Angi Inc. (ANGI) Business

Item 1.    Business

OVERVIEW

Who We Are

Angi Inc. connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. There were approximately 111,000 Average Monthly Active Pros (as defined below) during the three months ended December 31, 2025. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended December 31, 2025.

During the first quarter of 2025, the Company updated its segment reporting structure from “Ads and Leads”, “Services”, and “International” to “Domestic” and “International” to better reflect how it manages its business and how management evaluates performance and allocates resources. During the fourth quarter of 2025, the Company changed the name of its “Domestic” segment to “U.S.” segment. The change reflects an updated naming convention and did not result in any change to the composition of the segment or how the Company evaluates its performance in the current year as well as prior periods. The naming convention for prior periods has been conformed to the current period. The change had no impact on the Company’s consolidated financial statements. As a result of these updates, the Company now has the following two operating segments: (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.

As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise).

Spin-off from IAC Inc.

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, par value $0.001 per share, of the Company (“Class B Common Stock”) that it owned to shares of Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”). As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding. After completion of the Distribution, IAC has no ownership in the Company, there are no shares of Class B Common Stock outstanding, and the only class of Angi capital stock with shares outstanding is Class A Common Stock. For discussion of currently outstanding arrangements with IAC, see “Relationship with IAC after the Distribution.” Following the Distribution, Angi operates as an independent public company.

History

We were incorporated in the State of Delaware as ANGI Homeservices Inc. in 2017 in connection with the combination of IAC’s HomeAdvisor business and Angie’s List, Inc. (the “Combination”), which was completed in September 2017.

In 2018, we acquired Handy Technologies, Inc., a leading platform in the United States for connecting consumers looking for household services with top-quality, pre-screened independent professionals.

In March 2021, we changed our name to Angi Inc. in connection with an update to one of our leading websites and brands (Angie’s List) to Angi and in order to focus marketing, sales, and branding efforts on a single brand.

DESCRIPTION OF OUR BUSINESSES

Our U.S. Business

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.

Consumers

Consumers can connect with Pros across more than 500 service categories in our nationwide network through our digital marketplace and certain third-party affiliate platforms. In some cases, consumers can pay directly on the Angi platform for requested home services as well as select third-party retail partners (online and in store, where available) for assembly, installation and other related services to be fulfilled by Pros referred by Angi. Consumers can access our network and related basic tools and services, free of charge upon registration, as well as by way of purchased membership packages. This includes consumers’ access to our online True Cost Guide, which provides project cost information for hundreds of project types

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nationwide, ratings, reviews, and certain promotions, as well as a library of home services-related content consisting primarily of articles about home improvement, repair and maintenance, tools to assist consumers with the research, planning and management of their projects, and general advice for working with Pros.

Consumers can generally review profiles, ratings and reviews of presented Pros and select the Pro whom they believe best meets their specific needs, and Pros may contact consumers who have selected them. Consumers are under no obligation to work with any Pros referred by or found through any of our branded or third-party affiliate platforms. Consumers can rate Pros on a one- to five- star rating scale based on a variety of criteria, including, but not limited to, overall experience, availability, price, quality, responsiveness, punctuality and professionalism, depending on the type of service provided. Ratings on each applicable criterion are weighted across all reviews submitted for a given Pro to produce such Pro’s overall rating. Consumers can also provide a detailed description of their experiences with Pros. Ratings and reviews cannot be submitted anonymously and there are processes in place to prevent Pros from reporting on themselves or their competitors, as well as to detect fraudulent or otherwise problematic reviews.

Pros

In order to become an approved professional in the Angi network, Pros must satisfy certain criteria. Generally, Pros with an average consumer rating below a “3.5” are not eligible for an approved status. In addition to retaining the requisite member rating, the owners or principals of businesses affiliated with Pros must pass certain criminal background checks and attest to applicable state and local licensure requirements. If an approved Pro fails to meet any eligibility criteria during the applicable contract term, refuses to participate in our complaint resolution process, and/or engages in what we determine to be prohibited behavior through any of our platforms, existing service and access to the platform will be subject to termination.

