Angi Inc. 2025 Annual Report: Key Insights and Investor Implications

Angi Inc. (Nasdaq: ANGI) has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The report highlights critical financial results, risk factors, and corporate governance details that investors and shareholders must consider. Below, we break down the most important updates and price-sensitive disclosures.

1. Key Financial Position and Shareholder Information

• Outstanding Shares:
  • As of February 6, 2026, Angi Inc. had 40,104,748 shares of Class A Common Stock outstanding. There were no Class B or Class C shares outstanding, making Class A the sole common equity class.
  • Total voting common stock held by non-affiliates as of June 30, 2025, was valued at \$673,049,686.
• Stock Exchange: Angi’s shares are listed on The Nasdaq Stock Market LLC under the ticker symbol ANGI.

2. Filing and Audit Status

• Filing Status: Angi is a large accelerated filer, fulfilling all requirements for filing and submitting interactive data files.
• Audit Controls: The company’s management assessment of internal controls over financial reporting has been audited and attested by its independent registered public accounting firm, indicating compliance with Section 404(b) of the Sarbanes-Oxley Act.

3. Forward-Looking Statements and Cautionary Notes

Angi’s report includes numerous forward-looking statements—such as expectations for future business, financial condition, product initiatives, and capital allocation—that are subject to significant risks and uncertainties. The company does not undertake to update these statements, warning investors not to place undue reliance on them.

4. Major Risk Factors and Potential Price-Sensitive Issues

• Search Engine and Digital Marketing Risks:
  • Rapid and frequent changes in search engine pricing, operating dynamics, and policies (including the phasing out of third-party cookies and changing keyword advertising rules) could increase Angi’s marketing costs and reduce free traffic. This could impact the company’s ability to attract users and Pros, potentially affecting revenue and profitability.
  • Ongoing shifts toward digital media consumption and the need to invest in new marketing channels (such as online video, social media, and over-the-top platforms) present both opportunities and challenges. If Angi cannot adapt or achieve effective returns on marketing investments, its business could be adversely affected.
• Pro Network and Service Quality:
  • Angi’s success depends on its ability to attract, retain, and grow a base of skilled and reliable professionals (“Pros”). Failure to provide innovative products, ensure safety, or offer attractive returns to Pros could undermine the platform’s value, reducing user engagement and revenue.
• Mobile and Digital Platform Development:
  • Consumers increasingly access Angi’s services via mobile and digital devices. Angi must continue to invest in technology and adapt to rapidly evolving market trends (including the rise of AI and new digital devices). Failure to do so could erode its competitive position.
• Shareholder Restrictions and Tax Considerations:
  • Due to a tax sharing agreement stemming from the company’s spin-off from IAC, Angi is subject to significant restrictions on certain transactions for two years following the distribution. These include limitations on mergers, asset sales, stock buybacks, and changes to voting rights. Breaching these could jeopardize the tax-free status of the distribution and have material financial consequences.
• Other General and Industry Risks:
  • Unpredictable factors, including macroeconomic conditions, evolving consumer behaviors, and competitive pressures, may present additional risks not specifically enumerated in the filing.

5. Governance, Compliance, and Shareholder Resources

• Code of Ethics: Angi’s Code of Business Conduct and Ethics applies to all employees, officers, and directors. It is posted on the company’s investor relations website, and any material changes or waivers will be disclosed there.
• Public Filings: Angi makes all SEC filings and financial reports available free of charge on its website and the SEC’s website.
• Anonymous Hotline: The company maintains a hotline for employees to report accounting or auditing concerns.

6. Potential Price-Sensitive Events

Investors should note the following conditions that could impact Angi’s share price:

• Any failure to adapt to search engine or digital marketing changes could increase costs or decrease user engagement, which may negatively affect the company’s valuation.
• Limits on capital allocation and business combinations due to the tax sharing agreement with IAC could constrain growth strategies and affect shareholder value.
• The company’s ability to attract and retain quality Pros is critical; any deterioration in the network may undermine future growth prospects.

7. Documents Incorporated by Reference

Portions of Angi’s proxy statement for the 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of the 10-K.

Disclaimer: This article is a summary of Angi Inc.’s 2025 Annual Report and is intended for informational purposes only. It does not constitute investment advice. Investors should review the full filing and consult with a financial advisor before making investment decisions. The author and publisher do not guarantee the accuracy or completeness of this summary.

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