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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2026
Or
| | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from__________to__________ |
Commission File No. 001-38220
Angi Inc.
(Exact name of Registrant as specified in its charter) | | | | | | | | |
| Delaware | | 82-1204801 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
3601 Walnut Street, Denver, CO 80205
(Address of registrant’s principal executive offices)
(303) 963-7200
(Registrant’s telephone number, including area code)
| | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| Class A Common Stock, par value $0.001 | | ANGI | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 1, 2026, the following shares of the registrant’s common stock were outstanding:
| | | | | |
| Class A Common Stock | 40,448,016 | |
| Class B Common Stock | — | |
| Class C Common Stock | — | |
| Total outstanding Common Stock | 40,448,016 | |
TABLE OF CONTENTS
| | | | | | | | |
| | | Page Number |
PART I |
Item 1. | Consolidated Financial Statements | |
| Consolidated Balance Sheet | 3 |
| Consolidated Statement of Operations | 4 |
| Consolidated Statement of Comprehensive Operations | 5 |
| Consolidated Statement of Shareholders’ Equity | 6 |
| Consolidated Statement of Cash Flows | 7 |
| Notes to Consolidated Financial Statements | |
| Note 1—The Company and Summary of Significant Accounting Policies | 8 |
| Note 2—Financial Instruments and Fair Value Measurements | 11 |
| Note 3—Restructuring | 12 |
| Note 4—Long-term Debt | 13 |
| Note 5—Accumulated Other Comprehensive Income | 14 |
| Note 6—Segment Information | 15 |
| Note 7—Income Taxes | 18 |
| Note 8—Earnings per Share | 20 |
| Note 9—Financial Statement Details | 21 |
| Note 10—Contingencies | 22 |
| Note 11—Related Party Transactions | 22 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 |
Item 4. | Controls and Procedures | 39 |
PART II |
Item 1. | Legal Proceedings | 40 |
Item 1A. | Risk Factors | 40 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
Item 5. | Other Information | 43 |
Item 6. | Exhibits | 44 |
| Signatures | 46 |
| | |
PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Angi Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET
(Unaudited)
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| (In thousands, except par value amounts) |
| ASSETS | | | |
| Cash and cash equivalents | $ | 244,580 | | | $ | 303,701 | |
| | | |
| Accounts receivable, net | 37,366 | | | 33,054 | |
| Other current assets | 31,358 | | | 29,627 | |
| | | |
| Total current assets | 313,304 | | | 366,382 | |
| | | |
| Capitalized software, leasehold improvements and equipment, net | 101,373 | | | 99,101 | |
| Goodwill | 889,220 | | | 890,066 | |
| Intangible assets, net | 166,978 | | | 167,142 | |
| Deferred income taxes | 125,317 | | | 126,229 | |
| Other non-current assets, net | 29,073 | | | 31,448 | |
| | | |
| TOTAL ASSETS | $ | 1,625,265 | | | $ | 1,680,368 | |
| | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| LIABILITIES: | | | |
| | | |
| Accounts payable | $ | 35,065 | | | $ | 34,031 | |
| Deferred revenue | 20,996 | | | 22,096 | |
| Accrued expenses and other current liabilities | 153,137 | | | 166,311 | |
| | | |
| Total current liabilities | 209,198 | | | 222,438 | |
| | | |
| Long-term debt, net | 471,389 | | | 497,667 | |
| | | |
| Deferred income taxes | 1,455 | | | 1,498 | |
| Other long-term liabilities | 28,499 | | | 31,399 | |
| | | |
| | | |
| | | |
| | | |
| Commitments and contingencies | | | |
| | | |
| SHAREHOLDERS’ EQUITY: | | | |
Class A common stock, $0.001 par value; authorized 2,000,000 shares; issued 54,641 and 54,282 shares, respectively, and outstanding 40,421 and 40,062, respectively | 538 | | | 538 | |
Class B convertible common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and no shares outstanding | — | | | — | |
Class C common stock, $0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding | — | | | — | |
| Additional paid-in capital | 1,424,207 | | | 1,427,693 | |
| Accumulated deficit | (159,858) | | | (150,880) | |
| Accumulated other comprehensive income | 5,760 | | | 5,938 | |
Treasury stock, 14,220 and 14,220 shares, respectively | (355,923) | | | (355,923) | |
| | | |
| | | |
| Total shareholders’ equity | 914,724 | | | 927,366 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,625,265 | | | $ | 1,680,368 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Angi Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (In thousands, except per share data) |
| Revenue | $ | 238,150 | | | $ | 245,913 | | | | | |
| Cost of revenue (exclusive of depreciation shown separately below) | 9,693 | | | 13,015 | | | | | |
| Gross profit | 228,457 | | | 232,898 | | | | | |
| Operating costs and expenses: | | | | | | | |
| Selling and marketing expense | 139,933 | | | 118,541 | | | | | |
| General and administrative expense | 57,931 | | | 57,319 | | | | | |
| Product development expense | 10,440 | | | 27,087 | | | | | |
| Depreciation | 14,694 | | | 9,948 | | | | | |
| Restructuring | 14,923 | | | — | | | | | |
| | | | | | | |
| Total operating costs and expenses | 237,921 | | | 212,895 | | | | | |
| Operating (loss) income | (9,464) | | | 20,003 | | | | | |
| Interest expense | (5,330) | | | (5,044) | | | | | |
| Other income, net | 5,099 | | | 4,828 | | | | | |
| (Loss) earnings before income taxes | (9,695) | | | 19,787 | | | | | |
| Income tax benefit (provision) | 717 | | | (4,681) | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net (loss) earnings attributable to Angi Inc. shareholders | $ | (8,978) | | | $ | 15,106 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Per share information attributable to Angi Inc. shareholders: | | | | | | | |
| Basic (loss) earnings per share | $ | (0.22) | | | $ | 0.30 | | | | | |
| Diluted (loss) earnings per share | $ | (0.22) | | | $ | 0.30 | | | | | |
| | | | | | | |
| Stock-based compensation expense by function: | | | | | | | |
| | | | | | | |
| Selling and marketing expense | $ | 275 | | | $ | 636 | | | | | |
| General and administrative expense | 2,853 | | | (6,847) | | | | | |
| Product development expense | (376) | | | 3,924 | | | | | |
| Total stock-based compensation expense | $ | 2,752 | | | $ | (2,287) | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Angi Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (In thousands) |
| Net (loss) earnings | $ | (8,978) | | | $ | 15,106 | | | | | |
| Other comprehensive (loss) income: | | | | | | | |
| Change in foreign currency translation adjustment | (178) | | | 2,879 | | | | | |
| | | | | | | |
| Total other comprehensive (loss) income | (178) | | | 2,879 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Comprehensive (loss) income attributable to Angi Inc. shareholders | $ | (9,156) | | | $ | 17,985 | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Angi Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended March 31, 2026 and 2025
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Class A Common Stock $0.001 Par Value | | Class B Convertible Common Stock $0.001 Par Value | | Class C Common Stock $0.001 Par Value | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | | Total Shareholders' Equity |
| | | | | | | | | | | | | | | | Additional Paid-in Capital | | Accumulated Deficit | | | Treasury Stock | | | | |
| | | $ | | Shares | | $ | | Shares | | $ | | Shares | | | | | | | |
| | | (In thousands) | | |
| Balance as of December 31,2025 | | | | $ | 538 | | | 54,282 | | | $ | — | | | — | | | $ | — | | | — | | | $ | 1,427,693 | | | $ | (150,880) | | | $ | 5,938 | | | $ | (355,923) | | | | | | | $ | 927,366 | |
| Net loss | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (8,978) | | | — | | | — | | | | | | | (8,978) | |
| Other comprehensive loss | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (178) | | | — | | | | | | | (178) | |
| Stock-based compensation expense | | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,150 | | | — | | | — | | | — | | | | | | | 4,150 | |
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | | | | — | | | 359 | | | — | | | — | | | — | | | — | | | (1,811) | | | — | | | — | | | — | | | | | | | (1,811) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment pursuant to the tax sharing agreement with IAC post-distribution | | | | — | | | — | | | — | | | — | | | — | | | — | | | (135) | | | — | | | — | | | — | | | | | | | (135) | |
| Other | | | | — | | | — | | | — | | | — | | | — | | | — | | | (5,690) | | | — | | | — | | | — | | | | | | | (5,690) | |
| Balance as of March 31, 2026 | | | | $ | 538 | | | 54,641 | | | $ | — | | | — | | | $ | — | | | — | | | $ | 1,424,207 | | | $ | (159,858) | | | $ | 5,760 | | | $ | (355,923) | | | | | | | $ | 914,724 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31,2024 | | | | $ | 113 | | | 11,295 | | | $ | 422 | | | 42,202 | | | $ | — | | | — | | | $ | 1,465,640 | | | $ | (195,015) | | | $ | (2,495) | | | $ | (205,864) | | | | | | | $ | 1,062,801 | |
| Net earnings | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 15,106 | | | — | | | — | | | | | | | 15,106 | |
| Other comprehensive income | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,879 | | | — | | | | | | | 2,879 | |
Stock-based compensation expense | | | | — | | | — | | | — | | | — | | | — | | | — | | | (652) | | | — | | | — | | | — | | | | | | | (652) | |