Once eligibility criteria are satisfied, Pros are approved and can purchase service and be referred to consumers utilizing our proprietary algorithm. Pros who participate in pre-priced offerings pay fees for such referrals, however, there is no charge to enroll and no charge to view and select a requested service once enrolled. We also sell membership subscriptions to approved Pros through our salesforce and online, as well as provide them with a variety of services. The membership package includes membership in our digital marketplace as well as access to consumer referrals (for which additional fees are generally paid) and a listing in our online directory and certain other affiliated directories. Basic annual membership also includes a business profile page on HomeAdvisor.com and Angi.com, a mobile application and access to various online tools designed to help Pros more effectively market to, manage and connect with, consumers to whom they have been referred. In 2025, Pros participated in the following types of offerings: full-priced leads within a monthly budget, access to discounted leads in a subscription package, double opt-in leads on an a-la-carte basis and pre-priced offerings.

Our International Businesses

We also own and operate the following international businesses that connect consumers with Pros: (i) HomeStars, MyBuilder, MyHammer, Travaux and Werkspot, leading home services marketplaces in Canada, the United Kingdom, Germany, France and the Netherlands, respectively, (ii) the Austrian operations of MyHammer and (iii) the Italian operations of Werkspot. The business models of our international businesses differ in certain respects from the business model of our U.S. business.

Revenue

U.S. revenue includes lead revenue for consumer matches, 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 pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a Pro to perform the service. Lead revenue varies based upon several factors, including the service requested, product experience offered, and geographic location of service. International revenue primarily comprises leads revenue for consumer matches and membership subscription revenue from Pros.

Marketing

We market our various products and services to consumers primarily through digital marketing (primarily paid and free search engine marketing, display advertising, social media and third-party affiliate agreements), as well as through traditional offline marketing (national television, radio and streaming campaigns), and email. Pursuant to third-party affiliate agreements, third parties agree to advertise and promote our various products and services (and those of our various Pros) on their platforms. In exchange for these efforts, these third parties are paid a fee when visitors from their platforms click through and submit a valid service request through our platforms or when visitors submit a valid service request on an affiliate platform and the relevant affiliate transmits the service request to us. We also market our various products and services to consumers through relationships with select third-party retail partners and, to a lesser extent, through partnerships with other contextually related websites and direct mail.

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We market our product offerings featuring membership subscriptions to Pros primarily through our sales force. These products, our pre-priced offerings and various directories are also marketed through paid search engine marketing, digital media advertising and direct relationships with trade associations and manufacturers. In the second half of 2025, we launched a new online acquisition funnel for Pros in the U.S, which is still being optimized in expectation of establishing a new channel for Pro capacity growth in 2026.

We have made, and expect we will continue to make, substantial investments in digital and traditional offline marketing to consumers and Pros to promote our products and services and drive visitors to our various platforms and Pros.

Technology

We have a global engineering team dedicated to software development and the creation of new features to support our products and services across a full range of existing, new, and emerging devices and platforms. Our engineering team uses an agile development process that allows us to deploy frequent iterative releases for product and service features leveraging both open-source and vendor supported software technology.

Competition

The home services industry is highly competitive and fragmented, and in many important respects, local in nature. We compete with, among others: (i) search engines and online directories, (ii) home and/or local services-related platforms, (iii) providers of consumer ratings, reviews and referrals and (iv) various forms of traditional offline advertising (primarily local in nature), including radio, direct marketing campaigns, newspapers and other offline directories. We also compete with local and national retailers of home improvement products that offer or promote installation services. We believe our biggest competition comes from the traditional methods most people currently use to find Pros, which are by word-of-mouth and through referrals.

We believe that our ability to compete successfully will depend primarily upon the following factors:

•our ability to continue to build and maintain awareness of, and trust in and loyalty to, the Angi brand;

•the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and Pros, as well as our continued ability to introduce new products and services that resonate with consumers and Pros generally;

•the size, quality, diversity and stability of our network of Pros and the breadth of our online directory listings;

•our ability to consistently generate service requests through our platforms that convert into revenue for our Pros in a cost-effective manner;

•our ability to continue to attract (and increase) traffic to our brands and platforms through search engines, including the ability to ensure that information from such brands and platforms and related links are displayed prominently in free search engine results and that paid search marketing efforts are cost-effective, as well as the ability to respond to changes in the usage and functioning of search engines and the introduction of new technology;

•our ability to increasingly engage with consumers directly through our platforms, including our various mobile applications (rather than through search engine marketing or via free search engine referrals); and

•the quality and consistency of our Pro pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.

Intellectual Property

We regard our intellectual property rights as critical to our success, with our trademarks, service marks and domain names being especially critical to the continued development and awareness of our brands and our marketing efforts.

We protect our intellectual property rights through a combination of registered copyrights, trademarks, domain name registrations, trade secrets and patent applications, as well as through contractual restrictions and reliance on federal, state and common law. We also enter into confidentiality and proprietary rights agreements with employees, consultants, contractors and business partners, and employees and contractors are also subject to proprietary information and invention assignment provisions.

We have several registered trademarks in the United States (the most significant of which relate to our Angi, Angie’s List and HomeAdvisor brands), as well as certain other trademarks in Europe and Canada, and several pending trademark applications in the United States and certain other jurisdictions. We have also registered a variety of U.S. and international domain names, the most significant of which relate to our Angi brand. In addition, we have two patents that expire in November 2035.

Government Regulation

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We are subject to laws and regulations that affect companies conducting business on the Internet generally and through mobile applications, including laws relating to the liability of providers of online services for their operations and the activities of their users. As a result, we could be subject to claims based on negligence, various torts and trademark and copyright infringement, among other actions.

In addition, because we receive, transmit, store and use a substantial amount of information received from or generated by consumers and Pros, we are also impacted by laws and regulations governing privacy, the storage, sharing, use, processing, disclosure and protection of personal data and data breaches. See “Item 1A. Risk Factors—General Risk Factors—The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.”

We are particularly sensitive to laws and regulations that adversely impact the popularity or growth in use of the Internet and/or online products and services generally, restrict or otherwise unfavorably impact the ability or manner in which we provide our products and services, regulate the practices of third parties upon which we rely to provide our products and services and undermine open and neutrally administered Internet access. For example, the Digital Services Act applies to our European businesses effective February 17, 2024. Failure to comply with the Digital Services Act could result in the imposition of fines in an amount of up to 6% of a given online intermediary or platform’s annual worldwide turnover in the preceding fiscal year. In addition, the United Kingdom has passed the Online Safety Act 2023, which increases responsibilities of online platforms to control illegal or harmful activity and grants broad authority to the relevant communications regulator to enforce its provisions. To the extent our businesses are required to implement new measures and/or make changes to our products and services to ensure compliance, our business, financial condition and results of operations could be adversely affected. Compliance with this legislation or similar or more stringent legislation in other jurisdictions could be costly, and the failure to comply could result in service interruptions and negative publicity, any or all of which could adversely affect our business, financial condition and results of operations. Similarly, there have been various legislative efforts to restrict the scope of the protections available to online platforms under Section 230 of the Communications Decency Act (“Section 230”) and our current protections from liability for third-party content in the United States could decrease or change as a result. Any future adverse changes to Section 230 could result in additional compliance costs for us and/or exposure to additional liabilities.

We are also subject to laws governing marketing and advertising activities conducted by/through telephone, email, mobile devices and the Internet, including the Telephone Consumer Protection Act of 1991 (the “TCPA”), the Telemarketing Sales Rule, the CAN-SPAM Act and similar state laws, as well as federal, state, and local laws and agency guidelines governing background screening.

In addition, we also are subject to various other federal, state, and local laws, rules and regulations focused on consumer protection. These laws, rules and regulations are enforced by governmental entities such as the Federal Trade Commission (the “FTC”) and state Attorneys General offices and may confer private rights of action on consumers as well. Changes in these laws, or a proceeding of this nature, could have an adverse effect on us due to legal costs, impacts on business operations, diversion of management resources, negative publicity, and other factors.

