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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 22, 2026
Angi Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-38220 |
|
82-1204801 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
3601
Walnut Street, Suite 700
Denver, CO |
|
80205 |
| (Address of principal executive offices) |
|
(Zip Code) |
Company’s telephone number, including area code: (303) 963-7200
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Class
A Common Stock, par value $0.001 |
ANGI |
The
Nasdaq
Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 22, 2026,
Angi Inc. (“Angi” or the “Company”) announced that Jeffrey W. Kip ceased to serve as Chief Executive
Officer of the Company and as a member of the board of directors of the Company (the “Board”), effective as of September
22, 2026 (the “Separation Date”). Mr. Kip will remain as a non-employee advisor to the Company until March 22, 2027.
In connection with Mr. Kip’s transition, the Board appointed Michael Steib, a non-employee member of the Board, to succeed Mr. Kip
as the Company’s Chief Executive Officer, effective as of the Separation Date. In addition, the Company announced that effective
as of September 22, 2026, Joseph Levin, current Executive Chairman of the Board, stepped down as Executive Chairman of the Board and as
an executive officer of the Company. Mr. Levin will continue to serve as Chairman of the Board and an employee of the Company. In connection
with these transitions, the size of the Board was reduced by one to consist of nine members.
Mr. Steib, age 50, has
been a member of the Board since August 2026. Mr. Steib served as President and Chief Executive Officer and a member of the board of directors
of TEGNA Inc. (NYSE: TGNA) (acquired by Nexstar Media Group), a local media and technology company, from August 2024 to May 2026. Prior
to joining TEGNA, Mr. Steib served as Chief Executive Officer and a member of the board of directors of Artsy, Inc., an online marketplace
for fine art, from July 2019 to June 2024. From July 2013 to January 2019, Mr. Steib served as Chief Executive Officer of XO Group Inc.
(NYSE: XOXO), the parent company of The Knot Inc., a digital wedding planning platform and local vendor marketplace. Prior to that, Mr.
Steib served as Chief Executive Officer of Vente Privee USA, a joint venture between American Express and Veepee, a European e-commerce
company, from July 2011 to March 2013, and held various executive positions at Google Inc. (now Alphabet Inc.) from January 2007 to July
2011, and at NBC Universal, a media and entertainment conglomerate, from April 2001 to January 2007. Mr. Steib also served as a member
of the board of directors of Ally Financial Inc., a digital financial services company, from July 2015 to March 2024 and has served as
chairman of the board of three non-profits: Change.org, Literacy Partners, and Career Gear. He is a published author and former podcast
host on leadership and professional development and holds B.A. degrees in economics and international relations from the University of
Pennsylvania.
In connection with these
transition matters, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Kip and an
employment agreement (the “Employment Agreement”) with Mr. Steib, in each case, dated as of September 22, 2026. The
material terms of these agreements are described below.
Separation Agreement with Mr. Kip
The Separation Agreement
provides that, subject to Mr. Kip’s satisfaction of a release of claims requirement and his compliance with certain restrictive
covenants, Mr. Kip will receive the severance benefits set forth in his existing employment agreement with the Company, dated as of November
13, 2023, as amended April 5, 2024, and his amended and restated performance stock unit agreement with the Company, dated as of August
3, 2026, in each case, due upon a termination of employment without cause, as well as (a) an additional cash payment of $325,000 payable
in equal biweekly installments, representing six months of base salary continuation over the Consulting Period (described below) and (b)
a cash payment equal to the amount of applicable monthly COBRA premiums for continuation coverage for up to 18 months, payable in equal
biweekly installments.