Issuance of common stock pursuant to stock-based awards, net of withholding taxes | | | | 1 | | | 283 | | | — | | | — | | | — | | | — | | | (4,573) | | | — | | | — | | | — | | | | | | | (4,572) | |
Issuance of common stock to IAC pursuant to the employee matters agreement | | | | 1 | | | 120 | | | — | | | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | | | | | — | |
Purchase of treasury stock | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (10,688) | | | | | | | (10,688) | |
| 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) | |
| Other | | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,126 | | | — | | | — | | | — | | | | | | | 2,126 | |
| Balance as of March 31, 2025 | | | | $ | 537 | | | 53,900 | | | $ | — | | | — | | | $ | — | | | — | | | $ | 1,444,580 | | | $ | (179,909) | | | $ | 384 | | | $ | (216,552) | | | | | | | $ | 1,049,040 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Angi Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 | | |
| (In thousands) |
Cash flows from operating activities: | | | | | |
| | | | | |
| | | | | |
| Net (loss) earnings | $ | (8,978) | | | $ | 15,106 | | | |
| Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities: | | | | | |
Depreciation | 14,694 | | | 9,948 | | | |
Provision for credit losses | 10,338 | | | 11,314 | | | |
Stock-based compensation expense | 2,752 | | | (2,287) | | | |
| Non-cash lease expense (including impairment of right-of-use assets) | 1,921 | | | 1,786 | | | |
Deferred income taxes | 482 | | | 2,717 | | | |
| Gain on extinguishment of debt | (2,739) | | | — | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Other adjustments, net | 444 | | | (451) | | | |
Changes in assets and liabilities: | | | | | |
Accounts receivable | (14,790) | | | (14,773) | | | |
Other assets | 851 | | | 2,469 | | | |
Accounts payable and other liabilities | (16,285) | | | (20,390) | | | |
Income taxes payable and receivable | (2,047) | | | 1,417 | | | |
| Operating lease liabilities | (3,461) | | | (3,270) | | | |
Deferred revenue | (1,085) | | | (6,699) | | | |
| Net cash used in operating activities | (17,903) | | | (3,113) | | | |
| | | | | |
Cash flows from investing activities: | | | | | |
| | | | | |
Capital expenditures | (15,725) | | | (12,574) | | | |
| | | | | |
| | | | | |
| | | | | |
Proceeds from sales of fixed assets | 32 | | | 75 | | | |
| | | | | |
| Net cash used in investing activities | (15,693) | | | (12,499) | | | |
| | | | | |
Cash flows from financing activities: | | | | | |
| | | | | |
Repurchases of debt | (23,744) | | | — | | | |
| | | | | |
| | | | | |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (1,798) | | | (4,542) | | | |
| Purchases of treasury stock | — | | | (9,801) | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Net cash used in financing activities | (25,542) | | | (14,343) | | | |
| | | | | |
Total cash used | (59,138) | | | (29,955) | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 17 | | | (26) | | | |
| Net decrease in cash and cash equivalents and restricted cash | (59,121) | | | (29,981) | | | |
Cash and cash equivalents and restricted cash at beginning of period | 303,701 | | | 416,545 | | | |
Cash and cash equivalents and restricted cash at end of period | $ | 244,580 | | | $ | 386,564 | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
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 105,000 Average Monthly Active Pros in the U.S. during the three months ended March 31, 2026. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended March 31, 2026.
The Company has two operating segments: (i) “U.S.” and (ii) International (consisting of businesses in Europe and Canada) and operates 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).
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 the 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.
The 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.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Distribution
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.
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 reportable segments: U.S. and International.
Basis of Presentation and Consolidation
The Company prepares its consolidated financial statements (referred to herein as “financial statements”) in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). 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 and among the Company and its subsidiaries have been eliminated.
The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The unaudited interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its financial statements in accordance with GAAP. These estimates, judgments and assumptions affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the recoverability of all long-lived assets, including goodwill and indefinite-lived intangible assets; contingencies; unrecognized tax benefits; the liability for potential refunds and customer credits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. Revenue is recognized when control of the promised services or goods is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
The Company’s disaggregated revenue disclosures are presented in “Note 6—Segment Information .”
Deferred Revenue
Deferred revenue consists of payments that are received or are contractually due in advance of the Company’s performance obligation. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. 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, 2025, the current and non-current deferred revenue balances were $22.1 million and less than $0.1 million, respectively, and during the three months ended March 31, 2026, the Company recognized $16.6 million of revenue that was included in the deferred revenue balance as of December 31, 2025. 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 three months ended March 31, 2025, the Company recognized $31.0 million of revenue that was included in the deferred revenue balance as of December 31, 2024.
The current and non-current deferred revenue balances at March 31, 2026 are $21.0 million and less than $0.1 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the balance sheet.
Practical Expedients and Exemptions
For contracts that have an original duration of one year or less, the Company uses the practical expedient available under Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers, applicable to such contracts and does not consider the time value of money.
In addition, as permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
The Company also applies the practical expedient to expense sales commissions as incurred where the anticipated customer relationship period is one year or less.
Gain on Extinguishment of Debt
The Company recognizes a gain on extinguishment of debt when senior notes are repurchased at a price below their carrying value. The gain is calculated as the difference between the carrying amount of the extinguished debt (including any unamortized debt issuance costs and original issue discount) and the repurchase price paid (including any transaction costs). Such gains are recognized immediately in the period of repurchase and are presented within other income, net in the consolidated statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
There were no recently issued accounting pronouncements adopted by the Company during the three months ended March 31, 2026.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recent Accounting Pronouncements Not Yet Adopted by the Company
ASU No. 2024-03— Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40)— Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, which is intended to provide users of financial statements with more decision-useful information about expenses of a public business entity, primarily through enhanced disclosures of certain components of expenses commonly presented within captions on the statement of operations, such as purchases of inventory, employee compensation, depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU No. 2024-03 also requires disclosure of the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted and ASU No. 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2024-03 and its impact on its disclosures, and the timing and method of adoption. ASU No. 2024-03 does not affect the Company's results of operations, financial condition or cash flows.
ASU No. 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 2—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value Measurements |
| (In thousands) |
Assets: | | | | | | | |
Cash equivalents: | | | | | | | |
| Money market funds | $ | 133,943 | | | $ | — | | | $ | — | | | $ | 133,943 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 133,943 | | | $ | — | | | $ | — | | | $ | 133,943 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Level 1 | | Level 2 | | Level 3 | | Total Fair Value Measurements |
| (In thousands) |
Assets: | | | | | | | |
Cash equivalents: | | | | | | | |
| Money market funds | $ | 241,946 | | | $ | — | | | $ | — | | | $ | 241,946 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 241,946 | | | $ | — | | | $ | — | | | $ | 241,946 | |
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Financial instruments measured at fair value only for disclosure purposes
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 $420.9 million and $461.4 million at March 31, 2026 and December 31, 2025, respectively.