As a provider of products and services with a membership-based element, we are sensitive to the adoption of laws and regulations affecting the ability of our businesses to periodically charge for recurring membership or subscription payments. For example, several U.S. states have enacted legislation making it easier for consumers to end recurring subscriptions and memberships by requiring companies to obtain express informed consent for recurring subscriptions before charging consumers and provide a simple mechanism to cancel subscriptions, including an online mechanism to do so if the consumer subscribed online. These laws and regulations could impact our ability to seamlessly deliver the convenience of automatic renewal to Pros and consumers. The adoption of any law that adversely affects revenue from recurring membership or subscription payments could adversely affect our business, financial condition and results of operations.

We are also generally sensitive to the adoption of new tax laws. The European Commission and several European countries have adopted (or intend to adopt) proposals that impact various aspects of the current tax framework under which our European businesses are taxed, including new types of non-income taxes (including digital services taxes based on a percentage of revenue). For example, we are subject to and must pay the Digital Services Tax in the United Kingdom, Canada and Italy. Certain of our businesses are subject to digital services taxes in one or more of the jurisdictions listed above and similar proposed tax laws could adversely affect our business, financial condition and results of operations. In addition, certain U.S. states have adopted or are considering adopting similar laws applicable to revenue attributable to digital advertising and other forms of digital commerce.

We are subject to new laws and regulations being considered and adopted by various state legislatures and federal agencies that regulate the use and disclosure of artificial intelligence (“AI”). The laws and regulations may adversely impact our ability to effectively incorporate AI into our products and services and/or make it more difficult to transparently market such products and services that incorporate AI.

We are particularly sensitive to laws and regulations related to the adoption and interpretation of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our Pros from independent

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contractors to employees. See “Item 1A. Risk Factors—Risks Related to Our Business and Industry—There may be adverse tax, legal and other consequences if the contractor classification or employment status of the Pros who use our platform is challenged.”

Human Capital Management

As of December 31, 2025, we employed approximately 2,300 employees worldwide, the substantial majority of which provided services to our brands and businesses located in the United States. From time to time, we also retain consultants and independent contractors.

Talent and Development

The development, attraction and retention of employees is critical to our success. We strive to provide an atmosphere that fosters teamwork and growth. We continue to invest in a more productive, engaged and inclusive workforce. To support the advancement of our employees, we offer training and development programs and encourage advancement from within. We leverage both formal and informal programs designed to identify, foster, train and retain top talent. We believe that our culture enables us to create, develop and fully leverage the strengths of our workforce to exceed consumer expectations and meet our growth objectives.

Total Rewards and Benefits

As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent. These programs include base wages and incentives in support of our pay for performance culture, as well as health, welfare and retirement benefits, vision, dental, life, prescription and long-term disability insurance plans. We also provide employee paid supplemental life and accident insurance plans. To help employees cover medical expenses on a pre-tax basis, we offer employees a flexible spending account. In the U.S. and certain European countries, we also support growing families through in vitro fertilization, adoption and surrogacy support and provide paid leave for bonding. We also maintain employee wellness programs, including mental health support access and telemedicine. Lastly, we also offer our US-based full-time employees a 401(k) retirement plan with an employer match.

Community

We encourage our employees to become involved in their communities by providing U.S.-based full-time employees with paid-time off each year to volunteer in local community-based programs.

Code of Business Conduct and Ethics

Our U.S.-based employees are required to annually certify to their familiarity and compliance with our Code of Business Conduct and Ethics. We also maintain an ethics hotline that is available to all of our employees to report (anonymously, if desired) any general ethics-related matter of concern. Communications to this hotline (which is facilitated by an independent third party) are routed to appropriate functions (whether Human Resources or Legal) for investigation and resolution. In addition, as required by law, we also maintain a hotline for employees to anonymously report complaints or concerns related to accounting and auditing matters.

Additional Information

Company Website and Public Filings

We maintain a website at www.angi.com. Neither the information on this website, nor the information on the websites of any of our brands and businesses, is incorporated by reference into this annual report, or into any other filings with, or into any other information furnished or submitted to, the U.S. Securities and Exchange Commission (“SEC”).

We also make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC. These reports (including related amendments) are also available at the SEC’s website, www.sec.gov.

We announce material financial and other information to our investors using our investor relations website at ir.angi.com. We encourage investors, the media, and others interested in the Company to review the information we post on our investor relations website.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to all of our employees (including our principal executive officer, principal financial officer and principal accounting officer) and directors and is posted on the Investor Relations section of our website at ir.angi.com under the heading “Code of Ethics.” This code complies with Item 406 of SEC Regulation S-K and the

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rules of The Nasdaq Stock Market LLC. Any changes to this code that affect the provisions required by Item 406 of Regulation S-K (and any waivers of such provisions for our principal executive officer, principal financial officer, principal accounting officer, and directors) will also be disclosed on our website.

RELATIONSHIP WITH IAC AFTER THE DISTRIBUTION

In connection with the Combination in 2017, we and IAC entered into certain agreements that governed our relationship prior to the Distribution. With the exception of the contribution agreement, the services agreement and the tax sharing agreement, these agreements terminated upon the completion of the Distribution. Certain material terms of the surviving agreements are described below. Each such summary is qualified in its entirety by the full text of the applicable agreement, each of which is included as an exhibit to this annual report.

Contribution Agreement

The contribution agreement provided for a number of the transactions necessary in connection with the Combination and also governed certain aspects of our relationship with IAC 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, we agreed to assume, and indemnify IAC and its non-Angi subsidiaries with respect to liabilities arising from, all of the assets and liabilities related to IAC’s HomeAdvisor business and indemnify IAC against any losses arising out of any breach by Angi of the contribution agreement or the other transaction-related agreements described below, and IAC agreed to indemnify us against liabilities arising from IAC’s other businesses and any losses arising out of any breach by IAC of such agreements.

Services Agreement

Prior to the Distribution, the services agreement governed services that IAC agreed to provide to us, including (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations and (ii) accounting, investor relations, and tax compliance services.

Following the Distribution, Angi and IAC updated the schedule of services to reflect IAC’s provision of certain services requested by us for an agreed period of time on terms consistent with the services agreement. These services included, among others, our 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 us 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.

Tax Sharing Agreement

The tax sharing agreement governs our and IAC’s rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to us, entitlements to refunds, allocation of tax attributes and other tax matters, and therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes.

The tax sharing agreement also addresses the parties’ respective rights, responsibilities and obligations with respect to the Distribution. Under the tax sharing agreement, each party is generally responsible for any taxes and related amounts imposed on IAC or us (or their respective subsidiaries) that arise from the failure of the Distribution to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 368(a)(1)(D) and/or Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the failure to so qualify is attributable to: (i) a breach of the relevant covenants made by that party in the tax sharing agreement, (ii) an acquisition of such party’s equity securities (or certain arrangements or substantial negotiations or discussions with respect to certain such acquisitions) or assets, or (iii) solely with respect to us, any inaccuracy of any representation or covenant made by us in any documents provided in support of any tax opinion or ruling obtained by IAC with respect to the U.S. federal income tax treatment of the Distribution.

Under the tax sharing agreement, we are generally required not to take, or fail to take, any action which action or failure to act could reasonably be expected to cause the Distribution to fail to preserve its tax-free status. For instance, the tax sharing agreement imposes certain restrictions on us and our subsidiaries during the two year period following the Distribution that are designed to preserve the tax-free status thereof. Specifically, during such period, except in specific circumstances, we and our subsidiaries generally would be prohibited from: (i) entering into any transaction pursuant to which our capital stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions, including repurchase of certain limited amount of our capital stock), (v) altering the voting rights of our capital stock, (vi) taking or failing to take other actions inconsistent with representations or covenants in any tax opinion or private letter ruling documents or (vii) ceasing to engage in any active trade or business as defined in the Code.