What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-28 · 51 added, 30 removed, 222 unchanged (27% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of the Company's Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this annual report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management's Report on Internal Control Over Financial Reporting

17 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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) and our report dated February 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

Rule 10b5-1 Trading Plans

No director or officer of the Company adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) during the quarter ended December 31, 2024.

During the quarter ended December 31, 2025, the following officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On December 5, 2025 , Andrew Russakoff , our Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate up to 67,388 shares of Class A Common Stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until December 31, 2026 , subject to early termination for certain specified events set forth in the trading arrangement, or, if earlier, the date all shares are sold thereunder.

No other directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408 during the quarter ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

The information required by Item 406 of Regulation S-K relating to the Angi Inc.

Code of Ethics is set forth under the caption “Part I-Item 1-Business-Description of Our Businesses-Additional Information-Code of Ethics” of this annual report and is incorporated herein by reference.

Code of Ethics is set forth under the caption “Item 1.

Business—Description of Our Businesses—Additional Information—Code of Ethics” of this annual report and is incorporated herein by reference.

The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2026 Proxy Statement and is incorporated herein by reference.

1 unchanged sentence

securities by:

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

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

A copy of this policy is filed as Exhibit 19.1 to this annual report.

4 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information regarding ownership of the Company’s Class A common stock and Class B common stock required by Item 403 of Regulation S-K and securities authorized for issuance under our equity compensation plans required by Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.

The information regarding ownership of the Company’s Class A common stock required by Item 403 of Regulation S-K and securities authorized for issuance under our equity compensation plans required by Item 201(d) of Regulation S-K is set

forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions involving Angi Inc.

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

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

required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

26 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Angi Inc.

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

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

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

6 unchanged sentences

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

3.5 Amended and Restated Bylaws of Angi Inc.

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

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

(dated as of March 21, 2025).

E xhibit 3.1 to the Registrant ’ s Current Report on Form 8-K, filed on March 24, 2025

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

(dated as of March 31, 2025).

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 1, 2025.

3.7 Amended and Restated Bylaws (as amended March 31, 2025).

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on April 1, 2025.

Description of Securities.

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

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

3 unchanged sentences

Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on August 20, 2020.

Supplemental Indenture, dated as of December 30, 2025, among ANGI Group, LLC, Angie’s List, Inc., Homeadvisor, Inc., Handy Technologies, Inc.

and Computershare Trust Company, N.A., as trustee.

10.1 Contribution Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

28 unchanged sentences

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

Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

7 unchanged sentences

Kip, dated as of April 5, 2024.

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

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

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

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

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

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

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

3 unchanged sentences

10.18 Transition Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of February 18, 2025.

Securities Trading Policy.

Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

10.19 Summary of Non-Employee Director Compensation Arrangements (as amended June 17, 2025).

1 to the Registrant’s Quarterly Report on Form 10- Q for the fiscal quarter ended June 30, 2025 .

10.20 Employment Agreement between Kris Boon and Angi Inc., dated as of August 8, 2025.

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025.

10.21 Employment Agreement between Glenn Orchard and Angi Inc., dated as of September 30, 2025.

2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025.

10.22 Credit Agreement, dated as of November 6, 2025, among ANGI Group, LLC, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K, filed on November 10, 2025.

Amendment, dated as of March 31, 2025, to Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

and IAC/InterActiveCorp.

Amendment, dated as of September 30, 2025, to Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

and IAC/InterActiveCorp.

Amendment, dated as of December 9, 2025, to Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

and IAC/InterActiveCorp.

Securities Trading Policy (amended as of August 13, 2025).

Subsidiaries of the Registrant as of December 31, 2025.

22 unchanged sentences

(3) Filed herewith.

(4) Furnished herewith.

(4) The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

6 unchanged sentences

Signature Title

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

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

/s/ JEFFREY W.

KIP Chief Executive Officer

KIP Chief Executive Officer and Director

/s/ ANDREW RUSSAKOFF Chief Financial Officer

5 unchanged sentences

HAAS Director

/s/ CHRISTOPHER HALPIN Director

Christopher Halpin

/s/ KENDALL HANDLER Director

Kendall Handler

/s/ ANGELA R.

5 unchanged sentences

SCHIFFMAN Director

/s/ MARK STEIN Director

/s/ SUZY WELCH Director

10 unchanged sentences

Deferred tax valuation allowance 42,493 ( 14,395 ) (c)

( 1,198 ) (d)

Other reserves 477 630

1 unchanged sentence

$ 1,868 $ ( 63,309 ) (b)

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

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

( 1,198 ) (d)

Other reserves 420 477

1 unchanged sentence

$ 171 $ ( 93,718 ) (b)

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

( 3,544 ) (g)

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

Other reserves 692 420

6 unchanged sentences

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

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

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

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

What changed 10-K

Item 9A. Controls and Procedures