NOTE 3—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 2026, subject to local law and consultation requirements.
As a result of the reduction in workforce, the Company estimates that it will incur approximately $30.0 million in total restructuring charges, of which $12.8 million was recorded in the fourth quarter of 2025, and $14.9 million was recorded in the first quarter of 2026, for a cumulative total of $27.7 million. The restructuring charges consist primarily of severance payments, employee benefits and related costs. The $7.2 million remaining 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 consolidated statement of operations as of March 31, 2026.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present restructuring activities related to employee severance and benefit arrangements:
| | | | | | | |
| | March 31, 2026 | | |
| | (In thousands) |
Beginning balance | $ | 12,806 | | | |
Accruals and adjustments | 14,923 | | | |
Cash payments | (20,504) | | | |
| Accrued balance as of March 31, 2026 | $ | 7,225 | | | |
NOTE 4—LONG-TERM DEBT
Long-term debt consists of:
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | (In thousands) |
3.875% ANGI Group Senior Notes due August 15, 2028 (“ANGI Group Senior Notes”); interest payable each February 15 and August 15 | $ | 473,400 | | | $ | 500,000 | |
| | | |
| | | |
| | | |
| Less: unamortized debt issuance costs | 2,011 | | | 2,333 | |
Total long-term debt, net | $ | 471,389 | | | $ | 497,667 | |
ANGI Group Senior Notes
ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi, issued the ANGI Group Senior Notes on August 20, 2020. In December 2025, ANGI Group amended the indenture governing the ANGI Group Senior Notes to add certain U.S. subsidiaries of ANGI Group that are guarantors under the Credit Agreement (defined below) as additional guarantors under such indenture. These notes may be redeemed at the redemption prices, plus accrued and unpaid interest thereon, if any, as set forth in the indenture governing the notes.
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 March 31, 2026 and December 31, 2025, there were no limitations pursuant thereto.
During the first quarter of 2026, the Company repurchased a total of $26.6 million aggregate principal amount of the ANGI Group Senior Notes, maturing in 2028, for total cash consideration, including $0.1 million of accrued and unpaid interest, for $23.9 million. The repurchases of the ANGI Group Senior Notes in the first quarter of 2026 resulted in an aggregate net gain on extinguishment of debt of $2.7 million, which is included in other income, net in the consolidated statement of operations for the three months ended March 31, 2026.
From the period of April 1, 2026 through the date of this Report, the Company repurchased $73.4 million aggregate principal amount of its ANGI Group Senior Notes for cash consideration, including $0.6 million of accrued and unpaid interest, for $68.0 million and expects to record a net gain on extinguishment of debt of $5.7 million in the second quarter of 2026.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Revolving Credit Facility
On November 6, 2025, ANGI Group, LLC entered into a Credit Agreement (the “Credit 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 March 31, 2026, 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 March 31, 2026.
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 5—ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables present the components of accumulated other comprehensive income, which exclusively consists of foreign currency translation adjustment:
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 |
| Foreign Currency Translation Adjustment | | | | | | Foreign Currency Translation Adjustment | | | | |
| (In thousands) |
Balance at January 1 | $ | 5,938 | | | | | | | $ | (2,495) | | | | | |
| Other comprehensive (loss) income | (178) | | | | | | | 2,879 | | | | | |
Balance at March 31 | $ | 5,760 | | | | | | | $ | 384 | | | | | |
At March 31, 2026 and 2025, there was no tax benefit or provision on the accumulated other comprehensive income.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6—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 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 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 reportable segments: (i) U.S. and (ii) International.
Disaggregated Revenue
The following table presents revenue by reportable segment:
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2026 | | 2025 | | | | | | | | | | |
| (In thousands) |
| Revenue: | | | | | | | | | | | | | |
| U.S. | $ | 202,498 | | | $ | 212,555 | | | | | | | | | | | |
| International | 35,652 | | | 33,358 | | | | | | | | | | | |
| Total | $ | 238,150 | | | $ | 245,913 | | | | | | | | | | | |
The following table presents the revenue of the Company’s segments disaggregated by type of service:
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2026 | | 2025 | | | | | | | | | | |
| (In thousands) |
| U.S.: | | | | | | | | | | | | | |
| Lead revenue | $ | 184,432 | | | $ | 115,389 | | | | | | | | | | | |
| Advertising revenue | (46) | | | 71,646 | | | | | | | | | | | |
| Services revenue | 12,782 | | | 16,911 | | | | | | | | | | | |
| Membership subscription revenue | 5,302 | | | 8,562 | | | | | | | | | | | |
| Other revenue | 28 | | | 47 | | | | | | | | | | | |
Total U.S. Revenue | 202,498 | | | 212,555 | | | | | | | | | | | |
| International: | | | | | | | | | | | | | |
| Lead revenue | 35,029 | | | 32,082 | | | | | | | | | | | |
| Membership subscription revenue | — | | | 838 | | | | | | | | | | | |
| Other revenue | 623 | | | 438 | | | | | | | | | | | |
Total International Revenue | 35,652 | | | 33,358 | | | | | | | | | | | |
| Total revenue | $ | 238,150 | | | $ | 245,913 | | | | | | | | | | | |
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment Expenses
The following table presents the significant expenses included in the Company’s segment reporting performance measure, Segment Adjusted EBITDA, that are regularly provided to the CODM:
| | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, | | |
| | | | | 2026 | | 2025 | | | | |
| | | | | (in thousands) |
| U.S. | | | | | | | | | | | |
Consumer marketing expense (a) | | | | | $ | 92,765 | | | $ | 65,276 | | | | | |
Fixed expense (b) | | | | | 35,097 | | | 48,122 | | | | | |
Pro acquisition expense (c) | | | | | 30,538 | | | 39,044 | | | | | |
Variable expense (d) | | | | | 20,764 | | | 26,545 | | | | | |
Cost of revenue (e) | | | | | 8,219 | | | 11,998 | | | | | |
| Total U.S. expenses | | | | | 187,383 | | | 190,985 | | | | | |
| International | | | | | | | | | | | |
Fixed expense (b) | | | | | 6,602 | | | 11,651 | | | | | |
Variable expense (d) | | | | | 5,964 | | | 5,345 | | | | | |
Consumer marketing expense (a) | | | | | 8,798 | | | 4,961 | | | | | |
Pro acquisition expense (c) | | | | | 5,024 | | | 4,290 | | | | | |
Cost of revenue (e) | | | | | 1,474 | | | 1,017 | | | | | |
| Total International expenses | | | | | 27,862 | | | 27,264 | | | | | |
| Total expenses | | | | | $ | 215,245 | | | $ | 218,249 | | | | | |
Pro acquisition expense for the three months ended March 31, 2026 excludes $2.8 million of commissions capitalized in the same period and includes $3.3 million of amortization of capitalized commissions from prior periods. Pro acquisition expense for the three months ended March 31, 2025 excludes $3.4 million of commissions capitalized in the same period and includes $9.1 million of amortization of capitalized commissions from prior periods.