In addition, under the
Separation Agreement, Mr. Kip has agreed to provide consulting services to the Company to facilitate an orderly transition of his duties
beginning on the Separation Date through March 22, 2027 (the “Consulting Period”). During and after the Consulting
Period, Mr. Kip will remain subject to the restrictive covenants set forth in his existing employment agreement with the Company, with
such post-termination covenants to run for 12 months from the last day of the Consulting Period. Subject to satisfaction of conditions
outlined in the Separation Agreement, (a) on the last day of the Consulting Period, Mr. Kip will vest in (i) 55,000 restricted stock units
(“RSUs”) granted November 13, 2023 and (ii) 166,667 RSUs granted April 18, 2026, and (b) upon a “Change
in Control” (as defined in the Company’s Amended and Restated 2017 Stock and Annual Incentive Plan (the “Plan”))
that occurs during the Consulting Period, or that occurs pursuant to a transaction agreement entered into during the Consulting Period,
Mr. Kip’s equity awards that remained outstanding and unvested immediately following the Separation Date (after giving effect to
accelerated vesting pursuant to Mr. Kip’s Separation Agreement and at the end of the Consulting Period) will vest in full.
The foregoing description
of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation
Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September
30, 2026.
Employment Agreement with Mr. Steib
The Employment Agreement is effective as of September
22, 2026 (the “Effective Date”) and has an initial term of six years from the Effective Date, which will automatically
renew for successive one-year periods until either party provides 90 days’ prior written notice of non-renewal. The Employment Agreement
provides Mr. Steib with an annual base salary equal to $1.00 and no cash incentive opportunity. Pursuant to the Employment Agreement,
Mr. Steib will be granted the following equity awards under the Plan: (a) an RSU award covering 1,000,000 shares of the Company’s
Class A common stock, par value $0.001 per share (“Common Stock”), which will vest in equal annual installments over
four years, subject to continued employment through the applicable vesting date, and (b) performance-based RSUs (“PSUs”)
covering 1,000,000 shares of Common Stock, which will be eligible to vest as follows, subject to continued employment through the applicable
vesting date: (i) 300,000 PSUs on the later of the first anniversary of the Effective Date and achievement of a $10.00 stock price hurdle
on or after such date, (ii) 300,000 PSUs on the later of the second anniversary of the Effective Date and achievement of a $12.00
stock price hurdle on or after such date, (iii) 300,000 PSUs on the later of the third anniversary of the Effective Date and achievement
of a $14.00 stock price hurdle on or after such date, and (iv) 100,000 PSUs on the later of the fourth anniversary of the Effective Date
and achievement of a $20.00 stock price hurdle on or after such date; provided that any PSUs that remain outstanding and unvested on the
sixth anniversary of the Effective Date will be forfeited and canceled. In each case, the applicable stock price hurdle will be achieved
if the volume-weighted average closing price of Common Stock equals or exceeds the specified hurdle for a period of thirty (30) consecutive
trading days. Upon the consummation of a Change in Control, the RSUs will vest in full, and the PSUs will be immediately earned and vested
based on the achievement of the foregoing stock price hurdles as measured against the consideration paid per share of Common Stock to
shareholders in such Change in Control (or the value attributable to such shares), rather than based on a volume-weighted average closing
price. To the extent there are insufficient shares available under the Plan to deliver Mr. Steib’s RSUs and PSUs in shares of Common
Stock and the Company’s shareholders fail to approve a new equity plan and the Company is otherwise unable to deliver shares of
Common Stock in settlement of such awards, the Company will be required to settle such awards for cash.
If Mr. Steib’s employment is terminated by
the Company other than for cause, death, or disability, or if he resigns for good reason (with cause, disability and good reason each
being as defined in the Employment Agreement), subject to his satisfaction of a release of claims requirement and compliance with certain
restrictive covenants, any then-outstanding and unvested RSUs that would have vested within the following 24 months will immediately vest,
and any PSUs will remain eligible to vest for 6 months following the date of termination (or, if earlier, the sixth anniversary of the
Effective Date).
The Employment Agreement subjects Mr. Steib to
non-competition and employee and business partner non-solicitation restrictive covenants that apply during the employment term and for
twenty-four (24) months thereafter, as well as a perpetual confidentiality covenant.
The foregoing description of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of
which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2026.
On and after the Effective Date, Mr. Steib will
no longer be eligible for compensation in accordance with the Company’s Summary of Non-Employee Director Compensation Arrangements,
as in effect from time to time. Mr. Steib’s previously granted equity award agreements under the Plan will remain outstanding in
accordance with their terms.
| Item 7.01 |
Regulation FD Disclosure. |
A copy of the press release issued by the Company
on September 22, 2026 regarding the executive transition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information shall
not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated as of September 22, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ANGI INC. |
| |
|
| |
By: |
/s/ Shannon M. Shaw |
| |
Name: |
Shannon M. Shaw |
| |
Title: |
Chief Legal Officer |
Date: September 22, 2026
Exhibit 99.1
Angi Appoints Michael Steib As CEO
Experienced, Transformative Leader Tapped as
Angi Transitions from Turnaround to Growth
DENVER,
September 22, 2026 -- Angi (NASDAQ: ANGI), a leading digital home services marketplace, today announced the appointment of
Michael Steib as Chief Executive Officer, succeeding Jeff Kip. As CEO, Mr. Steib will remain a member of Angi’s board and lead Angi’s
executive team, overseeing strategy and daily management of the company. As Mr. Steib assumes the CEO role, Joey Levin will transition
from his role as Executive Chairman of the Board to Chairman. All changes are effective immediately.
Mr. Steib has extensive executive experience building category-leading
digital products and durable business models at publicly traded companies, most recently as president and CEO of TEGNA (NYSE: TGNA), which
was acquired by Nexstar Media Group at a substantial premium in March 2026. His track record of success for revitalizing brands and generating
shareholder value extends across tech, commerce, and media, and he brings a focus on running extremely efficient and high velocity teams.
“Mike is bringing enormous energy and spot-on experience to Angi.
His palpable excitement for the brand and the product will be quickly apparent to Angi’s customers, and the opportunities Mike sees
in our current AI landscape are invigorating,” said Joey Levin. “I expect Mike to continue his tremendous record of delivering
meaningful incremental value for shareholders, several times over.”
Prior to being president and CEO of TEGNA, Mr. Steib was CEO of Artsy,
the leading online marketplace for buying and selling art globally. Previously, he was CEO of XO Group Inc., parent company
of The Knot, where the company’s stock tripled under his leadership before it merged with WeddingWire Inc. At Artsy and XO Group,
Mr. Steib was able to build industry-leading digital products and grow revenue and profitability metrics.
“Angi has an important mission, helping homeowners when they
need it and delivering business to hard-working professionals,” said Michael Steib. “We're going to use the revolutionary
power of AI to make our products better for both, and we're going to move with urgency. I see real opportunities for upsides in profitability
in the near-term and I look forward to working with this team to build a bright future for Angi."
Mr. Kip will serve as advisor to the company for six months to ensure
a smooth transition. Mr. Levin expressed the Board’s appreciation for Mr. Kip’s leadership as CEO. “Jeff assumed leadership
of Angi during a complex and challenging time across the shifting economic and digital landscapes. He played a pivotal role integrating
multiple product and technology platforms globally, expanding margins and spurring growth. The Board thanks Jeff for his insight, unwavering
dedication and foundational service to our company across multiple key roles and we wish him every success with all of his future endeavors,”
Mr. Levin said.
About
Angi Inc.
Angi (NASDAQ: ANGI) helps homeowners get home projects done well and helps home service professionals grow their
businesses. Founded in 1995, Angi connects homeowners with skilled local professionals, from plumbers and electricians to remodelers
and landscapers, and provides tools for researching costs, planning projects and hiring with confidence. Homeowners have turned to Angi,
and our vast network of skilled home pros, for help with more than 300 million projects.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995
This communication 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 the leadership transition, our ability to successfully manage the leadership transition, our future business, financial condition,
results of operations and financial performance, our business prospects and strategy, 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 communication, 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 spin-off, (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
Angi Inc.’s filings with the Securities and Exchange Commission (the "SEC"), including the most recent Annual Report on
Form 10-K filed with the SEC on February 20, 2026, and subsequent reports that Angi Inc. files with the SEC. Other unknown or unpredictable
factors that could also adversely affect Angi Inc.’s business, financial condition, and results of operations may arise from time
to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking
statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events
or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing
our views as of any date subsequent to the date of this communication.
Contact
Information
Angi Corporate Communications
Jennifer Myers
(303) 963-8352
Angi Investor Relations
Sophia Nam, Julie Hoarau
(720) 282-1958
