Human Capital Committee of the IAC Board of Directors had the exclusive authority to determine the treatment of outstanding IAC equity awards.

Such authority included (but was not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to any such distribution into equity awards denominated in shares of Angi Class A common stock, which Angi would be obligated to assume and which would be dilutive to Angi stockholders.

Following the Distribution, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Angi employees were deemed employed by both companies for so long as they continue to be employed by whichever of the companies employs them immediately following the Distribution.

On March 3, 2025, IAC settled equity awards denominated in shares of one of the Company’s subsidiaries in IAC common stock.

Pursuant to the terms of the employee matters agreement, the Company reimbursed IAC for the cost of those shares by issuing to IAC 120,350 shares of Class A Common Stock.

On March 4, 2025, Angi also canceled equity awards denominated in the shares of one of its subsidiaries and issued 113,823 RSUs to holders of those awards.

At December 31, 2025, there were no equity awards denominated in shares of the Company’s subsidiaries outstanding.

During the years ended 2024 and 2023, there have been no IAC equity awards held by Angi employees exercised or vested, and no exercises and settlements of stock appreciation rights, that required, pursuant to the employee matters agreement, reimbursement to IAC in Class A and Class B common stock.

Other Arrangements

Additionally, the Company subleases office space to IAC and charged rent pursuant to a lease agreement of $ 0.1 million, $ 0.6 million, and $ 1.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

IAC subleases office space to the Company and charged rent pursuant to a lease agreement of $ 1.4 million, $ 1.3 million, and $ 1.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024 and 2023, there were no outstanding receivables due from or payables due to IAC pursuant to the sublease agreements.

In connection with the Distribution, IAC and Angi anticipate that they will terminate the sublease arrangements.

The Company incurred advertising expense of $ 1.1 million, $ 6.5 million, and $ 7.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to advertising and audience targeted advertising purchased from another IAC owned business.

At December 31, 2024, there were no related payables outstanding.

At December 31, 2023 , there were related outstanding payables of $ 2.2 million included in “Accrued expenses and other current liabilities” in the balance sheet.

Additionally, the Company subleased office space to IAC and pursuant to a lease agreement charged rent of $ 0.1 million, $ 0.1 million, and $ 0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In May 2025, IAC terminated its sublease of office space from Angi.

IAC also subleased office space to the Company.

At March 31, 2025, in connection with the Distribution, Angi terminated its sublease of office space from IAC.

Before the sublease was terminated, IAC charged rent pursuant to a lease agreement of $ 0.3 million, $ 1.4 million, and $ 1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Through the end of 2025, Angi continued to (i) obtain certain services through contracts that are held in IAC’s name and (ii) obtain from IAC certain corporate support services, both of which required that Angi reimburse IAC.

AND SUBSIDIARIES

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On November 1, 2023, Angi completed the sale of 100 % of its wholly-owned subsidiary, THR, and has reflected it as a discontinued operation in its financial statements.

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

January 1 through November 1, Year Ended December 31,

The components of the loss from discontinued operations for the periods January 1, 2023 through November 1, 2023 in the statement of operations consisted of the following:

January 1 through November 1,

(In thousands)

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Depreciation 555

Amortization of intangibles — 667

Goodwill impairment — 26,005

Total operating costs and expenses 94,214

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Loss from discontinued operations before tax ( 4,861 )

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

Income tax provision

Loss from discontinued operations, net of tax $ ( 10,264 )

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

NOTE 18— SUBSEQUENT EVENTS

Proposed Spin-off

On January 13, 2025, IAC announced that its board of directors approved a plan to spin off its full stake in the Company to IAC stockholders.

IAC intends to effect the spin-off through a dividend to the holders of its common stock and Class B common stock of all of the common stock of the Company owned by IAC (the “Distribution”).

Prior to the effective time of the Distribution, IAC intends to voluntarily convert all of the shares of our Class B common stock that it owns to shares of Class A common stock.

The completion of the Distribution remains subject to customary conditions and to the final approval of IAC's board of directors and may not be completed, on the anticipated terms or at all.

IAC expects to complete the Distribution as soon as March 31, 2025.

During the period in which Angi owned THR, the U.S.

segment provided services to the Roofing segment totaling $ 3.5 million for the period ended January 1, 2023 through November 1, 2023.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk