UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the Quarterly Period Ended
September 30, 2025
Or
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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
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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(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 | ||||||||||||
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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.
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☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company |
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Emerging growth company |
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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 October 31, 2025, the following shares of the registrant’s common stock were outstanding:
| Class A Common Stock |
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| Class B Common Stock |
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| Class C Common Stock |
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| Total outstanding Common Stock | 43,150,575 | ||||
TABLE OF CONTENTS
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Page
Number |
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2
PART I
FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands, except par value amounts) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable, net |
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| Other current assets |
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| Total current assets |
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| Capitalized software, leasehold improvements and equipment, net |
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| Goodwill |
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| Intangible assets, net |
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| Deferred income taxes |
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| Other non-current assets, net |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| LIABILITIES: | |||||||||||
| Accounts payable | $ |
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$ |
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| Deferred revenue |
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| Accrued expenses and other current liabilities |
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| Total current liabilities |
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| Long-term debt, net |
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| Deferred income taxes |
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| Other long-term liabilities |
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| Commitments and contingencies |
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| SHAREHOLDERS’ EQUITY: | |||||||||||
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Class A common stock, $
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Class B convertible common stock, $
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Class C common stock, $
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| Additional paid-in capital |
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| Accumulated deficit |
(
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(
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|||||||||
| Accumulated other comprehensive income (loss) |
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(
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|||||||||
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Treasury stock,
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(
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(
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|||||||||
| Total shareholders’ equity |
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| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ |
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$ |
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|||||||
The accompanying
Notes to Consolidated Financial Statements
are an integral part of these statements.
3
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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|||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) |
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| Gross profit |
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| Operating costs and expenses: | |||||||||||||||||||||||
| Selling and marketing expense |
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| General and administrative expense |
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| Product development expense |
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| Depreciation |
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| Total operating costs and expenses |
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| Operating income |
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| Interest expense |
(
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(
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(
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(
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|||||||||||||||||||
| Other income, net |
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|||||||||||||||||||
| Earnings before income taxes |
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| Income tax (provision) benefit |
(
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(
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| Net earnings |
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|||||||||||||||||||
| Net earnings attributable to noncontrolling interests |
|
(
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(
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|||||||||||||||||||
| Net earnings attributable to Angi Inc. shareholders | $ |
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$ |
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$ |
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$ |
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|||||||||||||||
| Per share information attributable to Angi Inc. shareholders: | |||||||||||||||||||||||
| Basic earnings per share | $ |
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$ |
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$ |
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$ |
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|||||||||||||||
| Diluted earnings per share | $ |
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$ |
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$ |
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$ |
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|||||||||||||||
| Stock-based compensation expense by function: | |||||||||||||||||||||||
| Selling and marketing expense | $ |
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$ |
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$ |
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$ |
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|||||||||||||||
| General and administrative expense |
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| Product development expense |
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|||||||||||||||||||
| Total stock-based compensation expense | $ |
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$ |
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$ |
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$ |
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The accompanying
Notes to Consolidated Financial Statements
are an integral part of these statements.
4
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net earnings | $ |
|
$ |
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$ |
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$ |
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|||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Change in foreign currency translation adjustment |
(
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|||||||||||||||||||
| Total other comprehensive (loss) income |
(
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| Comprehensive income |
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| Components of comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests |
|
(
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(
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|||||||||||||||||||
| Change in foreign currency translation adjustment attributable to noncontrolling interests |
|
(
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(
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|||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests |
|
(
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(
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|||||||||||||||||||
| Comprehensive income attributable to Angi Inc. shareholders | $ |
|
$ |
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$ |
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$ |
|
|||||||||||||||
The accompanying
Notes to Consolidated Financial Statements
are an integral part of these statements.
5
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three and Nine Months Ended September 30, 2025
(Unaudited)
|
Class A
Common Stock
$
Par Value
|
Class B
Convertible Common Stock
$
Par Value
|
Class C
Common Stock
$
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 June 30, 2025 | $ |
|
|
$ | — | — | $ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — |
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — |
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — |
|
— | — | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — |
|
— | — | — | — |
(
|
— | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | — | — | — |
(
|
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — |
(
|
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ |
|
|
$ | — | — | $ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — |
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — |
|
— |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — |
|
— | — | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes |
|
|
— | — | — | — |
(
|
— | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to IAC pursuant to the employee matters agreement |
|
|
— | — | — | — |
(
|
— | — | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | — | — | — |
(
|
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer and conversion of common shares related to IAC CEO Employment Transition Agreement |
|
|
(
|
(
|
— | — | — | — | — | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of shares related to the Distribution |
|
|
(
|
(
|
— | — | — | — | — | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment pursuant to the tax sharing agreement with IAC as part of the Distribution | — | — | — | — | — | — |
(
|
— | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — |
|
|
— | — |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
6
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three and Nine Months Ended September 30, 2024
(Unaudited)
|
Class A
Common Stock
$
Par Value
|
Class B
Convertible Common Stock
$
Par Value
|
Class C
Common Stock
$
Par Value
|
Total Angi Inc. Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss) |
Total
Shareholders' Equity |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | Accumulated Deficit |
Treasury
Stock |
Noncontrolling
Interests |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | Shares | $ | Shares | $ | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — |
|
— | — |
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — |
|
— |
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — |
|
— | — | — |
|
— |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes |
|
|
— | — | — | — |
(
|
— | — | — |
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | — | — | — |
(
|
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interests | — | — | — | — | — | — |
(
|
— | — | — |
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — |
(
|
— | — | — |
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — |
|
— | — |
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — |
|
— |
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — |
|
— | — | — |
|
— |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes |
|
|
— | — | — | — |
(
|
— | — | — |
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | — | — | — |
(
|
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interests | — | — | — | — | — | — |
(
|
— | — | — |
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — |
(
|
— | — | — |
(
|
— |
(
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ |
|
|
$ |
|
|
$ | — | — | $ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying
Notes to Consolidated Financial Statements
are an integral part of these statements.