_____________________
(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, (iii) payments made to independent third-party Pros who perform work, and (iv) sales tax.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment Reporting Performance Measure and Reconciliations
Adjusted EBITDA is the Company’s primary financial and GAAP segment measure. Adjusted EBITDA is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; (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. The following table presents a summary of Segment Adjusted EBITDA:
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2026 | | 2025 | | | | | | | | | | |
| (In thousands) |
| Segment Adjusted EBITDA: | | | | | | | | | | | | | |
| U.S. | $ | 15,116 | | | $ | 21,566 | | | | | | | | | | | |
| International | 7,789 | | | 6,098 | | | | | | | | | | | |
| Total Segment Adjusted EBITDA | $ | 22,905 | | | $ | 27,664 | | | | | | | | | | | |
The following table reconciles total Segment Adjusted EBITDA to earnings before income taxes:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (In thousands) |
| Total Segment Adjusted EBITDA | $ | 22,905 | | | $ | 27,664 | | | | | |
| Stock-based compensation expense | (2,752) | | | 2,287 | | | | | |
| Depreciation | (14,694) | | | (9,948) | | | | | |
| | | | | | | |
Restructuring | (14,923) | | | — | | | | | |
| Interest expense | (5,330) | | | (5,044) | | | | | |
| Other income, net | 5,099 | | | 4,828 | | | | | |
| Earnings before income taxes | $ | (9,695) | | | $ | 19,787 | | | | | |
Capital Expenditures
The following table presents capital expenditures as viewed by the CODM:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | | | |
| (In thousands) |
| Capital expenditures: | | | | | | | |
| U.S. | $ | 13,522 | | | $ | 12,574 | | | | | |
| International | 2,203 | | | — | | | | | |
| Total | $ | 15,725 | | | $ | 12,574 | | | | | |
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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
Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2026 | | 2025 | | | | | | | | | | |
| (In thousands) |
| Revenue: | | | | | | | | | | | | | |
| United States | $ | 202,493 | | | $ | 212,495 | | | | | | | | | | | |
| All other countries | 35,657 | | | 33,418 | | | | | | | | | | | |
| Total | $ | 238,150 | | | $ | 245,913 | | | | | | | | | | | |
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| (In thousands) |
| Long-lived assets (excluding goodwill and intangible assets): | | | |
| United States | $ | 112,567 | | | $ | 113,647 | |
| All other countries | 12,139 | | | 10,787 | |
| Total | $ | 124,706 | | | $ | 124,434 | |
NOTE 7—INCOME TAXES
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 the periods through March 31, 2025, the income tax provision and/or benefit 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 consolidated statement of cash flows. The tax sharing agreement between the Company and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to the Company, entitlement to refunds, allocation of tax attributes and other matters and, therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision or benefit computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows. Based on the tax sharing agreement, Angi has a $11.4 million payable to IAC as of March 31, 2026.
At the end of each interim period, the Company estimates the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
For the three months ended March 31, 2026, the Company recorded an income tax benefit of $0.7 million. The effective income tax rate is lower than the statutory rate of 21% primarily due to $2.9 million of discrete restructuring tax benefit incurred in Q1 2026.
For the three months ended March 31, 2025, the Company recorded an income tax provision of $4.7 million which represents an effective income tax rate of 24%. The effective income tax rate is higher than the statutory rate of 21% due primarily to tax shortfalls generated by the vesting of stock-based awards, unbenefited losses, and foreign income taxed at
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
different rates, partially offset by nontaxable cumulative previously recognized stock-based compensation expense related to the IAC restricted stock forfeited by Joseph Levin, former CEO of IAC and current Executive Chairman of Angi, and research credits.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest are not material and there are currently no accruals for penalties.
The Company’s income taxes are routinely under audit by federal, state, local and foreign authorities as a result of previously filed separate company and consolidated tax returns with IAC. 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 Internal Revenue Service has initiated an audit of IAC’s federal income tax return for fiscal year ending December 31, 2023, which includes operations of Angi legal entities. The start of this audit has not resulted in any changes to Angi’s financial positions. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2016.
At March 31, 2026 and December 31, 2025, the Company has unrecognized tax benefits, including interest, of $14.3 million and $14.1 million, respectively. If unrecognized tax benefits at March 31, 2026 are subsequently recognized, the income tax provision would be reduced by $13.1 million. The comparable amount as of December 31, 2025 is $12.9 million.
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. The Company expects to fully utilize their gross deferred tax assets on a more likely than not basis, except in certain foreign jurisdictions.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8—EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted (loss) earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 |
| | Basic | | Diluted | | Basic | | Diluted |
| | (In thousands, except per share data) |
| Numerator: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net earnings attributable to Angi Inc. Class A and Class B Common Stock shareholders | $ | (8,978) | | | $ | (8,978) | | | $ | 15,106 | | | $ | 15,106 | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted average basic Class A and Class B common stock shares outstanding | 40,152 | | | 40,152 | | | 49,779 | | | 49,779 | |
Dilutive securities (a) (b) | — | | | — | | | — | | | 685 | |
| Denominator for earnings per share—weighted average shares | 40,152 | | | 40,152 | | | 49,779 | | | 50,464 | |
| | | | | | | |
| Earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: | |
| (Loss) earnings per share | $ | (0.22) | | | $ | (0.22) | | | $ | 0.30 | | | $ | 0.30 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
________________________
(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”) and market-based awards (“MSUs”). For the three months ended March 31, 2026 and 2025, 4.3 million and 1.3 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
(b) MSUs and performance-based awards (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of MSUs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the MSUs and PSUs is dilutive for the respective reporting periods. For the three months ended March 31, 2026 and 2025, 0.3 million and 0.3 million underlying MSUs and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9—FINANCIAL STATEMENT DETAILS
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the consolidated statement of cash flows:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 | | March 31, 2025 | | December 31, 2024 |
| (In thousands) |
| Cash and cash equivalents | $ | 244,580 | | | $ | 303,701 | | | $ | 386,564 | | | $ | 416,434 | |
| | | | | | | |
| Restricted cash included in other non-current assets | — | | | — | | | — | | | 111 | |
| | | | | | | |
| Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows | $ | 244,580 | | | $ | 303,701 | | | $ | 386,564 | | | $ | 416,545 | |
Restricted cash included in “Other non-current assets” in the consolidated balance sheets for all periods presented above primarily consisted of deposits related to leases.
Credit Losses
The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | |
| 2026 | | 2025 | | |
| (In thousands) |
Balance at January 1 | $ | 15,890 | | | $ | 20,504 | | | |
| Current period provision for credit losses | 10,338 | | | 11,314 | | | |
| Write-offs charged against the allowance for credit loss | (8,513) | | | (13,851) | | | |
| | | | | |
Recoveries collected | 1,087 | | | 1,219 | | | |
| Other | (7) | | | 26 | | | |
Balance at March 31 | $ | 18,795 | | | $ | 19,212 | | | |
Accumulated Depreciation and Amortization
The following table provides the accumulated depreciation and amortization within the consolidated balance sheet:
| | | | | | | | | | | |
| Asset Category | March 31, 2026 | | December 31, 2025 |
| | (In thousands) |
| | | |
| Capitalized software, leasehold improvements, and equipment | $ | 220,152 | | | $ | 222,024 | |
| Intangible assets | $ | 80,950 | | | $ | 89,229 | |
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other income, net
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| | 2026 | | 2025 | | | | |
| | (In thousands) |
| Interest income | $ | 2,508 | | | $ | 4,314 | | | | | |
| | | | | | | |
| | | | | | | |
Gain on extinguishment of debt | 2,739 | | | — | | | | | |
| | | | | | | |
| Other | (148) | | | 514 | | | | | |
| Other income, net | $ | 5,099 | | | $ | 4,828 | | | | | |
NOTE 10—CONTINGENCIES
In the ordinary course of business, the Company is subject to various lawsuits and other contingent matters. The Company establishes accruals for specific legal and other matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain legal and other matters where it believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible and for which the Company cannot estimate a loss or range of loss, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including unrecognized tax benefits and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 7—Income Taxes” for information related to unrecognized tax benefits.
NOTE 11—RELATED PARTY TRANSACTIONS
Relationship with IAC
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 (the “IAC Employment Agreement”), and the Amended and Restated Restricted Stock Agreement, dated June 7, 2021 (“RSA Agreement”) were terminated, except certain restrictive covenants under the IAC Employment Agreement survived termination. 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. Levin. 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 three months ended March 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”). Mr. 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 on April 1, 2025.
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 March 31, 2026, there were no equity awards denominated in shares of the Company’s subsidiaries outstanding.
Angi Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company subleased office space to IAC and pursuant to a lease agreement charged rent of $0.1 million for the three months ended March 31, 2025. 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 for the three months ended March 31, 2025.
Following the Distribution, IAC is no longer considered a related party, and the relationship between Angi and IAC is governed by a number of agreements. These agreements include: a contribution agreement, a tax sharing agreement, and an employee matters agreement.
In connection with the Distribution, Angi and IAC updated 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. Through March 31, 2026 when the services agreement terminated, 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.
While the employee matters agreement remained in place following the completion of the Distribution, Angi’s continued participation in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan is no longer covered by the employee matters agreement upon effectiveness of the Distribution and was covered under the services agreement as described above.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Management Overview
Angi Inc. (with its subsidiaries, “Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. There were approximately 105,000 Average Monthly Active Pros (as defined below) in the U.S. during the three months ended March 31, 2026. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 16 million projects during the twelve months ended March 31, 2026.
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.
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.
For a more detailed description of the Company’s operating businesses, see “Description of Our Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Distribution
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 our Class B Common Stock that it owned to shares of Class A Common Stock. As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding. After completion of the Distribution, IAC has no ownership in the Company, there are no shares of Class B Common Stock outstanding, and the only class of Angi capital stock with shares outstanding is Class A Common Stock.
Defined Terms and Operating Metrics:
Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report on Form 10-Q (this “Quarterly Report”), which include the principal operating metrics we use in managing our business, are defined below:
•U.S. Revenue – primarily comprised of revenue generated within the U.S. segment, including Lead revenue for consumer matches, revenue from Pros under contract for advertising, membership subscription revenue from Pros and consumers, and revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a Pro to perform the service.
•International Revenue – comprised of revenue generated within the International segment (consisting of businesses in Europe and Canada), including Lead revenue for consumer matches and membership subscription revenue from Pros.
•Proprietary Revenue – the portion of U.S. Revenue allocated to Proprietary channels, calculated based on the proportionate share of Leads originating from Proprietary channels in the period.
•Network Revenue – the portion of U.S. Revenue allocated to Network channels, calculated based on the proportionate share of Leads originating from Network channels in the period.
•Service Requests – requests for connections with Pros in the period, which include pre-priced offerings and indications of interest expressed on a Pro profile.
•Leads – connections between consumers and Pros resulting from a Service Request in the period, including the completion of a job related to a pre-priced offering; a single Service Request can result in multiple Leads.
•Proprietary – refers to sources of Service Requests in which consumers go through an Angi proprietary user experience or a retail partner experience.
•Network – refers to sources of Service Requests in which consumers are presented with Angi Pros through a third party website experience.
•Acquired Pros – new Pros onboarded onto the Angi platform and eligible to receive Leads in the period.
•Average Monthly Active Pros – the average number of Pros per month that (i) received Leads, (ii) were presented on a Service Request where they agreed to receive a Lead if selected, (iii) requested to be connected to a consumer on a Service Request, or (iv) accepted an offer to complete a pre-priced Service Request.
•ANGI Group Senior Notes – on August 20, 2020, ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of the Company, issued $500.0 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year.
•Revolving Facility – a senior secured revolving facility of ANGI Group in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million.
Components of Results of Operations
Cost of Revenue and Gross Profit
•Cost of revenue – excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, (iii) payments made to independent third-party Pros who perform work, and (iv) sales tax.
•Gross profit – revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue.
Operating Costs and Expenses:
•Selling and marketing expense – consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and Pros with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television and radio advertising, (ii) compensation expense (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs.
•General and administrative expense – consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources, and customer service functions, (ii) provision for credit losses, (iii) software license and maintenance costs, (iv) outsourced personnel costs for personnel engaged in assisting in customer service functions, (v) fees for professional services, and (vi) rent expense and facilities costs (including impairments of right-of-use assets). Our customer service function includes personnel who provide support to our Pros and consumers.
•Product development expense – consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design,
development, testing, and enhancement of product offerings and related technology, (ii) software license and maintenance costs, and (iii) outsourced personnel costs for personnel engaged in product development.
•Restructuring – consists primarily of charges associated with a formal restructuring plan that are related to workforce reductions.
Non-GAAP financial measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP financial measure. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
Results of Operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025
The following discussion should be read in conjunction with “Item 1—Consolidated Financial Statements.” Included below are year-over-year comparisons between the three months ended March 31, 2026 and the three months ended March 31, 2025 reflecting our updated segment structure. See “Note 1—The Company and Summary of Significant Accounting Policies” for details regarding our segment change.
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| U.S. | | | | | | | | | | | | | | | |
| Lead revenue | $ | 184,432 | | | $ | 115,389 | | | $ | 69,043 | | | 60% | | | | | | | | |
| Advertising revenue | (46) | | | 71,646 | | | (71,692) | | | NM | | | | | | | | |
| Services revenue | 12,782 | | | 16,911 | | | (4,129) | | | (24)% | | | | | | | | |
| Membership subscription revenue | 5,302 | | | 8,562 | | | (3,260) | | | (38)% | | | | | | | | |
| Other revenue | 28 | | | 47 | | | (19) | | | (40)% | | | | | | | | |
| Total U.S. Revenue | 202,498 | | | 212,555 | | | (10,057) | | | (5)% | | | | | | | | |
| International Revenue | 35,652 | | | 33,358 | | | 2,294 | | | 7% | | | | | | | | |
| Total revenue | $ | 238,150 | | | $ | 245,913 | | | $ | (7,763) | | | (3)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Percentage of Total Revenue: | | | | | | | | | | | | | | | |
| U.S. | 85 | % | | 86 | % | | | | | | | | | | | | |
| International | 15 | % | | 14 | % | | | | | | | | | | | | |
| Total revenue | 100 | % | | 100 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | Change | | % Change | | | | | | | | |
| (In thousands, rounding differences may occur) |
U.S. Operating metrics: | | | | | | | | | | | | | | | |
| Service Requests | | | | | | | | | | | | | | | |
| Proprietary | 3,254 | | | 2,773 | | | 481 | | | 17% | | | | | | | | |
| Network | 267 | | | 588 | | | (321) | | | (55)% | | | | | | | | |
| Total | 3,521 | | | 3,361 | | | 160 | | | 5% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Leads | | | | | | | | | | | | | | | |
| Proprietary | 4,048 | | | 3,590 | | | 458 | | | 13% | | | | | | | | |
| Network | 374 | | | 812 | | | (438) | | | (54)% | | | | | | | | |
| Total | 4,423 | | | 4,402 | | | 21 | | | —% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Proprietary Revenue | $ | 185,355 | | | $ | 173,351 | | | $ | 12,004 | | | 7% | | | | | | | | |
| Network Revenue | $ | 17,143 | | | $ | 39,204 | | | $ | (22,061) | | | (56)% | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| 2026 | | 2025 | | | | Change | | % Change | | |
| (In thousands) |
U.S. Pro metrics: | | | | | | | | | | | | | |
| Acquired Pros | 23 | | | 24 | | | | | (1) | | | (2)% | | | | |
| Average Monthly Active Pros | 105 | | | 134 | | | | | (29) | | | (22)% | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
U.S. Revenue decreased 5%, due primarily to a 56% decrease in Network Revenue, reflecting the continued shift in consumer traffic following the homeowner choice transition implemented in January 2025, partially offset by a 7% increase in Proprietary Revenue driven by increased advertising investment in paid Proprietary marketing channels.
International Revenue increased 7%, driven primarily by stronger Euro and British Pound foreign exchange rates relative to the U.S. Dollar.
Cost of revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Cost of revenue (exclusive of depreciation shown separately below) | $ | 9,693 | | | $ | 13,015 | | | $ | (3,322) | | | (26)% | | | | | | | | |
| As a percentage of revenue | 4% | | 5% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
U.S. cost of revenue decreased $3.8 million, or 31%, and decreased as a percentage of revenue by 2%, due primarily to decreases of $1.6 million in hosting fees and $1.4 million in sales tax expense.
Gross profit
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Revenue | $ | 238,150 | | | $ | 245,913 | | | $ | (7,763) | | | (3)% | | | | | | | | |
| Cost of revenue (exclusive of depreciation shown separately below) | 9,693 | | | 13,015 | | | (3,322) | | | (26)% | | | | | | | | |
| Gross profit | $ | 228,457 | | | $ | 232,898 | | | $ | (4,441) | | | (2)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Gross margin | 96% | | 95% | | | | 1% | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Gross profit decreased $4.4 million, or 2%, due primarily to the decrease in revenue partially offset by the decrease in cost of revenue as described above.
Selling and marketing expense
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Selling and marketing expense | $ | 139,933 | | | $ | 118,541 | | | $ | 21,392 | | | 18% | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 59% | | 48% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
U.S. selling and marketing expense increased $16.1 million, or 15%, due primarily to an increase in advertising expense of $30.4 million, partially offset by decreases in compensation expense of $12.2 million, service guarantee expense of $1.6 million, and software maintenance costs of $0.4 million. The increase in advertising expense reflects higher investment in television and online advertising to drive Proprietary channel service request volume. The decrease in compensation expense reflects headcount reductions. The decrease in service guarantee expense reflects lower revenue from guaranteed service jobs, and the decrease in software maintenance costs reflects the rationalization of software vendor contracts following the January 2026 restructuring.
International selling and marketing expense increased $5.3 million, or 54%, due primarily to an increase in advertising expense of $4.5 million due to higher television advertising spend.
General and administrative expense
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| General and administrative expense | $ | 57,931 | | | $ | 57,319 | | | $ | 612 | | | 1% | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 24% | | 23% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
U.S. general and administrative expense increased $0.6 million, or 1%, due primarily to an increase of $5.4 million in compensation expense, partially offset by decreases in the provision for credit losses of $1.6 million, third-party wages of $1.3 million, legal settlement expense of $0.9 million, corporate shared service expense of $0.6 million, and lease expense of $0.4 million. The increase in compensation expense was primarily due to a reversal of previously recognized stock-based compensation expense related to IAC restricted stock forfeited by Joseph Levin, former CEO of IAC and current Executive Chairman of Angi, in the first quarter of 2025. The decrease in the provision for credit losses was primarily due to lower revenue and improved collection rates. The decrease in third-party wages was primarily due to reduced costs related to customer support services. The decrease in legal settlement expense was primarily due to decreases in settlement accruals. The decrease in shared service allocation expense was due to the spin-off of the Company from IAC on March 31, 2025. The decrease in lease expense was primarily due to the Company’s reduction of its real estate footprint.
Product development expense
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Product development expense | $ | 10,440 | | | $ | 27,087 | | | $ | (16,647) | | | (61)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 4% | | 11% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Product development expense decreased $16.6 million, or 61%, due primarily to the reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth. Refer to “Note 3—Restructuring” for a summary of the activities related to restructuring for the three months ended March 31, 2026.
Depreciation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Depreciation | $ | 14,694 | | | $ | 9,948 | | | $ | 4,746 | | | 48% | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 6% | | 4% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Depreciation increased $4.7 million, or 48%, due primarily to the increase in the Company’s capitalized software spend over the prior fiscal year.
Restructuring
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
Restructuring | $ | 14,923 | | | $ | — | | | $ | 14,923 | | | NM | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 6% | | —% | | | | | | | | | | | | |
__________________
NM = Not meaningful
Restructuring increased $14.9 million, due to a reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth. Refer to “Note 3—Restructuring” for a summary of the activities related to restructuring for the three months ended March 31, 2026.
Operating income
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| U.S. | $ | (11,227) | | | $ | 13,957 | | | $ | (25,184) | | | NM | | | | | | | | |
| International | 1,763 | | | 6,046 | | | (4,283) | | | (71)% | | | | | | | | |
| Total | $ | (9,464) | | | $ | 20,003 | | | $ | (29,467) | | | NM | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | (4)% | | 8% | | | | | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Operating income decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, product development, depreciation, and restructuring expense discussions.
At March 31, 2026, there was $29.9 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 2.0 years.
Adjusted EBITDA
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| U.S. | $ | 15,116 | | | $ | 21,566 | | | $ | (6,450) | | | (30)% | | | | | | | | |
| International | 7,789 | | | 6,098 | | | 1,691 | | | 28% | | | | | | | | |
| Total | $ | 22,905 | | | $ | 27,664 | | | $ | (4,759) | | | (17)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| As a percentage of revenue | 10% | | 11% | | | | | | | | | | | | |
See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
U.S. Adjusted EBITDA decreased $6.5 million, or 30%, to $15.1 million, and decreased as a percentage of revenue. The decrease was primarily driven by an increase in advertising spend as the Company prioritized investment in Proprietary channels, along with a decline in legacy Network Revenue. These factors were partially offset by lower product development expense resulting from the reduction of the Company’s global workforce.
International Adjusted EBITDA increased $1.7 million, or 28%, to $7.8 million, and increased as a percentage of revenue. The increase was primarily driven by an increase in revenue and lower product development expense due to the reduction of the Company’s global workforce, partially offset by higher selling and marketing expense due to an increase in advertising expense.
Interest expense
Interest expense relates to interest on the ANGI Group Senior Notes.
For a detailed description of long-term debt, net, see “Note 4—Long-term Debt” to the financial statements included in
“Item 1—Consolidated Financial Statements.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (In thousands) |
| Interest expense | $ | (5,330) | | | $ | (5,044) | | | $ | 286 | | | 6% | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Interest expense in the three months ended March 31, 2026, increased by $0.3 million, or 6%, compared to the three months ended March 31, 2025.
Other income, net
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (In thousands) |
| Other income, net | $ | 5,099 | | | $ | 4,828 | | | $ | 271 | | | 6% | | | | | | | | |
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Other income, net, increased for the three months ended March 31, 2026 by $0.3 million or 6% due primarily to a gain on extinguishment of debt of $2.7 million, partially offset by a decrease of $1.8 million in interest income and an increase of $0.7 million in foreign exchange losses.
Income tax provision
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2026 | | 2025 | | $ Change | | % Change | | | | | | | | |
| (Dollars in thousands) |
| Income tax benefit (provision) | $ | 717 | | | $ | (4,681) | | | $ | 5,398 | | | NM | | | | | | | | |
| Effective income tax rate | 7% | | 24% | | | | | | | | | | | | |
For further details of income tax matters, see “Note 7—Income Taxes” to the financial statements included in “Item 1. Consolidated Financial Statements.”
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
For the three months ended March 31, 2026, the Company recorded an income tax benefit of $0.7 million. The effective income tax rate is lower than the statutory rate of 21% primarily due to $2.9 million of discrete restructuring tax benefit incurred in Q1 2026.
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to tax shortfalls generated by the vesting of stock-based awards, unbenefited losses, and foreign income taxed at different rates, partially offset by nontaxable cumulative previously recognized stock-based compensation expense related to the IAC restricted stock forfeited by Joseph Levin, former CEO of IAC and current Executive Chairman of Angi, and research credits.
PRINCIPLES OF FINANCIAL REPORTING
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is considered a primary segment measure of profitability and one of the metrics by which we evaluate the performance of our businesses, and on which our internal budgets are based and may also impact management compensation. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; and (4) restructuring. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between its performance and that of its competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure
Stock-based compensation expense consists of expense associated with the grants, including unvested grants assumed in acquisitions, of stock appreciation rights, restricted stock units (“RSUs”), stock options, performance-based RSUs (“PSUs”), and market-based awards. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base; we also include the related shares in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. PSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). The Company is currently settling all stock-based awards on a net basis and remits the required tax-withholding amounts from its current funds.
Depreciation is a non-cash expense relating to our capitalized software, leasehold improvements, and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as professional relationships, technology, and trade names, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Restructuring are costs associated with a formal restructuring plan that are primarily related to workforce reductions. The Company excludes these expenses because they are not reflective of ordinary course ongoing business and operating results.
The following tables reconcile net earnings attributable to Angi shareholders to Adjusted EBITDA for the Company's reportable segments and net earnings (loss) attributable to Angi shareholders:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2026 | | |
| Operating Income | | Stock-Based Compensation Expense | | Depreciation | | | | Restructuring | | | | Adjusted EBITDA | | |
| (In thousands) | | |
| U.S. | $ | (11,227) | | | $ | 2,208 | | | $ | 14,312 | | | | | $ | 9,823 | | | | | $ | 15,116 | | | |
| International | 1,763 | | | 544 | | | 382 | | | | | 5,100 | | | | | 7,789 | | | |
| Total | $ | (9,464) | | | $ | 2,752 | | | $ | 14,694 | | | | | $ | 14,923 | | | | | $ | 22,905 | | | |
| Interest expense | (5,330) | | | | | | | | | | | | | | | |
| Other income, net | 5,099 | | | | | | | | | | | | | | | |
| Earnings before income taxes | (9,695) | | | | | | | | | | | | | | | |
| Income tax provision | 717 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Net earnings attributable to Angi Inc. shareholders | $ | (8,978) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 | | |
| Operating Income | | Stock-Based Compensation Expense | | Depreciation | | Restructuring | | | | | | Adjusted EBITDA | | |
| (In thousands) | | |
| U.S. | $ | 13,957 | | | $ | (2,295) | | | $ | 9,904 | | | $ | — | | | | | | | $ | 21,566 | | | |
| International | 6,046 | | | 8 | | | 44 | | | — | | | | | | | 6,098 | | | |
| Total | $ | 20,003 | | | $ | (2,287) | | | $ | 9,948 | | | $ | — | | | | | | | $ | 27,664 | | | |
| Interest expense | (5,044) | | | | | | | | | | | | | | | |
| Other income, net | 4,828 | | | | | | | | | | | | | | | |
| Earnings before income taxes | 19,787 | | | | | | | | | | | | | | | |
Income tax provision | (4,681) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Net earnings attributable to Angi Inc. shareholders | $ | 15,106 | | | | | | | | | | | | | | | |
FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES
Financial Position
| | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | (In thousands) |
| Cash and cash equivalents: | | | | |
| United States | | $ | 239,026 | | | $ | 296,283 | |
| All other countries | | 5,554 | | | 7,418 | |
| Total cash and cash equivalents | | $ | 244,580 | | | $ | 303,701 | |
| | | | |
| | | | |
| | | | |
| Long-term debt: | | | | |
| ANGI Group Senior Notes | | $ | 473,400 | | | $ | 500,000 | |
| | | | |
| | | | |
| | | | |
| Less: unamortized debt issuance costs | | 2,011 | | | 2,333 | |
| Total long-term debt, net | | $ | 471,389 | | | $ | 497,667 | |
At March 31, 2026, all of the Company’s international cash can be repatriated without significant consequences.
For a detailed description of long-term debt, see “Note 4—Long-term Debt” to the financial statements included in “Item 1—Consolidated Financial Statements.”
Cash Flow Information
In summary, the Company’s cash flows are as follows:
| | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2026 | | 2025 | | |
| (In thousands) |
| Net cash provided by (used in): | | | | | |
| Operating activities | $ | (17,903) | | | $ | (3,113) | | | |
| Investing activities | $ | (15,693) | | | $ | (12,499) | | | |
| Financing activities | $ | (25,542) | | | $ | (14,343) | | | |
Net cash provided by operating activities consists of earnings adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include depreciation, provision for credit losses, stock-based compensation expense, non-cash lease expense (including impairment of right-of-use assets), deferred income taxes, and amortization of intangibles.
2026
Adjustments to net earnings consist primarily of $14.7 million of depreciation, $10.3 million of provision for credit losses, $2.8 million of stock-based compensation expense, and $1.9 million of non-cash lease expense, partially offset by a $2.7 million net gain of extinguishment of debt. The decrease in cash from changes in working capital consists primarily of a decrease of $16.3 million in accounts payable and other liabilities, an increase in accounts receivable, net, of $4.5 million which includes the the non-cash impact from the provision for credit losses and excludes foreign currency impact of $0.1 million, a decrease of $3.5 million in operating lease liabilities, a decrease of $2.0 million in income taxes payable and receivable, a decrease of $1.1 million in deferred revenue, partially offset by a decrease of $0.9 million in other assets. The decrease in accounts payable and other liabilities was due primarily to payments of compensation previously accrued and interest. The increase in accounts receivable was due primarily to timing of cash receipts. The decrease in operating lease liabilities was due to cash payments on leases net of interest accretion. The decrease in deferred revenue was due primarily to lower memberships. The decrease in other assets was due primarily to the amortization of prepaid balances in excess of new prepayments made during the period.
Net cash used in investing activities includes capital expenditures of $15.7 million primarily related to investments in capitalized software to support the Company’s products and services.
Net cash used in financing activities includes $23.7 million for the repurchase of ANGI Group Senior Notes and $1.8 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
2025
Adjustments to net earnings consist primarily of $11.3 million of provision for credit losses, $9.9 million of depreciation, $2.7 million of deferred income taxes, $1.8 million of non-cash lease expense, and $(2.3) million of stock-based compensation expense. The decrease from changes in working capital consists primarily of a decrease of $20.4 million in accounts payable and other liabilities, an increase of $14.8 million in accounts receivable, a decrease of $6.7 million in deferred revenue, and a decrease of $3.3 million in operating lease liabilities, partially offset by a decrease of $2.5 million in other assets. The decrease in accounts payable and other liabilities is due primarily to payments for accrued compensation, partially offset by the timing of payments. The increase in accounts receivable is due primarily to timing of cash receipts. The decrease in deferred revenue is due primarily to a decrease in advertising sales and lower memberships. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in other assets is due to lower capitalized sales commissions which were impacted by a reduction in the size of the sales force, a larger portion of sales commissions being expensed rather than capitalized in the period, and a shift to annual bonuses for roles that previously received commissions, partially offset by an increase in prepaid assets due to the timing of invoices.
Net cash used in investing activities includes capital expenditures of $12.6 million primarily related to investments in capitalized software to support the Company’s products and services.
Net cash used in financing activities includes $9.8 million for the repurchase of 0.6 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $16.53 per share and $4.5 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
Liquidity and Capital Resources
Debt
As of December 31, 2025, we had $500.0 million aggregate principal amount of 3.875% senior notes due August 15, 2028 (the “ANGI Group Senior Notes”). During the first quarter of 2026, ANGI Group repurchased a portion of the outstanding principal amount of ANGI Group Senior Notes as further described below. Interest on the ANGI Group Senior Notes is paid semi-annually in arrears on February 15 and August 15 of each year. In December 2025, ANGI Group amended the indenture governing the ANGI Group Senior Notes to add certain U.S. subsidiaries of ANGI Group that are guarantors under the Credit Agreement (defined below) as additional guarantors under such indenture.
In November 2025, ANGI Group entered into a credit agreement (the “Credit Agreement”), with the lenders and issuing lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, providing for a senior secured revolving facility in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million (the “Revolving Facility”). The Revolving Facility matures on November 6, 2030, provided that the maturity date shall at all times be no later than the 91st day prior to the maturity date of the ANGI Group Senior Notes. As of March 31, 2026, there were no outstanding borrowings under the Revolving Facility. For additional details, see “Note 4—Long-term Debt” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements.”
Debt Repurchase Activity
During the first quarter of 2026, ANGI Group repurchased a total of $26.6 million aggregate principal amount of the ANGI Group Senior Notes for total cash consideration, including $0.1 million of accrued and unpaid interest, of $23.9 million. The repurchases of the ANGI Group Senior Notes in the first quarter of 2026 resulted in an aggregate net gain of extinguishment of debt of $2.7 million, which is included in other income, net in the consolidated statement of operations for the three months ended March 31, 2026.
Contractual Obligations
As of March 31, 2026, there were no material changes outside the ordinary course of business to the Company’s contractual obligations disclosures as of December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Capital Expenditures
The Company’s 2026 capital expenditures are expected to be consistent with 2025 capital expenditures of $59.6 million.
Liquidity Assessment
The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors.
The Company believes its existing cash, cash equivalents, expected positive cash flows generated from operations, and if necessary, our borrowing capacity under the Revolving Facility, will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months. The Company may consider additional forms of liquidity. These forms of liquidity could subject us to operating and financial covenants that may restrict our business activities, including the incurrence of additional indebtedness, investments and certain payments. From time to time, we may also elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes.
Additional financing may not be available on terms favorable to the Company or at all, and may also be impacted by any disruptions in the financial markets. In addition, the Company’s existing indebtedness could limit its ability to obtain additional financing.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the related disclosure of assets and liabilities. Actual results could differ from these estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others. Our significant accounting policies are described in Note 1—The Company and Summary of Significant Accounting Policies to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and in the notes to the consolidated financial statements included in Part II, Item 8 of the Annual Report. There have been no material changes to our critical accounting estimates since our Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
During the three months ended March 31, 2026, there have been no material changes to the Company’s instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) under 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 Quarterly Report, of the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. 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 Quarterly Report.
The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
During the three months ended March 31, 2026, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the organization have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost‑effective control system, misstatements due to error or fraud may occur and not be detected.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Overview
In the ordinary course of business, the Company and its subsidiaries are (or may become) parties to claims, suits, regulatory and government investigations, and other proceedings involving property, personal injury, intellectual property, privacy, tax, labor and employment, competition, commercial disputes, consumer protection and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil or criminal penalties, or other adverse consequences. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, neither the Company nor any of its subsidiaries is currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
Rules of the SEC require the description of material pending legal proceedings (other than ordinary, routine litigation incident to the registrant’s business) and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of Company management, none of the pending litigation matters, which we are defending, involves or is likely to involve amounts of that magnitude.
Item 1A. Risk Factors
This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “plans,” “intends,” “will,” “may”, “could” and “believes,” among similar expressions, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to our future business, financial condition, results of operations and financial performance, our business prospects and strategy, future financing arrangements, our expectations regarding share repurchases, trends in the home services industry and other similar matters. These forward-looking statements are based on the expectations and assumptions of our management about future events as of the date of this report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) the continued migration of the home services market online, (ii) our ability to market our various products and services in a successful and cost-effective manner, (iii) the continued display of links to websites offering our products and services in a prominent manner in search results, (iv) our ability to expand our pre-priced offerings while balancing the overall mix of service requests and directory services on Angi platforms, (v) our ability to establish and maintain relationships with quality and trustworthy Pros, (vi) our continued ability to develop and monetize versions of our products and services for mobile and other digital devices, (vii) our ability to access, share and use personal data about consumers, (viii) our continued ability to communicate with consumers and Pros via e-mail (or other sufficient means), (ix) our ability to continue to generate leads for Pros given changing requirements applicable to certain communications with consumers, (x) any challenge to the contractor classification or employment status of our Pros, (xi) our ability to compete, (xii) adverse economic events or trends (particularly those that impact consumer confidence and spending behavior), (xiii) our ability to maintain and/or enhance our various brands, (xiv) our ability to protect our systems, technology and infrastructure from cyberattacks and to protect personal and confidential user information (including credit card information), as well as the impact of cyberattacks experienced by third parties, (xv) the occurrence of data security breaches and/or fraud, (xvi) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xvii) the integrity, quality, efficiency and scalability of our systems, technology and infrastructures (and those of third parties with whom we do business), (xviii) changes in key personnel, (xix) our development and use of AI and machine learning technologies and the related legal and regulatory developments, (xx) various risks related to our relationship with IAC following the Distribution, (xxi) our ability to generate sufficient cash to service our indebtedness, (xxii) the impact of our current and future indebtedness on our ability to obtain additional financing and pursue other business opportunities and (xxiii) certain risks related to ownership of our Class A Common Stock.
Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including in “Item 1A—Risk Factors” of our Annual Report. Other unknown or unpredictable factors that could also adversely affect our business, financial
condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this Quarterly Report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Company management as of the date of this Quarterly Report. We do not undertake to update these forward-looking statements.
There have been no material changes to the risk factors disclosed in “Item 1A—Risk Factors” of our Annual Report. In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed under “Item 1A—Risk Factors” of our Annual Report, any or all of which could materially and adversely affect the Company’s business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect the Company’s business, financial condition and/or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the three months ended March 31, 2026.
Issuer Purchases of Equity Securities
None.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During our last fiscal quarter, 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 March 6, 2026, Bailey Carson, who served as our Chief Operating Officer until May 1, 2026, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of (i) up to 19,100 shares of Class A Common Stock and (ii) up to 100% of the shares of Class A Common Stock issued upon the settlement of 14,218 outstanding RSUs, net of shares withheld to cover tax obligations in connection with the vesting and settlement of such RSUs. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until April 16, 2027, subject to early termination for certain specified events set forth in the trading arrangement.
No other officers, as defined in Rule 16a-1(f), or directors 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 three months ended March 31, 2026.
Amendment to Bylaws
Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Part II, Item 5 instead of filing a Current Report on Form 8-K under Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On April 30, 2026, our Board of Directors approved an amendment to our Amended and Restated Bylaws, effective as of that date, to remedy an inadvertent inconsistency between our Amended and Restated Bylaws and our Amended and Restated Certificate of Incorporation. Specifically, the amendment to the Bylaws amends Article II, Section 11 to provide that action by stockholders must be taken at a meeting and not by written consent without a meeting, which is consistent with Article XIV of our Amended and Restated Certificate of Incorporation.
The foregoing description of the amendment is qualified in its entirety by reference to the text of our Amended and Restated Bylaws, as amended for the changes to Article II, Section 11, a copy of which is attached hereto as Exhibit 3.7 and is incorporated herein by reference.
Item 6. Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.
| | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Description | | Location |
| 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 ended June 30, 2024. |
| 3.2 | | | Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. | | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 2, 2017.
|
| 3.3 | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. (effective as of March 17, 2021). | | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021. |
| 3.4 | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc. (dated as of June 13, 2024). | | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 14, 2024 |
| 3.5 | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc. (dated as of March 21, 2025). | | Exhibit 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 April 30, 2026).(2) | | |
10.1 | | | Employment Agreement between Julie Hoarau and Angi Inc., dated as of March 11, 2026.(1)(2) | | |
31.1 | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2) | | |
31.2 | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2) | | |
32.1 | | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3) | | |
32.2 | | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(3) | | |
| 101.INS | | | Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | |
| 101.SCH | | | Inline XBRL Taxonomy Extension Schema.(2) | | |
| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation.(2) | | |
| 101.DEF | | | Inline XBRL Taxonomy Extension Definition.(2) | | |
| 101.LAB | | | Inline XBRL Taxonomy Extension Labels.(2) | | |
| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation.(2) | | |
| 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | |
________________________________________________
(1)Reflects management contracts or management or director compensatory plans.
(2)Filed herewith.
(3)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 Quarterly Report, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| Dated: | May 5, 2026 | | | |
| | Angi Inc. |
| | | | |
| | By: | | /s/ JULIE HOARAU |
| | | | Julie Hoarau |
| | | | Chief Financial Officer |
| | | | | | | | |
| | |
| Signature | Title | Date |
| | |
| /s/ JULIE HOARAU | Chief Financial Officer | May 5, 2026 |
| Julie Hoarau | | |