7
ANGI INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
|
Cash flows from operating activities:
|
|||||||||||
| Net earnings | $ |
|
$ |
|
|||||||
| Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: | |||||||||||
|
Provision for credit losses
|
|
|
|||||||||
|
Depreciation
|
|
|
|||||||||
|
Deferred income taxes
|
|
(
|
|||||||||
|
Stock-based compensation expense
|
|
|
|||||||||
| Non-cash lease expense (including impairment of right-of-use assets) |
|
|
|||||||||
|
Other adjustments, net
|
(
|
|
|||||||||
|
Changes in assets and liabilities:
|
|||||||||||
|
Accounts receivable
|
(
|
(
|
|||||||||
|
Other assets
|
|
|
|||||||||
|
Accounts payable and other liabilities
|
(
|
(
|
|||||||||
| Operating lease liabilities |
(
|
(
|
|||||||||
|
Income taxes payable and receivable
|
(
|
(
|
|||||||||
|
Deferred revenue
|
(
|
|
|||||||||
| Net cash provided by operating activities |
|
|
|||||||||
|
Cash flows from investing activities:
|
|||||||||||
|
Capital expenditures
|
(
|
(
|
|||||||||
|
Proceeds from sales of fixed assets
|
|
|
|||||||||
| Net cash used in investing activities |
(
|
(
|
|||||||||
|
Cash flows from financing activities:
|
|||||||||||
| Purchases of treasury stock |
(
|
(
|
|||||||||
|
Purchase of noncontrolling interests
|
|
(
|
|||||||||
|
Withholding taxes paid on behalf of employees on net settled stock-based awards
|
(
|
(
|
|||||||||
| Distribution from IAC pursuant to the tax sharing agreement |
|
(
|
|||||||||
| Net cash used in financing activities |
(
|
(
|
|||||||||
|
Total cash (used) provided
|
(
|
|
|||||||||
|
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(
|
|
|||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash |
(
|
|
|||||||||
|
Cash and cash equivalents and restricted cash at beginning of period
|
|
|
|||||||||
|
Cash and cash equivalents and restricted cash at end of period
|
$ |
|
$ |
|
|||||||
The accompanying
Notes to Consolidated Financial Statements
are an integral part of these statements.
8
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. Approximately
118,000
Average Monthly Active Pros actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms during the three months ended September 30, 2025. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately
16
million
projects during the twelve months ended September 30, 2025.
The Company has
two
operating segments: (i) Domestic and (ii) International (consisting of businesses in Europe and Canada) and operates under multiple brands including Angi, 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 t
he Effective Time, every 10 shares of Class A Common Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time were automatically combined into one share of Class A Common Stock or Class B Common Stock, respectively, subject to the treatment of fractional shares.
No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have otherwise resulted from the Reverse Stock Split were settled in cash.
Proportional adjustments were made to the number of shares of Class A Common Stock subject to outstanding equity awards of the Company, as well as the applicable exercise price.
The Company’s authorized shares of Class A Common Stock and Class B Common Stock, and the par value of each share of Class A Common Stock and Class B Common Stock, were unchanged by the Reverse Stock Split.
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.
9
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 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.
Segment Change
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 and align more closely with how the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The Company now has
two
reportable segments: Domestic and International. Our financial information for prior periods has been recast to conform to the current period presentation.
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, 2024.
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.
10
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.
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, 2024, the current and non-current deferred revenue balances were $
42.0
million and less than $
0.1
million, respectively, and during the nine months ended September 30, 2025, the Company recognized $
40.6
million of revenue that was included in the deferred revenue balance as of December 31, 2024. At December 31, 2023, the current and non-current deferred revenue balances were $
49.9
million and $
0.1
million, respectively, and during the nine months ended September 30, 2024, the Company recognized $
43.1
million of revenue that was included in the deferred revenue balance as of December 31, 2023.
The current and non-current deferred revenue balances at September 30, 2025 are $
29.9
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.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
There were no recently issued accounting pronouncements adopted by the Company during the nine months ended September 30, 2025.
11
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recent Accounting Pronouncements Not Yet Adopted by the Company
ASU No. 2023-09— Income Taxes (Topic 740)— Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, which establishes required categories and a quantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of income taxes paid. The guidance’s annual requirements are effective for the Company beginning with the reporting period for the fiscal year ending December 31, 2025. Early adoption is permitted and ASU No. 2023-09 may be applied either prospectively or retrospectively. The Company is currently assessing ASU No. 2023-09, its impact on its income tax disclosures, and the method of adoption. ASU No. 2023-09 does not affect the Company’s results of operations, financial condition or cash flows. The Company does not plan to adopt ASU No. 2023-09 early.
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.
12
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:
| September 30, 2025 | |||||||||||||||||||||||
|
Level 1
|
Level 2 | Level 3 |
Total
Fair Value Measurements |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
|
Assets:
|
|||||||||||||||||||||||
|
Cash equivalents:
|
|||||||||||||||||||||||
| Money market funds | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Total
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
|
Level 1
|
Level 2 | Level 3 |
Total
Fair Value Measurements |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
|
Assets:
|
|||||||||||||||||||||||
|
Cash equivalents:
|
|||||||||||||||||||||||
| Money market funds | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Total
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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
NOTE 3—
LONG-TERM DEBT
Long-term debt consists of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
|
|
$ |
|
$ |
|
|||||||
| Less: unamortized debt issuance costs |
|
|
|||||||||
|
Total long-term debt, net
|
$ |
|
$ |
|
|||||||
13
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of Angi, issued the ANGI Group Senior Notes on August 20, 2020. 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 September 30, 2025 and December 31, 2024, there were no limitations pursuant thereto.
NOTE 4—
ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables present the components of accumulated other comprehensive income:
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
|
Foreign Currency
Translation Adjustment |
Foreign Currency
Translation Adjustment |
||||||||||
| (In thousands) | |||||||||||
|
Balance at July 1
|
$ |
|
$ |
|
|||||||
| Other comprehensive (loss) income |
(
|
|
|||||||||
|
Balance at September 30
|
$ |
|
$ |
|
|||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
|
Foreign Currency
Translation Adjustment |
Foreign Currency
Translation Adjustment |
||||||||||
| (In thousands) | |||||||||||
|
Balance at January 1
|
$ |
(
|
$ |
|
|||||||
| Other comprehensive income |
|
|
|||||||||
|
Balance at September 30
|
$ |
|
$ |
|
|||||||
At September 30, 2025 and 2024, there was
no
tax benefit or provision on the accumulated other comprehensive income.
14
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5—
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. The Company now has
two
reportable segments: Domestic and International.
Disaggregated Revenue
The following table presents revenue by reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Domestic | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| International |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table presents the revenue of the Company’s segments disaggregated by type of service:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Domestic: | |||||||||||||||||||||||
| Lead revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Advertising revenue |
|
|
|
|
|||||||||||||||||||
| Services revenue |
|
|
|
|
|||||||||||||||||||
| Membership subscription revenue |
|
|
|
|
|||||||||||||||||||
| Other revenue |
|
|
|
|
|||||||||||||||||||
| Total Domestic revenue |
|
|
|
|
|||||||||||||||||||
| International: | |||||||||||||||||||||||
| Lead revenue |
|
|
|
|
|||||||||||||||||||
| Membership subscription revenue |
|
|
|
|
|||||||||||||||||||
| Other revenue |
|
|
|
|
|||||||||||||||||||
| Total International revenue |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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:
15
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Domestic | |||||||||||||||||||||||
|
Consumer marketing expense
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Fixed expense
(b)
|
|
|
|
|
|||||||||||||||||||
|
Pro acquisition expense
(c)
|
|
|
|
|
|||||||||||||||||||
|
Variable expense
(d)
|
|
|
|
|
|||||||||||||||||||
|
Cost of revenue
(e)
|
|
|
|
|
|||||||||||||||||||
| Total Domestic expenses |
|
|
|
|
|||||||||||||||||||
| International | |||||||||||||||||||||||
|
Fixed expense
(b)
|
|
|
|
|
|||||||||||||||||||
|
Variable expense
(d)
|
|
|
|
|
|||||||||||||||||||
|
Consumer marketing expense
(a)
|
|
|
|
|
|||||||||||||||||||
|
Pro acquisition expense
(c)
|
|
|
|
|
|||||||||||||||||||
|
Cost of revenue
(e)
|
|
|
|
|
|||||||||||||||||||
| Total International expenses |
|
|
|
|
|||||||||||||||||||
| Total expenses | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Pro acquisition expense for the three months ended September 30, 2025 excludes $
1.9
million of commissions capitalized in the same period and includes $
6.5
million of capitalized commissions amortized from prior periods. Pro acquisition expense for the three months ended September 30, 2024 excludes $
9.2
million of commissions capitalized in the same period and includes $
12.1
million of capitalized commissions amortized from prior periods.
Pro acquisition expense for the nine months ended September 30, 2025 excludes $
7.7
million of commissions capitalized in the same period and includes $
23.3
million of capitalized commissions amortized from prior periods. Pro acquisition expense for the nine months ended September 30, 2024 excludes $
33.6
million of commissions capitalized in the same period and includes $
39.0
million of capitalized commissions amortized 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 and (iii) payments made to independent third-party Pros who perform work.
16
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. 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Segment Adjusted EBITDA: | |||||||||||||||||||||||
| Domestic | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| International |
|
|
|
|
|||||||||||||||||||
| Total Segment Adjusted EBITDA | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table reconciles total Segment Adjusted EBITDA to earnings before income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Total Segment Adjusted EBITDA | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Stock-based compensation expense |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Depreciation |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Interest expense |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Other income, net |
|
|
|
|
|||||||||||||||||||
| Earnings before income taxes | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Capital Expenditures
The following table presents capital expenditures as viewed by the CODM:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Domestic | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| International |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
17
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| United States | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| All other countries |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Long-lived assets (excluding goodwill and intangible assets): | |||||||||||
| United States | $ |
|
$ |
|
|||||||
| All other countries |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
NOTE 6—
INCOME TAXES
The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings through March 31, 2025. In all periods presented, 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 statement of cash flows. The tax sharing agreement between the Company and IAC remains in existence following the Distribution and 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 statement of shareholders’ equity and financing activities within the statement of cash flows.
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 September 30, 2025, the Company recorded an income tax provision of $
10.2
million which represents an effective income tax rate of
49
%. The effective income tax rate is higher than the statutory rate of 21% due primarily to changes to tax laws enacted in the period, the effect of cross-border tax laws and state taxes, partially offset by research credits. For the nine months ended September 30, 2025, the Company recorded an income tax provision of $
21.4
million which represents an effective income tax rate of
37
%. The effective income tax rate is higher than the statutory rate of 21% due primarily to the effect of cross-border tax laws, tax shortfalls generated by the vesting of stock-based awards and state taxes.
18
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2024, the Company recorded an income tax benefit, despite pre-tax income, of $
26.6
million and $
18.5
million, respectively. For the three and nine months ended September 30, 2024, the effective income tax rates are higher than the statutory rate of 21% due primarily to the valuation allowance release for foreign net operating losses and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards.
As a result of the Distribution, the Company’s net deferred tax asset was adjusted via invested capital for tax attributes allocated to it from IAC consolidated federal and state tax filings. The allocation of tax attributes recorded as of March 31, 2025 is preliminary. Any subsequent adjustment to allocated tax attributes will be recorded as an adjustment to deferred taxes and additional paid-in capital. The Company also established a liability to IAC of $
18.0
million via invested capital related to amounts owed pursuant to the tax sharing agreement when certain tax attributes are utilized. Any subsequent adjustment will be recorded as an adjustment to the liability and additional paid-in capital.
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 2015.
At September 30, 2025 and December 31, 2024, the Company has unrecognized tax benefits, including interest, of $
11.8
million and $
9.7
million, respectively. If unrecognized tax benefits at September 30, 2025 are subsequently recognized, the income tax provision would be reduced by $
11.1
million. The comparable amount as of December 31, 2024 is $
9.1
million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $
0.7
million by September 30, 2026 due to statute expirations and settlements; $
0.6
million of which would reduce the income tax provision.
The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At September 30, 2025, the Company has a U.S. gross deferred tax asset of $
193.4
million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $
25.1
million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $
168.3
million will be utilized based on forecasts of future taxable income. The Company’s most significant net deferred tax asset relates to U.S. federal net operating loss (“NOL”) carryforwards of $
65.5
million. The Company expects to generate sufficient future taxable income of at least $
311.9
million to fully realize this deferred tax asset.
On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (“OBBBA”). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The Company reflected necessary adjustments in the Consolidated Financial Statements for the quarter ended September 30, 2025.
NOTE 7—
EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders:
19
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net earnings attributable to noncontrolling interests |
|
|
(
|
(
|
|||||||||||||||||||
| Net earnings attributable to Angi Inc. Class A and Class B Common Stock shareholders | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average basic Class A and Class B common stock shares outstanding |
|
|
|
|
|||||||||||||||||||
|
Dilutive securities
(a)(b)
|
— |
|
— |
|
|||||||||||||||||||
| Denominator for earnings per share—weighted average shares |
|
|
|
|
|||||||||||||||||||
| Earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: | |||||||||||||||||||||||
| Earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Basic | Diluted | Basic | Diluted | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net earnings attributable to noncontrolling interests |
|
|
(
|
(
|
|||||||||||||||||||
| Net earnings attributable to Angi Inc. Class A and Class B Common Stock shareholders | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average basic Class A and Class B common stock shares outstanding |
|
|
|
|
|||||||||||||||||||
|
Dilutive securities
(a)(b)
|
— |
|
— |
|
|||||||||||||||||||
| Denominator for earnings per share—weighted average shares |
|
|
|
|
|||||||||||||||||||
| Earnings per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: | |||||||||||||||||||||||
| Earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
________________________
(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 and nine months ended September 30, 2025 and 2024,
0.9
million and
1.2
million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
20
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 and nine months ended September 30, 2025 and 2024, respectively,
0.3
million and
0.3
million underlying MSUs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met.
NOTE 8—
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 statement of cash flows:
| September 30, 2025 | December 31, 2024 | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Restricted cash included in other current assets |
|
|
|
|
|||||||||||||||||||
| Restricted cash included in other non-current assets |
|
|
|
|
|||||||||||||||||||
| Total cash and cash equivalents, and restricted cash as shown on the statement of cash flows | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Restricted cash included in “Other current assets” in the balance sheet at September 30, 2024 primarily consists of cash held in an account pledged pursuant to the future purchase of certain noncontrolling interests.
Restricted cash included in “Other non-current assets” in the 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 nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
|
Balance at January 1
|
$ |
|
$ |
|
|||||||
| Current period provision for credit losses |
|
|
|||||||||
| Write-offs charged against the allowance for credit loss |
(
|
(
|
|||||||||
|
Recoveries collected
|
|
|
|||||||||
| Other |
|
|
|||||||||
|
Balance at September 30
|
$ |
|
$ |
|
|||||||
Accumulated Depreciation and Amortization
The following table provides the accumulated depreciation and amortization within the balance sheet:
| Asset Category | September 30, 2025 | December 31, 2024 | |||||||||
| (In thousands) | |||||||||||
| Capitalized software, leasehold improvements, and equipment | $ |
|
$ |
|
|||||||
| Intangible assets | $ |
|
$ |
|
|||||||
21
ANGI INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other income, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other |
|
|
|
|
|||||||||||||||||||
| Other income, net | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
NOTE 9—
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 6—Income Taxes
” for information related to unrecognized tax benefits.
NOTE 10—
RELATED PARTY TRANSACTIONS
Relationship with IAC
On January 13, 2025, IAC and Joseph Levin, 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, and the Amended and Restated Restricted Stock Agreement, dated June 7, 2021 (“RSA Agreement”) were terminated, except as provided in Section 6 of the RSA Agreement. As a result, the
3.0
million shares of IAC restricted stock granted to Mr. Levin pursuant to the RSA Agreement were forfeited by Mr. Levin. Accordingly, the cumulative previously recognized stock-based compensation expense of $
10.2
million recognized by Angi, with respect to the restricted stock was reversed in the six months ended June 30, 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 March 3, 2025, IAC settled equity awards denominated in shares of one of our subsidiaries in IAC common stock. Pursuant to the terms of the employee matters agreement entered into between IAC and Angi in 2017, the Company reimbursed IAC for the cost of those shares by issuing to IAC
120,350
shares of our Class A Common Stock. On March 4, 2025, Angi also canceled equity awards denominated in the shares of one of our subsidiaries and issued
113,823
RSUs to holders of those awards. At September 30, 2025, there were no equity awards denominated in shares of our subsidiaries outstanding. The employee matters agreement was terminated in connection with the Distribution on March 31, 2025.
22
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 nine months ended September 30, 2025 and for both the three and nine months ended September 30, 2024. 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 both the three months ended March 31, 2025 and 2024, and $
1.0
million for the nine months ended September 30, 2024.
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, a services agreement with an updated schedule of services 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.
While the employee matters agreement will remain 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 will no longer be covered by the employee matters agreement upon effectiveness of the Distribution and will instead be covered under the services agreement as described above.
Through the end of 2025, Angi will also continue 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 require that Angi reimburse IAC.
23
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Management Overview
Angi Inc. (“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
118,000
Average Monthly Active Pros (as defined below) during the three months ended September 30, 2025. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately
16 million
projects during the twelve months ended September 30, 2025.
The Company has two operating segments: (i) Domestic and (ii) International (consisting of businesses in Europe and Canada) and operates under multiple brands including Angi, 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, 2024 (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:
•
Domestic Revenue
primarily comprises revenue generated within the Domestic segment, including lead revenue for consumer matches, revenue from Pros under contract for advertising and 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
comprises 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.
•
Service Requests
are requests for connections with Pros in the period, which include pre-priced offerings and indications of interest expressed on a Pro profile.
•
Leads
(formerly known as “Monetized Transactions”) are 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.
24
•
Proprietary Channels
are sources of Service Requests in which consumers go through an Angi proprietary user experience and retail partner experiences.
•
Network Channels
are sources of Service Requests in which consumers are presented with Angi Pros through a third party website experience.
•
Acquired Pros
are new Pros onboarded onto the Angi platform and eligible to receive Leads in the period.
•
Average Monthly Active Pros
are
the average number of Pros per month in the period 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.
Components of Results of Operations
Cost of Revenue and Gross Profit
Cost of revenue, which excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, and (iii) payments made to independent third-party Pros who perform work.
Gross profit is 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.
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.
25
Results of Operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
The following discussion should be read in conjunction with “
Item 1—Consolidated Financial Statements
.” Included below are year-over-year comparisons between the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | |||||||||||||||||||||||||||||||||||||||||||||||
| Lead revenue | $ | 151,261 | $ | 151,893 | $ | (632) | —% | $ | 420,857 | $ | 480,048 | $ | (59,191) | (12)% | |||||||||||||||||||||||||||||||||
| Advertising revenue | 57,820 | 78,782 | (20,962) | (27)% | 193,713 | 234,228 | (40,515) | (17)% | |||||||||||||||||||||||||||||||||||||||
| Services revenue | 17,188 | 23,702 | (6,514) | (27)% | 53,401 | 68,748 | (15,347) | (22)% | |||||||||||||||||||||||||||||||||||||||
| Membership subscription revenue | 6,931 | 10,452 | (3,521) | (34)% | 23,205 | 33,491 | (10,286) | (31)% | |||||||||||||||||||||||||||||||||||||||
| Other revenue | 47 | 104 | (57) | (55)% | 157 | 361 | (204) | (57)% | |||||||||||||||||||||||||||||||||||||||
| Total Domestic revenue | 233,247 | 264,933 | (31,686) | (12)% | 691,333 | 816,876 | (125,543) | (15)% | |||||||||||||||||||||||||||||||||||||||
| International revenue | 32,386 | 31,786 | 600 | 2% | 98,434 | 100,367 | (1,933) | (2)% | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 265,633 | $ | 296,719 | $ | (31,086) | (10)% | $ | 789,767 | $ | 917,243 | $ | (127,476) | (14)% | |||||||||||||||||||||||||||||||||
| Percentage of Total Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | 88 | % | 89 | % | 88 | % | 89 | % | |||||||||||||||||||||||||||||||||||||||
| International | 12 | % | 11 | % | 12 | % | 11 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In thousands, rounding differences may occur) | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating metrics: | |||||||||||||||||||||||||||||||||||||||||||||||
| Service Requests | |||||||||||||||||||||||||||||||||||||||||||||||
| Proprietary channels | 3,791 | 3,415 | 376 | 11% | 10,682 | 10,511 | 171 | 2% | |||||||||||||||||||||||||||||||||||||||
| Network channels | 353 | 1,075 | (722) | (67)% | 1,385 | 3,044 | (1,659) | (55)% | |||||||||||||||||||||||||||||||||||||||
| Total | 4,144 | 4,490 | (346) | (8)% | 12,067 | 13,554 | (1,488) | (11)% | |||||||||||||||||||||||||||||||||||||||
| Leads | |||||||||||||||||||||||||||||||||||||||||||||||
| Proprietary channels | 4,946 | 4,269 | 677 | 16% | 13,516 | 12,222 | 1,294 | 11% | |||||||||||||||||||||||||||||||||||||||
| Network channels | 495 | 2,597 | (2,102) | (81)% | 1,904 | 6,904 | (5,000) | (72)% | |||||||||||||||||||||||||||||||||||||||
| Total | 5,441 | 6,867 | (1,426) | (21)% | 15,420 | 19,126 | (3,706) | (19)% | |||||||||||||||||||||||||||||||||||||||
| Acquired Pros | 22 | 34 | (12) | (35)% | 70 | 113 | (44) | (38)% | |||||||||||||||||||||||||||||||||||||||
| Average Monthly Active Pros | 118 | 152 | (34) | (22)% | 126 | 155 | (29) | (19)% | |||||||||||||||||||||||||||||||||||||||
For the
three months ended September 30, 2025 compared to the three months ended September 30, 2024
Domestic revenue decreased $31.7 million, or 12%, due primarily to a decrease in advertising revenue of $21.0 million, or 27%, a decrease in services revenue of $6.5 million, or 27%, a decrease in membership subscription revenue of $3.5 million, or 34%. The decrease in Domestic revenue was driven by ongoing measures to improve profitability and the quality of the customer experience, including sales force consolidation, marketing optimization and full implementation of homeowner choice in January 2025.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Domestic revenue decreased $125.5 million, or 15%, due primarily to a decrease in lead revenue of $59.2 million, or 12%, a decrease in advertising revenue of $40.5 million, or 17%, a decrease in services revenue of $15.3 million, or 22%, and a
26
decrease in membership subscription revenue of $10.3 million, or 31%. The decrease in Domestic revenue was due primarily to the factors described above in the three-month discussion.
International revenue decreased $1.9 million, or 2%, due primarily to a management decision to change the business model of the Canadian business when migrating it onto the European platform. This decision was made to bring the business model in line with the European businesses and transition the Canadian business into a more profitable self-serve platform that needs fewer manual sales.
Cost of revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | $ | 12,460 | $ | 14,750 | $ | (2,290) | (16)% | $ | 38,617 | $ | 41,399 | $ | (2,782) | (7)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 5% | 5% | 5% | 5% | |||||||||||||||||||||||||||||||||||||||||||
For the
three months ended September 30, 2025 compared to the three months ended September 30, 2024
Domestic cost of revenue decreased $2.4 million, or 18%, and remained constant as a percentage of revenue, due primarily to lower credit card processing fees of $1.1 million and lower payments to third-party professional service providers of $0.8 million, partially offset by higher hosting fees of $0.2 million.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Domestic cost of revenue decreased $2.8 million, or 7%, and remained constant as a percentage of revenue, due primarily to lower credit card processing fees of $3.0 million, lower payments to third-party professional service providers of $2.3 million, partially offset by higher hosting fees of $3.0 million.
Gross profit
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 265,633 | $ | 296,719 | $ | (31,086) | (10)% | $ | 789,767 | $ | 917,243 | $ | (127,476) | (14)% | |||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | 12,460 | 14,750 | (2,290) | (16)% | 38,617 | 41,399 | (2,782) | (7)% | |||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 253,173 | $ | 281,969 | $ | (28,796) | (10)% | $ | 751,150 | $ | 875,844 | $ | (124,694) | (14)% | |||||||||||||||||||||||||||||||||
| Gross margin | 95% | 95% | —% | 95% | 95% | —% | |||||||||||||||||||||||||||||||||||||||||
For the
three months ended September 30, 2025 compared to the three months ended September 30, 2024
Gross profit decreased $28.8 million, or 10%, due primarily to the decrease in revenue described in the revenue discussion above.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Gross profit decreased $124.7 million, or 14%, due primarily to the decrease in revenue described in the revenue discussion above.
27
Selling and marketing expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Selling and marketing expense | $ | 129,314 | $ | 155,443 | $ | (26,129) | (17)% | $ | 387,308 | $ | 470,817 | $ | (83,509) | (18)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 49% | 52% | 49% | 51% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Domestic selling and marketing expense decreased $24.0 million, or 17%,
driven by a decrease in compensation expense of
$17.9 million
and a decrease in advertising expense of $5.0 million. The de
crease in compensation expense was due primarily to a reduction in headcount. The decrease in advertising expense was due primarily to lower spend on offline advertising.
International selling and marketing expense decreased $2.2 million, or 20%, driven by a decrease in compensation expense of $2.7 million due primarily to a reduction in headcount, partially offset by an increase in advertising expense of $0.5 million. The reduction in headcount was driven by the management decision to change the business model of the Canadian business when migrating it onto the European platform described in the revenue discussion above. The increase in advertising expense was due primarily to higher costs related to online advertising.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Domestic selling and marketing expense decreased $78.6 million, or 18%, driven by decreases of $59.0 million in compensation expense and $16.5 million in advertising expense. The decrease in compensation expense was due primarily to a reduction in headcount. The decrease in advertising expense was due primarily to lower spend on offline advertising..
International selling and marketing expense decreased $4.9 million, or 15%, driven by a decrease in compensation expense of $5.8 million, partially offset by an increase in advertising expense of $1.5 million
. The reduction in headcount was due primarily to the factors described above in the three-month discussion. The increase in advertising expense was due primarily to higher costs related to online advertising.
General and administrative expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense | $ | 69,410 | $ | 76,827 | $ | (7,417) | (10)% | $ | 200,810 | $ | 246,717 | $ | (45,907) | (19)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 26% | 26% | 25% | 27% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Domestic general and administrative expense decreased $7.5 million, or 11%, due primarily to decreases of $4.5 million in compensation expense, $2.0 million in the provision for credit losses, and $0.9 million in software license and maintenance costs. The decrease in compensation expense is primarily due to a reduction in headcount. The decrease in the provision for credit losses
is primarily due to lower revenue and improved collection rates. The decrease in software license and maintenance costs is due primarily to reduced costs related to data warehousing and customer support services.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Domestic general and administrative expense decreased $46.7 million, or 21%, due primarily to decreases of $17.8 million in compensation expense, $10.0 million in the provision for credit losses, $9.7 million in lease expense, $5.3 million in software license and maintenance costs, and $3.0 million in third-party wages. The decrease in compensation expense is primarily due to previously recognized stock-based compensation expense of $10.2 million 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, and a reduction in headcount. The decrease in lease expense is primarily due to impairment charges of right-of-use assets previously recognized in the first half of 2024 and the Company’s reduction of its real estate footprint. The decreases in the provision for credit losses and
28
software license and maintenance costs are due primarily to the factors described above in the three-month discussion. The decrease in third-party wages is primarily due to reduced costs related to customer support services.
Product development expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Product development expense | $ | 20,749 | $ | 24,314 | $ | (3,565) | (15)% | $ | 71,430 | $ | 72,849 | $ | (1,419) | (2)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 8% | 8% | 9% | 8% | |||||||||||||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Product development expense decreased $3.6 million, or 15%, and $1.4 million, or 2%, for the three and nine months ended September 30, 2025
,
respectively, compared to the three and nine months ended September 30, 2024.
Depreciation
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | $ | 11,918 | $ | 17,568 | $ | (5,650) | (32)% | $ | 32,144 | $ | 65,741 | $ | (33,597) | (51)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 4% | 6% | 4% | 7% | |||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Depreciation decreased $5.7 million, or 32%, due primarily to the reduction in capitalized software spend over prior periods and the write-off of certain leasehold improvements and furniture and fixtures in connection with the Company’s reduction of its real estate footprint in 2024.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Depreciation decreased $33.6 million, or 51%, due primarily to the factors described above in the three-month discussion.
Operating income
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | $ | 13,765 | $ | 5,069 | $ | 8,696 | 172% | $ | 40,428 | $ | 7,399 | $ | 33,029 | 446% | |||||||||||||||||||||||||||||||||
| International | 8,017 | 2,748 | 5,269 | 192% | 19,030 | 12,321 | 6,709 | 54% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 21,782 | $ | 7,817 | $ | 13,965 | 179% | $ | 59,458 | $ | 19,720 | $ | 39,738 | 202% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 8% | 3% | 8% | 2% | |||||||||||||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024
Operating income increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, and depreciation expense discussions.
At September 30, 2025, there
was $36.1 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 2.3 years.
29
Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | $ | 31,052 | $ | 31,743 | $ | (691) | (2)% | $ | 80,199 | $ | 98,101 | $ | (17,902) | (18)% | |||||||||||||||||||||||||||||||||
| International | 8,630 | 3,666 | 4,964 | 135% | 20,152 | 15,453 | 4,699 | 30% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 39,682 | $ | 35,409 | $ | 4,273 | 12% | $ | 100,351 | $ | 113,554 | $ | (13,203) | (12)% | |||||||||||||||||||||||||||||||||
| As a percentage of revenue | 15% | 12% | 13% | 12% | |||||||||||||||||||||||||||||||||||||||||||
See “
Principles of Financial Reporting
” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Domestic Adjusted EBITDA decreased $0.7 million, or 2%, to $31.1 million, and increased as a percentage of revenue. The decrease was primarily driven by lower gross profit due to a decrease in revenue, offset by lower selling and marketing expense.
International Adjusted EBITDA increased $5.0 million, or 135%, to $8.6 million, and increased as a percentage of revenue, driven by lower selling and marketing expense and lower cost of revenue.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Domestic Adjusted EBITDA decreased $17.9 million, or 18%, to $80.2 million, and remained constant as a percentage of revenue. The decrease was primarily driven by lower gross profit due to a decrease in revenue, partially offset by lower selling and marketing expense due to a decrease in compensation expense and lower costs related to offline advertising, lower general and administrative expense due to decreases in compensation expense, lease expense, and the provision for credit losses, and lower cost of revenue due to lower credit card processing fees.
International Adjusted EBITDA increased $4.7 million, or 30%, to $20.2 million, and increased as a percentage of revenue. The increase was primarily driven by lower selling and marketing expense due to a decrease in compensation 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 3—Long-term Debt
” to the financial statements included in “
Item 1—Consolidated Financial Statements
.”
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (5,069) | $ | (5,045) | $ | 24 | —% | $ | (15,164) | $ | (15,124) | $ | 40 | —% | |||||||||||||||||||||||||||||||||
For the three and nine months ended September 30, 2025
Interest expense in the three and nine months ended September 30, 2025 remained constant compared to the three and nine months ended September 30, 2024, respectively.
Other income, net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other income, net | $ | 4,090 | $ | 5,979 | $ | (1,889) | (32)% | $ | 13,737 | $ | 15,033 | $ | (1,296) | (9)% | |||||||||||||||||||||||||||||||||
30
For the three and nine months ended September 30, 2025
Other income, net includes interest income of $3.8 million and $5.1 million for the three months ended September 30, 2025 and 2024, respectively, and $12.0 million and $14.9 million for the nine months ended September 30, 2025 and 2024, respectively.
Income tax provision
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Income tax (provision) benefit | $ | (10,198) | $ | 26,612 | $ | (36,810) | NM | $ | (21,423) | $ | 18,505 | $ | (39,928) | NM | |||||||||||||||||||||||||||||||||
| Effective income tax rate | 49% | NM | 37% | NM | |||||||||||||||||||||||||||||||||||||||||||
For further details of income tax matters, see “
Note 6—Income Taxes
” to the financial statements included in “
Item 1. Consolidated Financial Statements
.”
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to changes to tax laws enacted in the period, the effect of cross-border tax laws and state taxes, partially offset by research credits.
In 2024, the Company recorded a benefit, despite pre-tax income, due primarily to the valuation allowance release for foreign net operating losses and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to the effect of cross-border tax laws, tax shortfalls generated by the vesting of stock-based awards and state taxes.
In 2024, the Company recorded a benefit, despite pre-tax income, due primarily to the valuation allowance release described in the three month discussion and research credits, partially offset by tax shortfalls generated by the vesting of stock-based awards.
31
PRINCIPLES OF FINANCIAL REPORTING
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is considered our 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; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our 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 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.
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:
32
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Operating Income |
Stock-Based
Compensation Expense |
Depreciation |
Adjusted
EBITDA |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Domestic | $ | 13,765 | $ | 5,416 | $ | 11,871 | $ | 31,052 | |||||||||||||||
| International | 8,017 | 566 | 47 | 8,630 | |||||||||||||||||||
| Total | $ | 21,782 | $ | 5,982 | $ | 11,918 | $ | 39,682 | |||||||||||||||
| Interest expense | (5,069) | ||||||||||||||||||||||
| Other income, net | 4,090 | ||||||||||||||||||||||
| Earnings before income taxes | 20,803 | ||||||||||||||||||||||
| Income tax provision | (10,198) | ||||||||||||||||||||||
| Net earnings attributable to Angi Inc. shareholders | $ | 10,605 | |||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
|
Operating Income
|
Stock-Based
Compensation Expense |
Depreciation |
Adjusted
EBITDA |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Domestic | $ | 5,069 | $ | 9,879 | $ | 16,795 | $ | 31,743 | |||||||||||||||
| International | 2,748 | 145 | 773 | 3,666 | |||||||||||||||||||
| Total | $ | 7,817 | $ | 10,024 | $ | 17,568 | $ | 35,409 | |||||||||||||||
| Interest expense | (5,045) | ||||||||||||||||||||||
| Other income, net | 5,979 | ||||||||||||||||||||||
| Earnings before income taxes | 8,751 | ||||||||||||||||||||||
|
Income tax benefit
|
26,612 | ||||||||||||||||||||||
| Net earnings | 35,363 | ||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (202) | ||||||||||||||||||||||
| Net earnings attributable to Angi Inc. shareholders | $ | 35,161 | |||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Operating Income |
Stock-Based
Compensation Expense |
Depreciation |
Adjusted
EBITDA |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Domestic | $ | 40,428 | $ | 7,769 | $ | 32,002 | $ | 80,199 | |||||||||||||||
| International | 19,030 | 980 | 142 | 20,152 | |||||||||||||||||||
| Total | $ | 59,458 | $ | 8,749 | $ | 32,144 | $ | 100,351 | |||||||||||||||
| Interest expense | (15,164) | ||||||||||||||||||||||
| Other income, net | 13,737 | ||||||||||||||||||||||
| Earnings before income taxes | 58,031 | ||||||||||||||||||||||
| Income tax provision | (21,423) | ||||||||||||||||||||||
| Net earnings attributable to Angi Inc. shareholders | $ | 36,608 | |||||||||||||||||||||
33
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Operating Income |
Stock-Based
Compensation Expense |
Depreciation |
Adjusted
EBITDA |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Domestic | $ | 7,399 | $ | 27,292 | $ | 63,410 | $ | 98,101 | |||||||||||||||
| International | 12,321 | 801 | 2,331 | 15,453 | |||||||||||||||||||
| Total | $ | 19,720 | $ | 28,093 | $ | 65,741 | $ | 113,554 | |||||||||||||||
| Interest expense | (15,124) | ||||||||||||||||||||||
| Other income, net | 15,033 | ||||||||||||||||||||||
| Earnings before income taxes | 19,629 | ||||||||||||||||||||||
|
Income tax benefit
|
18,505 | ||||||||||||||||||||||
| Net earnings | 38,134 | ||||||||||||||||||||||
| Net earnings attributable to noncontrolling interests | (844) | ||||||||||||||||||||||
| Net earnings attributable to Angi Inc. shareholders | $ | 37,290 | |||||||||||||||||||||
34
FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES
Financial Position
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Cash and cash equivalents: | |||||||||||
| United States | $ | 333,377 | $ | 411,298 | |||||||
| All other countries | 7,312 | 5,136 | |||||||||
| Total cash and cash equivalents | $ | 340,689 | $ | 416,434 | |||||||
| Long-term debt: | |||||||||||
| ANGI Group Senior Notes | $ | 500,000 | $ | 500,000 | |||||||
| Less: unamortized debt issuance costs | 2,543 | 3,160 | |||||||||
| Total long-term debt, net | $ | 497,457 | $ | 496,840 | |||||||
At September 30, 2025, all of the Company’s international cash can be repatriated without significant consequences.
For a detailed description of long-term debt, see “
Note 3—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:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 74,989 | $ | 115,904 | |||||||
| Investing activities | $ | (40,797) | $ | (37,541) | |||||||
| Financing activities | $ | (109,564) | $ | (47,544) | |||||||
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.
2025
Adjustments to net earnings consist primarily of $37.3 million of provision for credit losses, $32.1 million of depreciation, $16.9 million of deferred income taxes, $8.7 million of stock-based compensation expense and $5.5 million of non-cash lease expense. The decrease from changes in working capital consists primarily of an increase of $37.9 million in accounts receivable, a decrease of $13.9 million in accounts payable and other liabilities, a decrease of $12.2 million in deferred revenue, and a decrease of $9.7 million in operating lease liabilities, partially offset by a decrease of $14.5 million in other assets. The increase in accounts receivable is due primarily to timing of cash receipts. The decrease in accounts payable and other liabilities is
due primarily to accrued compensation and timing of payments.
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.
Net cash used in investing activities includes capital expenditures of
$40.9 million
primarily related to investments in capitalized software to support the Company’s products and services.
Net cash used in financing activities includes
$102.7 million
for the repurchase of
6.7 million
shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of
$15.31
per share and
$6.9 million
for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
35
2024
Adjustments to net earnings consist primarily of $65.7 million of depreciation, $43.7 million of provision for credit losses, $28.1 million of stock-based compensation expense, $13.8 million of non-cash lease expense (including impairment of right-of-use assets), and $24.6 million of deferred income taxes. The decrease from changes in working capital consists primarily of an increase of $44.7 million in accounts receivable, a decrease of $13.9 million in operating lease liabilities and a decrease of $3.9 million in accounts payable and other liabilities, partially offset by a decrease of $21.1 million in other assets. The increase in accounts receivable is due primarily to timing of cash receipts. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in accounts payable and other liabilities is due primarily to the timing of payments, partially offset by an increase in accrued advertising. The decrease in other assets is due primarily to the receipt of an insurance claim from coverage for previously incurred legal fees and a decrease in prepaid hosting services.
Net cash used in investing activities includes capital expenditures of $37.5 million primarily related to investments in capitalized software to support the Company’s products and services.
Net cash used in financing activities includes $25.7 million for the repurchase of 1.1 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $22.51 per share, $16.0 million for the purchase of the remaining noncontrolling interests of a foreign subsidiary, and $5.7 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
Liquidity and Capital Resources
Share Repurchase Authorizations and Activity
Du
ring the nine months ended September 30, 2025, the Company repurchased 6.7 million shares of its Class A Common Stock, on a trade date basis, at an average price of $15.31 per share, or $103.2 million in aggregate. As of May 2, 2025, the Company had no shares remaining in the 2.5 million share authorization approved by the board of directors of the Company on August 2, 2024. On May 5, 2025 and September 17, 2025, the board of directors of the Company approved a new stock repurchase authorization of 5.0 million shares of its Class A Common Stock (the “May 2025 Share Authorization”) and approximately 3.2 million shares of its Class A Common Stock (the “September 2025 Share Authorization”), respectively.
From October 1, 2025 through October 31, 2025, the Company repurchased an additional 0.6 million shares at an average price of $14.51 per share, or $8.3 million in aggregate. As of October 31, 2025, the Company had no shares remaining in the May 2025 Share Authorization and approximately 3.2 million shares remaining in the Septemb
er 2025 Share Authorization.
Our share repurchase programs do not obligate us to acquire a specified number of shares and can be suspended, modified or terminated without prior notice.
Contractual Obligations
In the third quarter of 2025, the Company entered into a three-year cloud computing contract with payments of $19.5 million expected to be made within the next twelve months and the remaining payments of approximately $44.5 million expected to be made by September 2028. As of September 30, 2025, there were no other material changes outside the ordinary course of business to the Company’s contractual obligations disclosures as of December 31, 2024, included in the Annual Report.
Capital Expenditures
The Company’s 2025 capital expenditures are expected to be higher than 2024 capital expenditures of $50.5 million by approximately 20
%
, due to an increase related to capitalized software.
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, and expected positive cash flows generated from operations 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
36
months. The Company may consider additional forms of liquidity, including, but not limited to, revolving credit facilities. 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.
37
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
During the nine months ended September 30, 2025, 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.
38
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 September 30, 2025, 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.
39
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 continue,” “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) various risks related to our relationship with IAC following the Distribution, (xx) our ability to generate sufficient cash to service our indebtedness and (xxi) 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
40
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.
41
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 September 30, 2025.
Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its Class A Common Stock during the three months ended September 30, 2025:
| Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid Per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
(d)
Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2) |
|||||||||||||||||||
| July 2025 | 760,194 | $ | 16.42 | 760,194 | 1,320,807 | ||||||||||||||||||
| August 2025 | 257,426 | $ | 16.41 | 257,426 | 1,063,381 | ||||||||||||||||||
| September 2025 | 493,241 | $ | 17.13 | 493,241 | 3,770,140 | ||||||||||||||||||
| Total | 1,510,861 | $ | 16.65 | 1,510,861 | 3,770,140 | ||||||||||||||||||
________________________________________
(1)
Reflects repurchases made pursuant to the May 2025 Share Authorization, which was publicly announced in May 2025.
(2)
Represents the total number of shares of Class A Common Stock that remained available for repurchase as of the end of the relevant month set forth in the table above pursuant to the May 2025 Share Authorization and/or the September 2025 Share Authorization, as applicable. Pursuant to the May 2025 Share Authorization and September 2025 Share Authorization, the Company may repurchase up to 5.0 million shares and approximately 3.2 million shares of Class A Common Stock, respectively, over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors Company management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook. As of October 22, 2025, the Company had no shares remaining under the May 2025 Share Authorization. As of October 31, 2025, the full authorized amount of approximately 3.2 million shares remained under the September 2025 Share Authorization.
From October 1, 2025 through October 31, 2025, the Company repurchased an additional 570,140 shares of Class A Common Stock at an average price of $14.51 per share pursuant to the May 2025 Share Authorization, after which approximately 3.2 million shares of Class A Common Stock remained available for repurchase under the September 2025 Share Authorization.
42
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
September 5, 2025
, 2025,
Jeff W. Kip
, our
Chief Executive Officer
and a member of our board of directors,
adopted
a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to
57,500
shares of Class A Common Stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until
September 4, 2026
, 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 September 30, 2025
.
43
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 | ||||||||||||||||
| 3.2 | Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. |
|
|||||||||||||||
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. (effective as of 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). | ||||||||||||||||
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc. (dated as of March 31, 2025). | ||||||||||||||||
| 3.6 | Amended and Restated Bylaws. | ||||||||||||||||
| 3.7 | Amended and Restated Bylaws (as amended March 31, 2025). | ||||||||||||||||
|
Employment Agreement between the Company and Kris Boon, dated as of August 8, 2025.
(1)(2)
|
|||||||||||||||||
|
Employment Agreement between the Company and Glenn Orchard, dated as of September 30, 2025.
(1)(2)
|
|||||||||||||||||
|
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)
|
|||||||||||||||||
|
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)
|
|||||||||||||||||
|
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)
|
|||||||||||||||||
|
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)
|
||||||||||||||||
44
| 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.
45
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: | November 4, 2025 | |||||||||||||
| Angi Inc. | ||||||||||||||
| By: | /s/ ANDREW RUSSAKOFF | |||||||||||||
| Andrew Russakoff | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| Signature | Title | Date | ||||||
| /s/ ANDREW RUSSAKOFF | Chief Financial Officer | November 4, 2025 | ||||||
| Andrew Russakoff | ||||||||
46
TABLE OF CONTENTS
Part IItem 1. Consolidated Financial StatementsNote 1 The Company and Summary Of Significant Accounting PoliciesNote 2 Financial Instruments and Fair Value MeasurementsNote 3 Long-term DebtNote 4 Accumulated Other Comprehensive IncomeNote 5 Segment InformationNote 6 Income TaxesNote 7 Earnings Per ShareNote 8 Financial Statement DetailsNote 9 ContingenciesNote 10 Related Party TransactionsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart IIItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits