DEF 14A of Angi Inc., Apr 28, 2026

DEF 14A of Angi Inc.

Filed Apr 28, 2026 · FY20250001104659-26-050416

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. Proposal and Required Vote

    Proposal and Required Vote The Board currently consists of ten members. Our directors are divided into three classes serving staggered three-year terms. The current members of each class of directors and when their terms expire are as follows: • Class I (term expires at 2028 annual meeting): Thomas R. Evans, Alesia J. Haas, Jeffrey W. Kip and Joseph Levin; • Class II (term expires at 2026 annual meeting): Sandra Buchanan, Thomas C. Pickett Jr. and Glenn H. Schiffman; and • Class III (term expires at 2027 annual meeting): Angela R. Hicks Bowman, Jeremy G. Philips and Suzy Welch. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires, except that, beginning with the 2030 annual meeting, all directors will be elected for one-year terms. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of Ms. Sandra Buchanan and Messrs. Thomas C. Pickett Jr. and Glenn H. Schiffman for re-election at the Annual Meeting to serve as Class II directors and, if elected at the Annual Meeting, each to hold office until the 2029 annual meeting of stockholders, or until such director’s successor has been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board). All of the Class II director nominees were previously elected to the Board by Angi stockholders at the 2024 annual meeting of stockholders. Although Angi does not anticipate that any of the Class II director nominees will be unable or unwilling to stand for re-election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board. Proxies may not be voted for a greater number of persons than three, which is the number of Class II director nominees named in this proxy statement. The election of each Class II director nominee requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi Class A common stock. The Board recommends that Angi stockholders vote FOR the election of all Class II director nominees.

  3. Information Concerning Class II Director Nominees

    Information Concerning Class II Director Nominees Background information about each Class II director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each Class II director nominee, all of which the Board believes provide Angi with the perspective and judgment needed to guide, monitor and execute its strategies. Sandra Buchanan, age 61, has been a director of Angi since November 2021. She has served as Chief Human Resources Officer of Tradeweb Markets Inc., a builder and operator of electronic marketplaces (“Tradeweb Markets”), since October 2025. Prior to her tenure at Tradeweb Markets, Ms. Buchanan served as Managing Director, Chief Human Resources Officer of GCM Grosvenor, a leading global alternative asset firm, from May 2018 to October 2025 and held various positions at Bank of America Merrill Lynch from 2013 to 2018, including as the Global Head of Human Resources for Corporate and Investment Banking. Prior to her tenure at Bank of America, Ms. Buchanan held leadership roles in Talent Management and Talent Acquisition at Goldman Sachs & Co. LLC from 2006 to 2013 and JP Morgan Chase & Co. from 1998 to 2006. In her not-for-profit affiliations, Ms. Buchanan serves as a member of the board of directors and the Investment Committee of The Harlem School of Arts and the board of directors and Finance Committee of The Thurgood Marshall College Fund. Ms. Buchanan received a Bachelor of Business Administration in Finance and Sociology from Bernard M. Baruch College and a Master of Business Administration in Marketing from the University of Michigan. When concluding that Ms. Buchanan should serve as a director, the Board considered her expertise in human resources, talent management, and people operations, including her extensive expertise in people strategy, which she gained through her leadership of various global human resources functions. Thomas C. Pickett Jr. (Tom Pickett), age 57, has been a director of Angi since August 2023. He has served as Chief Executive Officer of Headspace, Inc., a private mental healthcare company, since August 2024. He previously served as Chief Revenue Officer of DoorDash, Inc., a publicly traded leading local commerce platform (“DoorDash”), from March 2020 until August 2024. Prior to joining DoorDash, Mr. Pickett served as Chief Executive Officer of Ellation, a global direct-to-consumer digital media company, from October 2014 to March 2020. From April 2004 to August 2014, Mr. Pickett served in various senior roles at Google, including roles involving general business operations, as Director of AdSense operations and as a member of the senior executive team of YouTube, most recently serving as Vice President of Content and Operations. Earlier in his career, Mr. Pickett served as an F/A-18 pilot in the U.S. Navy and was a “Top Gun” graduate. He holds a Bachelor of Science degree in Electrical Engineering, with honors, from Rensselaer Polytechnic Institute, and a Master of Business Administration from Harvard Business School. When concluding that Mr. Pickett should serve as a director, the Board considered his experience as Chief Executive Officer of Headspace, Chief Revenue Officer of DoorDash, as well as his digital media, advertising and operational experience gleaned through his various other roles. Glenn H. Schiffman, age 56, has served as a director of Angi since June 2017. He has served as Executive Vice President and Chief Financial Officer of Fanatics, Inc., a global digital sports platform (“Fanatics”), since August 2021, and as a member of its board of directors since April 2025. As Chief Financial Officer of Fanatics, Mr. Schiffman is responsible for a broad set of financial and corporate functions across the entire Fanatics global enterprise, including corporate finance, M&A, treasury, financial planning and analysis, investor relations, accounting, information security, human resources, legal and corporate administration. Prior to his tenure at Fanatics, Mr. Schiffman served as Executive Vice President and Chief Financial Officer of IAC from April 2016 to August 2021 and as Chief Financial Officer of Angi from September 2017 until August 2019 and from February 2021 until July 2021. Prior to his tenure at IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group (a merchant bank focused on advising and investing in the technology, media and telecommunications industries) from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. Mr. Schiffman has served as a member of the board of directors of Match Group since September 2016 and as a member of the audit committee of Match Group since 2025. Mr. Schiffman served on the board of directors of Vimeo, Inc. from May 2021 until December 2025 and served as Chairman of the board from March 2023 until December 2025. He is a member of the National Committee on United States-China Relations and a member of the Duke Children’s National Leadership Council. In Mr. Schiffman’s philanthropic efforts he focuses on endowing organizations and funding initiatives with permanent capital to make lasting change. He founded and is Chairman of the Valerie Fund Endowment, which supports children with cancer and blood disorders, created an Endowment at the Duke Medical Center to research and hopefully someday cure pediatric cancer, created an Endowment at Washington and Lee University to support Women’s Athletics and created an Endowment at Duke University to fund scholarships for athletes from underrepresented communities. Mr. Schiffman has a degree in economics and history from Duke University. He was named Institutional Investor’s CFO of the Year for the Midcap Internet Sector in 2018 and 2021. When concluding that Mr. Schiffman should serve as a director, the Board considered his experience as Chief Financial Officer of Angi and the unique knowledge and experience regarding Angi and its businesses he gained through his former role as Executive Vice President and Chief Financial Officer of IAC. In addition, as a result of his public and private chief financial officer roles, Mr. Schiffman has risk management experience, as well as a high level of financial literacy and expertise regarding mergers and acquisitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which the Board believes gives him particular insight into trends in capital markets and the technology and media industries.

  4. Information Concerning Continuing Directors

    Information Concerning Continuing Directors Background information about each Class I and Class III director, whose terms of office will expire at the 2028 and 2027 annual meetings of stockholders, respectively, is set forth below, including information regarding their specific experiences, characteristics, attributes and skills. Angela R. Hicks Bowman (Class III), age 53, who also goes by Angie Hicks, has been a director of Angi and served as our Chief Customer Officer since September 2017. Prior to serving in these roles, Ms. Hicks Bowman co-founded Angie’s List in 1995 and served as its Chief Marketing Officer from May 2000 to September 2017 and as a member of its board of directors from March 2013 to September 2017. Ms. Hicks Bowman has served as a member of the Mid-US Advisory Board for Harvard Business School since May 2024. Ms. Hicks Bowman earned a Bachelor of Arts in Economics from DePauw University, from which she received a Distinguished Alumni Award for Management and Entrepreneurship and the Robert C. McDermond Medal for Excellence in Entrepreneurship, and a Master of Business Administration degree from Harvard Business School. Ms. Hicks Bowman has received multiple awards for her entrepreneurial achievements, as well as her leadership in both the community and the technology field, including (among others) being awarded both the TechPoint Trailblazer Award and Harvard Business School’s Alumni Achievement Award in 2017. When concluding that Ms. Hicks Bowman should serve as a director, the Board considered her experience as Chief Customer Officer of Angi and unique knowledge and experience regarding Angi and Angie’s List, as well as her leadership, operational and marketing experience. Thomas R. Evans (Class I), age 71, has been a director of Angi since September 2017. Mr. Evans served as President and Chief Executive Officer of Bankrate, Inc. (a digital publisher of consumer financial content and rate information (“Bankrate”)) from June 2004 to December 2013, during which time he also served as a member of the board of directors of Bankrate. Following his retirement from Bankrate, Mr. Evans served as an advisor to the board of directors of Bankrate through December 2015. Prior to his tenure at Bankrate, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. (a company specializing in the online processing of consumer credit card payments for government taxes, fees and fines) from August 1999 to September 2003 and as President and Chief Executive Officer of GeoCities Inc. (a community of personal websites) from March 1998 to June 1999. Prior to his digital experience, Mr. Evans was a 20-year veteran of the print magazine business, having served as President and Publisher of U.S. News & World Report, President of The Atlantic Monthly and President and Publisher of Fast Company, which he launched in 1995. Mr. Evans has served as a member of the board of directors of Shutterstock, Inc. (a provider of stock photography, stock footage, stock music and editing tools) since March 2012. When concluding that Mr. Evans should serve as a director, the Board considered his experience as a public company chief executive officer, as well as his extensive digital experience in a variety of industries, high level of financial literacy and insight into the media industry. Alesia J. Haas (Class I), age 49, has been a director of Angi since September 2017. Ms. Haas has served as Chief Financial Officer of Coinbase Global Inc. (a publicly traded cryptocurrency platform (“Coinbase”)) since April 2018. Prior to joining Coinbase, Ms. Haas served as Chief Financial Officer of Sculptor Capital Management, Inc. (formerly Och Ziff Capital Management LLC, a publicly traded, global institutional alternative asset manager (“Sculptor”)) from December 2016 to April 2018. Prior to joining Sculptor, Ms. Haas served as Chief Financial Officer of OneWest Bank, N.A. (a California based commercial bank (“OneWest Bank”)) from January 2013 until its acquisition by CIT Group Inc. in December 2015. Prior to her tenure as Chief Financial Officer of OneWest Bank, Ms. Haas served as Interim Chief Financial Officer of OneWest Bank from September 2012 to January 2013 and as Head of Strategy for OneWest Bank from March 2009 to August 2015. Ms. Haas also served as a member of the board of directors of Vimeo, Inc. (“Vimeo”) from May 2021 to June 2025. When concluding that Ms. Haas should serve as a director, the Board considered her experience as a public company chief financial officer, including her attendant risk oversight duties, and high level of financial literacy. Jeffrey W. Kip (Class I), age 58, has served as a director and Chief Executive Officer of Angi Inc. since April 2024 and has served as Chief Executive Officer of Angi International (formerly HomeAdvisor International) since April 2016. Prior to his appointment as Chief Executive Officer of Angi, Mr. Kip served as President of Angi Inc. from November 2023 to April 2024. Prior to his service as Chief Executive Officer of Angi International, Mr. Kip served as Chief Financial Officer of IAC from March 2012 to April 2016. Before joining IAC, Mr. Kip served as Executive Vice President, Chief Financial Officer of Panera Bread Company (a national bakery-cafe concept in the United States and Canada (“Panera”)) from May 2006 to March 2012. From November 2003 until May 2006, Mr. Kip served as Panera’s Vice President, Finance and Planning, and as Vice President, Corporate Development from May 2003 until November 2003. From November 2002 until April 2003, Mr. Kip served as a Director at UBS (an investment banking firm), and from August 1999 until November 2002, as an Associate at Goldman Sachs & Co. LLC (an investment banking firm). From May 2022 to May 2025, Mr. Kip has served on the board of directors of Berkshire Hills Bancorp, Inc. (a bank holding company) and its subsidiary, Berkshire Bank (the largest regional bank headquartered in Massachusetts and the operator of 130 branches in New England, New York and the Mid- Atlantic). When concluding that Mr. Kip should serve as a director, the Board considered his unique knowledge and experience regarding Angi and its businesses that he gained through his roles as Chief Executive Officer and President of Angi and Chief Executive Officer of Angi International, as well as through his role as Chief Financial Officer of IAC prior to his tenure at Angi. The Board also considered his high level of financial literacy and expertise regarding strategic transaction and investments.

  5. Information Concerning Continuing Directors

    Joseph Levin (Class I), age 46, has served as a director and Executive Chairman of the Board since September 2017 and April 1, 2025, respectively, and prior to that time, served as Chairman of the Board from September 2017 to March 31, 2025. He served as Chief Executive Officer of Angi from October 2022 through April 2024 and Chief Executive Officer and a director of IAC from June 2015 to March 31, 2025. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and he previously served in various capacities at IAC in strategic planning, M&A and finance since joining IAC in 2003. Mr. Levin has served as a director of MGM Resorts International (a leader in gaming, hospitality and leisure) and Warner Bros. Discovery, Inc. (a leading global media and entertainment company) since March 2020 and January 2025, respectively. Mr. Levin previously served as a director of Turo Inc. (a peer-to-peer car sharing company in which IAC is the largest shareholder) from July 2019 until February 2025, as a director and Chairman of the board of directors of Vimeo, Inc. from May 2021 through March 2023, as a director of Match Group, Inc. from October 2015 through September 2022 and as a director of Groupon, Inc. from March 2017 to July 2019. In addition to his for-profit affiliations, Mr. Levin serves on the Board of Advisors of The Wharton School at The University of Pennsylvania. When concluding that Mr. Levin should serve as a director, the Board considered his unique knowledge and experience regarding Angi and its businesses that he has gained through his roles as Executive Chairman, Chairman and Chief Executive Officer of Angi, as well as through his various roles with IAC since 2003, most recently in his role as former Chief Executive Officer of IAC. Mr. Levin has a high level of financial literacy and expertise regarding mergers and acquisitions, investments and other strategic transactions. Jeremy G. Philips (Class III), age 53, has been a director of Angi since November 2021. He has been a general partner of Spark Capital (a venture capital firm responsible for early-stage funding of technology startups) since May 2014. From January 2012 until May 2014, Mr. Philips invested in various private technology companies. From June 2010 to January 2012, Mr. Philips served as the Chief Executive Officer of Photon Group Limited (a holding company listed on the Australian Securities Exchange). From 2004 to 2010, Mr. Philips held various positions of increasing responsibility with News Corporation, most recently as Executive Vice President in the Office of the Chairman. Prior to his tenure at News Corporation, among other roles, Mr. Philips co-founded and served as Vice Chairman of ecorp (a publicly traded Internet holding company). Mr. Philips has served as a member of the board of directors of TripAdvisor, Inc. (a publicly traded online travel research company) since December 2011 and previously served as a member of the board of directors of Affirm Holdings, Inc. (a publicly traded financial technology company) from 2015 through December 2021. Mr. Philips also serves as a member of the board of directors of several private Internet companies. Mr. Philips is an adjunct professor at Columbia Business School and holds a Bachelor of Arts and a Bachelor of Laws from the University of New South Wales and a Master of Public Administration from the Harvard Kennedy School of Government. When concluding that Mr. Philips should serve as a director, the Board considered his technology and marketplace expertise, as well as his strategic and operational experience acquired through his roles as a public company chief executive officer and other executive-level positions, high level of financial literacy and expertise regarding strategic investments and transactions. Suzy Welch (Class III), age 66, has served as a director of Angi since September 2017. Dr. Welch is a Professor of Management Practice at NYU Stern, business journalist, public speaker and author of the New York Times bestseller 10-10-10: A Life Transforming Idea. Dr. Welch is also a co-author of the international bestsellers, The Real Life MBA and Winning. Her newest book, based on her award winning class at NYU Stern, Becoming You, was published by HarperCollins in May 2025 and named Amazon’s Best Book of the Year. In addition to her writing and public speaking, Dr. Welch has served as a television commentator for numerous networks since 2002, and often can be seen on NBC and CNBC, where she serves as a commentator. She has also been a contributing editor for The Wall Street Journal. From 2010 to 2020, Dr. Welch also served as a curriculum advisor for The Jack Welch Management Institute, which she co-founded. Dr. Welch began her career working as a reporter for The Miami Herald from September 1981 through June 1985, after which she attended Harvard Business School, where she graduated as a Baker Scholar in 1988. She then worked as a management consultant at Bain & Co. before joining the Harvard Business Review as a senior editor in January 1995. She was named editor-in-chief in 2001, serving in that position until April 2002. Dr. Welch also serves on several private company and non-profit boards. When concluding that Dr. Welch should serve as a director, the Board considered the broad general business experience that she has gained through her Professorship at NYU Stern School of Business, as well as her affiliations with Harvard University and The Jack Welch Management Institute. She also has expertise in business leadership, strategy and organizational behavior, topics about which she has written and spoken extensively.

  6. INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Background information about current Angi executive officers who are not directors is set forth below. For background information about Jeffrey W. Kip, the Chief Executive Officer of Angi, and Joseph Levin, the Executive Chairman of Angi, see the discussion under “Information Concerning Continuing Directors”. Kris Boon, age 40, has served as Chief Product Officer of Angi since March 31, 2025. Prior to this appointment, Mr. Boon served as Chief Product and Technology Officer of Angi International from April 2019 and as President of Angi International from July 2024. Mr. Boon previously served as a Director of Business Development at the Company’s Werkspot brand from December 2014 until April 2019. Prior to joining the Company, Mr. Boon worked at Sanoma, a European media company, in various product management and business development roles, from May 2008 until October 2014. Prior to assuming these roles, Mr. Boon co-founded InsideGamer BV, a Dutch gaming website, in February 2004 and served as its co-Chief Executive Officer until its purchase by Sanoma in April of 2008. Bailey Carson, age 41, has served as Chief Operating Officer of Angi since October 15, 2024. Prior to this appointment, Ms. Carson served as Chief Customer Experience Officer of the Company beginning in January 2024, and prior to that appointment, in the following general management roles at the Company and its businesses: (i) from November 2022 to December 2023, as General Manager of the Company’s Services business, (ii) from April 2021 to November 2022, as General Manager of the Company’s Book Now product offering, (iii) from May 2020 to April 2021, as a Category Manager of the Company’s Everyday Services category, and (iv) from August 2018 to May 2020, as Senior Vice President, Growth of Handy Technologies Inc. (acquired by the Company in October 2018). Prior to joining the Company, she served: (i) from October 2016 to August 2018, as Chief Operating Officer of Willing Beauty Company, a clean skincare brand (“Willing”), (ii) from July 2014 to October 2016, as Chief Operating Officer and Chief Financial Officer of willa, a clean skincare brand for teens (acquired by Willing’s parent company in September 2016), and (iii) from May 2013 to July 2014, as Product Manager of Compass, a residential real estate brokerage firm. Earlier in her career, Ms. Carson served as a private equity associate at Irving Place Capital and as an investment banking analyst at Lehman Brothers. Julie Hoarau, age 42, has served as Chief Financial Officer and principal accounting officer of Angi since March 27, 2026. Prior to this appointment, Ms. Hoarau served as Chief Accounting Officer of Angi from October 2024 to March 2026. In this capacity, she was responsible for overseeing the Company’s SEC reporting, global accounting, and tax functions. She was also part of the team that led the Company’s spin-off from IAC Inc. Prior to joining the Company, Ms. Hoarau worked at MongoDB, Inc. (NASDAQ: MDB), a developer data platform company, from May 2019 to October 2024, where she most recently served as Vice President of Accounting Operations. During her tenure, Ms. Hoarau oversaw various functions, including SEC reporting and technical accounting, corporate accounting, finance transformation, tax, treasury, sales compensation and payroll. Ms. Hoarau also served from April 2018 to May 2019 as Vice President and then Senior Vice President, Finance of Aaptiv, a digital fitness application. Earlier in her career, she held various finance and accounting roles at Evolving Systems, Inc. (NASDAQ: EVOL), a then-publicly traded provider of digital engagement solutions and services; Shutterstock, Inc. (NYSE: SSTK), a leading online content marketplace; Scanbuy, Inc., a developer of cloud-based mobile engagement solutions through QR codes; and KVB Partners, an accounting and tax services firm. Ms. Hoarau holds both a Bachelor’s degree in Business Administration (DUT GEA and D.E.S.C.F) and a Master of Science degree in Accounting (D.E.S.S.) from the University of Bordeaux and is a Certified Public Accountant. Glenn Orchard, age 48, has served as Chief Growth Officer of Angi since October 15, 2024. Prior to this appointment, he served in the following marketing roles at the Company and its businesses: (i) from December 2023 to October 2024, as Senior Vice President of Digital and Growth of the Company, (ii) from October 2021 to date, as Chief Marketing Officer of Angi International and (iii) from January 2018 to September 2021, as Chief Marketing Officer of MyBuilder, a leading home services marketplace in the United Kingdom included within Angi International. Prior to joining the Company, from August 2011 to December 2017, Mr. Orchard held various marketing, commercial and e-commerce positions at Photobox Group (a European online photo print company (“Photobox”)), most recently from May 2016 to December 2017 as Marketing, Analytics and Business Intelligence Group Director. Prior to his tenure at Photobox, he held various marketing, commercial and e-commerce positions at Dixons Retail, the former European consumer electronics dealer (since renamed Currys plc) from March 2003 to March 2011, most recently from May 2008 to March 2011 as Head of Commercial — Mobile, Broadband and Content. Andrew Russakoff, age 47, served as Chief Financial Officer of Angi from June 2022 until March 27, 2026. Prior to assuming the CFO role, Mr. Russakoff served as Vice President, Financial Planning, of IAC from February 2018 to June 2022. In that capacity, he partnered with the IAC executive team on investor relations and financial analysis for IAC’s portfolio of digital and media subsidiaries. Prior to joining IAC in 2015 as Senior Director, Financial Planning, Mr. Russakoff served as Vice President of Finance and Operations for GameChanger Media, Inc. (a venture-capital backed sports technology startup) from 2014 to 2015, and as Vice President of Strategy and Business Development for Pellucid Analytics (a finance-oriented technology company and data platform). Prior to that time, Mr. Russakoff was an investment banker at Credit Suisse. Shannon M. Shaw, age 51, has served as Chief Legal Officer of Angi since March 2019. In her current role, Ms. Shaw oversees all legal and compliance matters across Angi’s various brands and businesses. Before joining Angi, Ms. Shaw served as Chief Counsel, Americas for dormakaba Inc. (a global provider of access control and security solutions) from August 2018 to March 2019, where she oversaw the company’s legal operations for North America, Mexico and South America. Prior to her tenure at dormakaba Inc., Ms. Shaw served as General Counsel/Chief Legal Officer of Angie’s List from September 2011 to April 2018. Prior to her tenure at Angie’s List, Ms. Shaw was a labor and employment attorney at the law firm of Barnes & Thornburg, LLP from September 2003 to September 2011, where she litigated on behalf of companies and advised national and local companies on compliance with federal and state labor and employment laws. Ms. Shaw also served as Media Relations Coordinator at Clarian Health Partners (a large hospital conglomerate) from 1997 to 2000.

  7. Program Overview

    Program Overview Angi’s executive officer compensation program is designed to increase long-term value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable us to meet Angi’s growth objectives. Compensation packages for each of our NEOs and other executive officers have primarily consisted of salary, annual cash bonuses, long-term incentives (typically equity awards) and, to a more limited extent, perquisites and other benefits, with an emphasis on performance-based, at-risk pay. As discussed in more detail below under “Compensation Determination Process,” we adopt a flexible approach in establishing compensation levels and measuring and rewarding short-term and long-term performance. We believe this approach helps us best tailor our compensation program to a rapidly shifting competitive landscape and keep our NEOs appropriately incentivized. The following table summarizes the major elements of our NEO compensation program in 2025.

  8. Approach to Establishing Compensation

    Approach to Establishing Compensation When establishing compensation packages for a given executive, we follow a flexible approach and make decisions based on a host of factors particular to a given executive’s situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors we deem relevant at the time. Similarly, we do not follow an arithmetic approach to establishing ongoing compensation levels and measuring and rewarding short-term and long-term performance, as we believe this approach often fails to adequately take into account the multiple factors that contribute to success at the individual executive officer and business level. In any given period, we may have multiple objectives, and these objectives (and their relative importance) often change as the competitive and strategic landscape shifts, even within a given compensation cycle. As a result, we believe formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and have relied primarily on a discretionary approach. While we consider market data in establishing broad compensation programs and practices and periodically assess the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. We make decisions based on a host of factors particular to a given executive officer’s situation, including those described above and our understanding of the current environment, and believe that over-reliance on survey data and/or a benchmarking approach is too rigid and stale for the dynamic and fast changing marketplace for talent in which we participate.

  9. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee works with Compensia in determining an appropriate peer group of companies each year. The compensation peer group for 2025 was comprised of the following companies:

  10. Peer Group and Benchmarking

    | Beyond, Inc. Bumble Inc. CarGurus, Inc. Cars.com Inc. Dropbox, Inc. Etsy Inc. Frontdoor, Inc. IAC Inc. OpenDoor Technologies Inc. | Redfin Corporation RingCentral, Inc. Shutterstock, Inc. TripAdvisor, Inc. Upwork, Inc. Yelp Inc. Ziff Davis, Inc. Zillow Group, Inc. ZipRecruiter, Inc. |

  11. Peer Group and Benchmarking

    The companies in the compensation peer group were selected on the basis of their similarity to us, as determined using the following criteria: Industry affiliation. Technology-enabled online marketplace and service providers with a secondary focus on technology platform and e-commerce companies. Similar business focus. Consumer-focused technology-enabled products and services. • Similar revenue size. Approximately 0.33x to 3.0x of Angi’s last four fiscal quarters’ revenue (approximately $424 million to $3.8 billion) • Similar market capitalization. Approximately 0.2x to 5.0x of Angi’s 30-day average market capitalization (approximately $219 million to $5.5 billion) To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings, as supplemented by survey data provided by Radford, an Aon Hewitt company, representing publicly traded U.S. software companies with revenue levels comparable to ours. This market data was then used as a reference point for the Compensation Committee to assess our executive compensation levels in the course of its deliberations on compensation forms and amounts. In determining actual pay levels, the Compensation Committee considers peer group compensation data alongside the other factors described above, but does not target a specific percentile. The Compensation Committee believes that a percentile-based approach does not adequately capture the subjective factors unique to each executive’s responsibilities and performance.

  12. Annual Cash Bonuses

    Annual Cash Bonuses Purpose Our annual incentive cash bonus program is designed to reward executive officers for short-term company and individual performance. Because of the variable nature of our annual cash bonus program, and because in any given year annual cash bonuses have the potential to make up a significant portion of an executive officer’s total compensation, our annual cash bonus program provides an important incentive tool to achieve annual objectives. Angi generally pays annual cash bonuses shortly after year-end following the finalization of financial results for the prior year. Establishing Target Bonus Award Levels The determination of annual cash bonus target amounts is based on a non-formulaic assessment of factors that vary from year to year and success is measured subjectively. In setting individual annual cash bonus amounts for our NEOs and other executive officers, the Committee considers a variety of factors regarding Angi’s overall performance, such as growth in revenue and profitability, achievement of strategic objectives and positioning for future growth, individual executive officer performance and contribution to Angi, and, in the case of NEOs, the annual cash bonus amount for each NEO relative to other NEOs. No quantified weight is given to any particular factor. The Compensation Committee engages in an overall assessment of appropriate annual cash bonus levels based on consideration of corporate and individual performance factors, as applicable. Although there is no formula related to annual cash bonuses, each NEO has a target amount set forth in his employment agreement or determined from time to time by the Compensation Committee that the Compensation Committee considers as part of its overall annual cash bonus determination. 2025 Annual Cash Bonuses. In determining annual cash bonuses for 2025 performance for our NEOs and other executive officers, the Compensation Committee considered a variety of factors, including: • Implementation of homeowner choice • Execution on key product initiatives, including the One Platform initiative, Single Pro product and on-line Pro enroll • Improvements in key customer metrics • Restructuring conducted in January 2026 • Continued reinvestment in Angi’s businesses generally to drive growth over the long-term In addition, 2025 achievements were considered and compared to achievements and annual cash bonus levels in prior years, along with market data from Compensia. As noted above, in setting individual annual cash bonus amounts, there was no weight assigned to any specific factor and no application of a formulaic calculation. Messrs. Kip and Levin voluntarily agreed to forgo their annual cash bonuses for 2025, and the Compensation Committee did not determine the amount of any bonus they would otherwise have earned. This decision reflects our leadership’s commitment to the Compensation Committee’s pay-for-performance compensation philosophy and to further non-management employees’ receipt of bonus awards. The individual cash bonus payments made to our NEOs for their performance in fiscal year 2025, and as compared to target, were as follows:

  13. Annual Cash Bonuses

    | Named Executive Officers | Target Award | Actual Payment | Actual Payment (% of Target) | | Jeffrey W. Kip | $650,000 | — | 0.0% | | Joseph Levin | $350,000 | — | 0.0% | | Andrew Russakoff | $400,000 | $320,000 | 80.0% | | Kris Boon(1) | $411,709 | $329,367 | 80.0% | | Glenn Orchard(2) | $337,278 | $337,278 | 100.0% |

  14. Annual Cash Bonuses

    (1) Mr. Boon resides in the Netherlands and is paid in euros. The amounts in the table above were converted from euros to U.S. dollars utilizing the December 31, 2025 exchange rate of 1.17631 for comparison purposes only. (2) Mr. Orchard resides in the United Kingdom and is paid in GBP. The amounts in the table above were converted from GBP to U.S. dollars utilizing the December 31, 2025 exchange rate of 1.34911 for comparison purposes only.

  15. Long-Term Incentives

    Long-Term Incentives Purpose The Compensation Committee believes that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with other employment opportunities in a competitive marketplace. In addition, the Compensation Committee believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, we align NEO and executive officer incentives with stockholder interests in a manner that we believe drives superior performance over time. We use time-based RSU awards, performance stock unit (“PSU”) awards and stock option awards in our long-term incentive compensation program to directly align this portion of the compensation of our executive officers to stockholder interests. Establishing Target Equity Award Levels In setting particular equity award levels, the predominant objectives have been providing effective retention incentives, appropriately rewarding past performance and incentivizing for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors. The annual corporate performance factors relevant to setting annual cash bonuses discussed above are also taken into account, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument relative to annual cash bonuses. Form of Equity Awards In 2025, the Compensation Committee reviewed the long-term incentive program for our NEOs and granted the following equity awards to ensure our long-term incentive structure remained aligned with our strategic objectives and the interests of our stockholders: Vesting of all equity awards is conditioned upon the relevant NEO’s continued service through the applicable vesting date, subject to earlier vesting upon certain terminations of employment. Stock Option Grants In determining the form of long-term equity compensation for Messrs. Kip and Levin, our highest-ranking leaders, the Compensation Committee placed particular emphasis on creating a strong link between realizable pay and long-term stock price performance. Because stock options have value only to the extent our stock price appreciates after the grant date, the Compensation Committee concluded that options were an appropriate award type for Messrs. Kip and Levin in light of the Compensation Committee’s desire to emphasize strong alignment with stockholders through stock price appreciation. RSU Grants While the Compensation Committee granted RSUs to Messrs. Russakoff and Boon in May 2025, Mr. Orchard did not receive an annual grant at that time, as the Compensation Committee considered the grant of RSUs to him in October 2024 in connection with his appointment as Chief Growth Officer to be sufficient. The RSUs granted to Mr. Russakoff in May 2025 were scheduled to vest in two equal annual installments on each of March 1, 2026 and 2027. The RSUs granted to Mr. Boon in May 2025 vest in three equal annual installments on each of March 1, 2026, 2027 and 2028. In September 2025, following review, the Compensation Committee granted additional RSUs to Messrs. Russakoff, Boon and Orchard and certain other executive officers. These awards were intended to maintain alignment with market benchmarks and represented an advance grant of a portion of their anticipated 2026 equity compensation. The Compensation Committee determined to grant this portion of equity earlier in the compensation cycle to provide greater certainty of long-term incentives and to support retention and leadership continuity during a critical phase of the Company’s growth. The timing of this grant of RSUs did not affect the vesting schedule, which vesting begins on the first anniversary of March 2026 (not September 2025 when granted), or otherwise change the intended economic value of the awards, which remain aligned with the Company’s standard equity compensation framework. These RSU awards vest in installments beginning in March 2027 and concluding in March 2029, reinforcing retention and leadership stability over the subsequent three-and-a-half-year period. 2025 Equity Awards In total, the Compensation Committee granted equity awards to our NEOs with the following grant date fair values in 2025:

  16. Long-Term Incentives

    | Named Executive Officers | RSU Award Grant Date Fair Values(1) | Option Award Grant Date Fair Values(1) | | Jeffrey W. Kip(2) | — | $4,995,000 | | Joseph Levin(3) | — | $4,995,000 | | Andrew Russakoff(4) | $1,214,378 | — | | Kris Boon(5) | $2,044,075 | — | | Glenn Orchard(6) | $632,002 | — |

  17. Long-Term Incentives

    (1) The number of RSUs and stock options in these footnotes reflects the one-for-ten reverse stock split of the shares of outstanding Angi capital stock effected on March 24, 2025 (the “Reverse Stock Split”). The amounts in these columns represent the grant date fair value of RSUs or stock option awards, as applicable, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). (2) Reflects an award of 500,000 shares subject to a stock option granted on May 29, 2025. Reflects an award of 500,000 shares subject to a stock option granted on May 29, 2025. Reflects awards of (i) 20,000 RSUs granted on May 6, 2025, and (ii) 55,834 RSUs granted on September 17, 2025. (5) Reflects awards of (i) 67,500 RSUs granted on May 6, 2025, and (ii) 72,500 RSUs granted on September 17, 2025. In addition, in March 2025, the equity plan of one of Angi’s subsidiaries was terminated and holders of outstanding equity awards under that plan received replacement awards under the Angi equity plan with a similar value. Mr. Boon held SARs under that subsidiary equity plan, which were cancelled, and he received 5,381 RSUs in replacement thereof. Such RSUs are not reflected in the table above. (6) Reflects an award of 35,666 RSUs on September 17, 2025.

  18. Change in Control

    Change in Control Angi equity awards held by our NEOs and certain other executive officers generally include a “double- trigger” change in control provision, which provides for the acceleration of the vesting of all outstanding Angi equity awards in connection with a change in control of Angi when an award holder suffers an involuntary termination of employment during the two year period following such change in control. We believe that providing for the acceleration of the vesting of Angi equity awards in these circumstances will assist in the retention of our executive officers through a change in control transaction. For purposes of this discussion and the discussion below under the Severance caption, the term “involuntary termination” means a termination of a given executive officer’s employment by Angi without cause or a given executive officer’s resignation for good reason or similar construct.

  19. Severance

    Severance We generally provide our NEOs and certain other executive officers with some amount of salary continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that by providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. Angi generally does not provide for the acceleration of the vesting of Angi equity awards in the event an executive officer voluntarily resigns from Angi.

  20. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards Angi’s general policy is to consider equity grants at scheduled meetings of the Compensation Committee, and such grants are either effective on the approval date or a specified future date. The Compensation Committee typically approves annual equity-based awards to NEOs and other executive officers usually following the release of earnings results for the prior fiscal year, though as discussed above, it modified this practice in 2025. In addition to annual awards, NEOs and other executive officers may receive awards when they join the Company or in connection with retention efforts and promotions. In addition, the Compensation Committee has delegated to Ms. Shaw the authority to make grants of Angi equity awards to eligible individuals (other than Angi directors and executive officers), subject to certain limitations, generally on the first business day of each calendar month. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  21. Chief Executive Officer Employment Agreement

    Chief Executive Officer Employment Agreement In connection with Mr. Kip’s appointment as President of Angi, Angi and Mr. Kip entered into an employment agreement, effective as of November 13, 2023. Subsequently, in connection with Mr. Kip’s appointment as Chief Executive Officer of Angi, the employment agreement was amended by way of an amendment, dated as of April 5, 2024, between Angi and Mr. Kip (as amended, the “Kip Employment Agreement”). The Kip Employment Agreement has a scheduled term of one year from the effective date and provides for automatic renewals for successive one-year terms absent written notice from Angi or Mr. Kip 90 days prior to the expiration of the then current term. Pursuant to the Kip Employment Agreement, Mr. Kip is eligible to receive an annual base salary, discretionary annual cash bonuses with a target amount equal to 100% of his annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Compensation Committee from time to time. The Kip Employment Agreement provides that, upon a termination of employment by Angi without “cause” (as defined in the Kip Employment Agreement) and other than by reason of death or disability, resignation for “good reason” (as defined in the Kip Employment Agreement) or the timely delivery of a non-renewal notice by Angi, subject to the relevant executive’s execution and non-revocation of a release and compliance with the restrictive covenants set forth below: Angi will continue to pay Mr. Kip his annual base salary for one year following such termination (the “Kip Severance Period”), subject to offset for amounts received from other employment during the Kip Severance Period; and all outstanding and unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Kip as of the date of such termination that would have otherwise vested during the Kip Severance Period shall vest as of the date of such Qualifying Termination. Under the Kip Employment Agreement, “cause” is generally defined to include the plea of guilty or nolo contendere, or conviction for, a felony, a material breach of fiduciary duty or restrictive covenants specified in the Kip Employment Agreement, violation of certain Company policies, or the willful or gross neglect of certain material duties required by the Kip Employment Agreement, in certain cases following a cure period. “Good reason” is generally defined to include a material reduction in base salary or a material diminution in title, duties, or level of responsibilities that remains following a cure period. Mr. Kip is bound by covenants not to compete with Angi and its businesses nor solicit Angi employees or business partners during his employment and the Kip Severance Period. In addition, Mr. Kip has agreed not to use or disclose any confidential information of Angi or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.

  22. Employment Transition Agreement between Executive Chairman and IAC

    Employment Transition Agreement between Executive Chairman and IAC On January 13, 2025, IAC and Mr. Levin, then Chief Executive Officer of IAC and non-executive Chairman of the Board of Angi, entered into an Employment Transition Agreement (the “IAC Employment Transition Agreement”), pursuant to which the employment agreement, by and between Mr. Levin and IAC, dated November 5, 2020 (the “Levin IAC Employment Agreement”), and the Amended and Restated Restricted Stock Agreement, dated June 7, 2021 (“Levin IAC RSA Agreement”), were terminated, except certain restrictive covenants under the Levin IAC Employment Agreement survived termination. While Angi was not a party to the IAC Employment Transition Agreement, there were certain impacts on Angi related to this agreement as described below. Angi and Mr. Levin do not have any employment agreement or similar arrangement in connection with Mr. Levin’s role as Executive Chairman of Angi. The IAC Employment Transition Agreement provided that the 3,000,000 shares of IAC restricted stock granted to Mr. Levin pursuant to the Levin IAC RSA Agreement were forfeited by Mr. Levin. Pursuant to the IAC Employment Transition Agreement, Mr. Levin received the following from IAC on January 13, 2025: (i) 500,860 (as adjusted for the Reverse Stock Split) shares of Angi Class B common stock and (ii) $9,346,585 in cash. Mr. Levin satisfied applicable tax withholding obligations due with respect to the shares and cash from the cash payment and immediately converted all of the shares of Angi Class B common stock that he received into shares of Angi Class A common stock on a one-for-one basis. The terms of the IAC Employment Transition Agreement provide that Mr. Levin may not transfer or dispose of these shares of Angi Class A common stock prior to March 31, 2031, subject to certain limited exceptions.

  23. Chief Product Officer Employment Agreement

    Chief Product Officer Employment Agreement In connection with his appointment as Chief Product Officer of Angi, a subsidiary of Angi, and Mr. Boon entered into an employment agreement (the “Boon Employment Agreement”), effective as of March 31, 2025 (the “Boon Effective Date”). Pursuant to the Boon Employment Agreement, Mr. Boon is eligible to receive an annual base salary, discretionary annual cash bonuses, Angi equity awards and such other employee benefits as may be reasonably determined by the Compensation Committee from time to time. Mr. Boon is also eligible to receive tax equalization payments if he is subject to income or other taxation outside of the Netherlands during his employment with Angi, grossed up for the impact of any tax withholding, and tax preparation services. In addition, in connection with his appointment as Chief Product Officer, Mr. Boon received a grant of 67,500 RSUs that vested or will vest in equal installments on each of March 1, 2026, 2027, and 2028, subject to continued service. The Boon Employment Agreement provides that, upon a termination of Mr. Boon’s employment by Angi without “cause,” and other than by reason of death and certain grounds specified under the Dutch Civil Code, or his resignation for “good reason”, subject to Mr. Boon’s execution and non-revocation of a release and his compliance with the restrictive covenants set forth below: Angi will continue to pay Mr. Boon his annual base salary for 12 months following such termination (the “Boon Severance Period”), subject to offset for amounts received from other employment during the Boon Severance Period; • all outstanding and unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Boon as of the date of such termination that would have otherwise vested during the Boon Severance Period shall vest as of the date of such termination; and • all vested and outstanding Angi stock options and stock appreciation rights held by Mr. Boon as of the date of such termination (including the awards vesting during the Boon Severance Period as described above) will remain outstanding and exercisable for up to 18 months from the date of such termination. Under the Boon Employment Agreement, “cause” is generally defined to include an “urgent cause” or “seriously reproachable acts or omissions” under the Dutch Civil Code, the plea of guilty or nolo contendere, or conviction for, a felony, a material breach of fiduciary duty or restrictive covenants specified in the Boon Employment Agreement, violation of certain Company policies, or the willful or gross neglect of certain material duties, in certain cases following a cure period. “Good reason” is generally defined to include a material reduction in base salary or a material diminution in title, duties, or level of responsibilities that remains following a cure period. Mr. Boon is bound by covenants not to compete with Angi and its businesses nor solicit Angi employees or business partners during his employment and the Boon Severance Period. In addition, Mr. Boon has agreed not to use or disclose any confidential information of Angi or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.

  24. Chief Growth Officer Employment Agreement

    Chief Growth Officer Employment Agreement A subsidiary of Angi and Mr. Orchard are parties to an employment agreement (the “Orchard Employment Agreement”) dated as of September 30, 2025. Pursuant to the Orchard Employment Agreement, Mr. Orchard is eligible to receive an annual base salary, discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Compensation Committee from time to time. Mr. Orchard is also eligible to receive tax equalization payments if he is subject to income or other taxation outside of the United Kingdom during his employment with Angi, grossed up for the impact of any tax withholding, and tax preparation services. The Orchard Employment Agreement provides that, upon a termination of Mr. Orchard’s employment by Angi without “cause” and other than by reason of death, or his resignation for “good reason”, subject to Mr. Orchard’s execution and non-revocation of a release and his compliance with the restrictive covenants set forth below: • Angi will continue to pay Mr. Orchard his annual base salary for 12 months following such termination (the “Orchard Severance Period”), subject to offset for amounts received from other employment during the Orchard Severance Period; • all outstanding and unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Orchard as of the date of such termination that would have otherwise vested during the Orchard Severance Period shall vest as of the date of such termination; and • all vested and outstanding Angi stock options and stock appreciation rights held by Mr. Orchard as of the date of such termination (including the awards vesting during the Orchard Severance Period as described above) will remain outstanding and exercisable for up to 18 months from the date of such termination. Under the Orchard Employment Agreement, “cause” generally means, among other things, any act of serious or gross misconduct or serious negligence or incompetence, serious or repeated breach or non-observance of any of the provisions of the Orchard Employment Agreement, refusal or failure to comply with any reasonable and lawful directions of Angi, conduct which seriously prejudices or is likely seriously to prejudice Angi, conviction of a criminal offence, or a serious breach of rules issued by Angi. “Good reason” is generally defined to include a material reduction in base salary or a material diminution in title, duties, or level of responsibilities that remains following a cure period. Mr. Orchard is bound by covenants not to compete with Angi and its businesses nor solicit Angi employees or business partners during his employment and the Orchard Severance Period. In addition, Mr. Orchard has agreed not to use or disclose any confidential information of Angi or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.

  25. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our NEOs for the years set forth below, as well as Angi equity awards granted to them in 2025, equity awards held by them on December 31, 2025 and the dollar value realized by them upon the vesting or exercise of equity awards (as applicable) during 2025. The number of Angi equity awards and any per share values in the tables, footnotes and narrative below reflect the Reverse Stock Split.

  26. Summary Compensation Table

    Summary Compensation Table

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jeffrey W. Kip Chief Executive Officer(3) | 2025 | 650,000 | — | — | 4,995,000 | 10,000 | 5,655,000 | | | 2024 | 634,615 | 850,000 | 5,440,540 | — | 10,000 | 6,935,155 | | | 2023 | 577,404 | 500,000 | 4,180,000 | — | 10,000 | 5,267,404 | | Joseph Levin Executive Chairman and Former Chief Executive Officer(4) | 2025 | 247,692 | — | — | 4,995,000 | — | 5,242,692 | | | 2024 | 130,833 | 478,750 | — | — | 5,000 | 614,583 | | | 2023 | 483,333 | 1,619,667 | — | — | — | 2,103,000 | | Andrew Russakoff Chief Financial Officer(5) | 2025 | 421,154 | 320,000 | 1,214,378 | — | 8,221 | 1,963,753 | | | 2024 | 400,000 | 380,000 | 292,000 | — | 10,000 | 1,082,000 | | | 2023 | 400,000 | 325,000 | 1,000,000 | — | 9,900 | 1,734,900 | | Kris Boon Chief Product Officer(6) | 2025 | 526,072 | 329,367 | 2,130,709 | — | 138,654 | 3,124,802 | | Glenn Orchard Chief Growth Officer(7) | 2025 | 472,189 | 337,278 | 632,002 | — | 108,450 | 1,549,919 | | | 2024 | 383,451 | 234,673 | 1,946,000 | — | 50,790 | 2,614,914 |

  28. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of equity awards granted to the NEO in the applicable year, calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in the valuation of these awards, please see “Note 11 Stock-Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Represents: (i) in the case of Messrs. Kip and Russakoff, 401(k) matching amounts from Angi in the applicable year, (ii) in the case of Mr. Levin with respect to the 2024 fiscal year, the IAC 401(k) matching amount allocated to Angi for his services as Chief Executive Officer of Angi for 2024, (iii) in the case of Mr. Boon in 2025, Angi International pension plan matching amounts ($8,773), tax equalization payments on an after-tax basis in respect of compensation attributable to services deemed to be provided by him in the United States ($123,548, inclusive of $53,082 in tax gross-up payments) and tax preparation and legal services that Angi reimbursed in connection with such tax equalization arrangement ($6,333), in each case, in 2025 and (iv) in the case of Mr. Orchard, (a) in 2025, Angi International pension plan matching amounts ($22,647), tax equalization payments on an after-tax basis in respect of compensation attributable to services deemed to be provided by him in the United States ($64,870, inclusive of $21,152 in tax gross-up payments) and tax preparation and legal services Angi reimbursed in connection with such tax equalization arrangement ($20,933), and (b) in 2024, Angi International pension plan matching amounts ($20,729) and tax equalization payments on an after-tax basis in respect of compensation attributable to services deemed to be provided by him in the United States ($30,061, inclusive of $13,995 in tax gross-up payments). In addition to his role as Chief Executive Officer of Angi, in which capacity he has served since April 5, 2024, Mr. Kip has served as Chief Executive Officer of Angi International since April 2016 and served as President of Angi from November 13, 2023 to April 4, 2024. Amounts in the table above reflect: (i) for 2025, compensation in respect of his service as Chief Executive Officer of Angi and as Chief Executive Officer of Angi International for the entirety of 2025, (ii) for 2024, compensation in respect of his service as Chief Executive Officer of Angi beginning April 5, 2024, as President of Angi from January 1, 2024 through April 4, 2024 and as Chief Executive Officer of Angi International for the entirety of 2024 and (iii) for 2023, compensation in respect of his service as President of Angi from November 13, 2023 through December 31, 2023 and as Chief Executive Officer of Angi International for the entirety of 2023. (4) In addition to his role as Executive Chairman of Angi, in which capacity he has served since April 1, 2025, Mr. Levin served as Chief Executive Officer of Angi from October 10, 2022 through April 4, 2024 and as Chief Executive Officer of IAC from June 24, 2015 through March 31, 2025. Amounts in the table above for Mr. Levin reflect those portions of his IAC base salary, discretionary cash bonus and 401(k) matching amounts allocated to Angi for his services as Chief Executive Officer of Angi for the applicable periods. See “Compensation Discussion and Analysis and Certain Relationships” and “Related Person Transactions — Relationships Involving IAC — Allocation of CEO Compensation and Reversal of Certain Expenses.” Prior to his current role, Mr. Levin has also served as a director of Angi since September 2017 and served as Chairman of the Board from September 2017 through March 31, 2025. During the time in 2025 that Mr. Levin served as Chief Executive Officer of IAC and non-executive Chairman of the Board of Angi, he did not receive any compensation allocated to Angi for his services as Chairman of the Board of Angi. (5) Mr. Russakoff served as Chief Financial Officer of Angi from June 9, 2022 through March 27, 2026. (6) Mr. Boon was appointed as Chief Product Officer of Angi on March 31, 2025. Amounts in the table above reflect compensation in respect of his service as Chief Product and Technology Officer of Angi International from January 1, 2025 through March 30, 2025 and as Chief Product Officer of Angi beginning March 31, 2025. The amount shown for Mr. Boon in the Stock Awards column includes (i) the grant date fair value of his regular RSU awards that were granted in May and September 2025 ($2,044,075) and (ii) the incremental fair value ($86,634) of RSUs received by him in March 2025 in connection with the cancellation of unvested SARs under a subsidiary equity plan that was being terminated and a corresponding RSU award granted under the Angi equity plan (the “Boon Replacement RSUs”). Mr. Boon resides in the Netherlands and is paid in euros. The amounts of base salary, bonus, Angi International pension plan contribution amounts, tax gross-up payments in connection with tax equalization and related tax preparation and legal services in the table and these footnotes were converted from euro to U.S. dollars utilizing the December 31, 2025 exchange rate of 1.17631 for comparison purposes only. (7) In addition to his role as Chief Growth Officer of Angi, in which capacity he has served since October 15, 2024, Mr. Orchard serves as Chief Marketing Officer of Angi International. Amounts in the table above reflect compensation in respect of his service as Chief Growth Officer of Angi since October 15, 2024, as Chief Marketing Officer of Angi International for the entirety of 2024 and 2025 and as Senior Vice President of Digital and Growth of Angi from January 1, 2024 through October 14, 2024. Mr. Orchard resides in the United Kingdom and is paid in GBP. The amounts of base salary, bonus, Angi International pension plan contribution amounts, tax gross-up payments in connection with tax equalization and related tax preparation and legal services in the table and these footnotes were converted from GBP to U.S. dollars utilizing the December 31, 2025 exchange rate of 1.34911 for comparison purposes only.

  29. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The table below provides information regarding Angi equity awards granted to our NEOs in 2025. The number of Angi equity awards in the table below reflects the Reverse Stock Split.

  30. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities of Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Jeffrey W. Kip | 5/29/2025(2) | 5/29/2025 | — | 500,000 | 15.69 | 4,995,000 | | Joseph Levin | 5/29/2025(3) | 5/29/2025 | — | 500,000 | 15.69 | 4,995,000 | | Andrew Russakoff | 5/6/2025(4) | 5/6/2025 | 20,000 | — | — | 225,000 | | | 9/17/2025(5) | 9/17/2025 | 55,834 | — | — | 989,378 | | Kris Boon | 3/4/2025(6) | 3/4/2025 | 5,381 | — | — | 86,634 | | | 5/6/2025(7) | 5/6/2025 | 67,500 | — | — | 759,375 | | | 9/17/2025(8) | 9/17/2025 | 72,500 | — | — | 1,284,700 | | Glenn Orchard | 9/17/2025(9) | 9/17/2025 | 35,666 | — | — | 632,002 |

  31. Grants of Plan-Based Awards in 2025

    (1) The amounts in this column represent: (i) in the case of Messrs. Kip and Levin, the grant date fair value of Angi stock option awards, (ii) in the case of Messrs. Russakoff, Boon and Orchard, the grant date fair value of RSU awards, and (iii) in the case of Mr. Boon’s March 2025 grant, the incremental fair value of the Boon Replacement RSUs, in each case calculated in accordance with FASB ASC Topic 718. For a discussion of the treatment of the Angi stock option awards granted to Messrs. Kip and Levin and the RSU awards granted to Messrs. Russakoff, Boon and Orchard described above in connection with certain terminations of employment or a change in control of Angi, see “Estimated Potential Payments Upon Termination or Change in Control.” (2) Represents a stock option award, which vests in four equal installments over four years on the anniversary of the grant date, subject to Mr. Kip’s continued service through the applicable vesting dates. (3) Represents a stock option award, which vests in four equal installments over four years on the anniversary of the grant date, subject to Mr. Levin’s continued service through the applicable vesting dates. (4) Represents RSUs scheduled to vest in two equal installments on each of March 1, 2026 and March 1, 2027, subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, the remaining installment of this RSU award was forfeited on that date. (5) Represents RSUs of which seven percent (7%), forty-three percent (43%) and forty-nine percent (49%) were scheduled to vest on March 1, 2027, 2028 and 2029, respectively, subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, this full RSU award was forfeited on that date. (6) Represents the Boon Replacement RSUs, which vested in full on March 1, 2026. (7) Represents RSUs that vest in three equal installments on each of March 1, 2026, 2027 and 2028, subject to Mr. Boon’s continued service through the applicable vesting dates. (8) Represents RSUs of which twenty-one percent (21%), twenty-one percent (21%) and fifty-nine percent (59%) vest on March 1, 2027, 2028 and 2029, respectively, such that the award will be fully vested on March 1, 2029, subject to Mr. Boon’s continued service through the applicable vesting dates. Represents RSUs of which sixteen percent (16%), sixteen percent (16%) and sixty-eight percent (68%) vest on March 1, 2027, 2028 and 2029, respectively, such that the award will be fully vested on March 1, 2029, subject to Mr. Orchard’s continued service through the applicable vesting dates.

  32. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below provides information regarding equity awards denominated in shares of Angi Class A common stock held by our NEOs as of December 31, 2025. The market value of RSUs set forth in the table below is based on the closing price of Angi Class A common stock on December 31, 2025 ($12.93). The number of equity awards in the table below reflects the Reverse Stock Split.

  33. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards(1)(2) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options: Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or units of stock that have not vested (#) | Market Value of Shares or Units of Stock that have not vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Jeffrey W. Kip | 5/29/2025(3) | — | 500,000 | 15.69 | 5/29/2035 | | | | | | | 4/5/2024(4) | | | | | | | 280,000 | 3,620,400 | | | 11/13/2023(5) | | | | | 110,000 | 1,422,300 | | | | Joseph Levin | 5/29/2025(6) | — | 500,000 | 15.69 | 5/29/2035 | | | | | | Andrew Russakoff | 9/17/2025(7) | | | | | 55,834 | 721,934 | | | | | 5/6/2025(8) | | | | | 20,000 | 258,600 | | | | | 3/1/2024(9) | | | | | 10,000 | 129,300 | | | | | 3/1/2023(10) | | | | | 20,000 | 258,600 | | | | Kris Boon | 9/17/2025(11) | | | | | 72,500 | 937,425 | | | | | 5/6/2025(12) | | | | | 67,500 | 872,775 | | | | | 3/4/2025(13) | | | | | 5,381 | 69,576 | | | | | 3/1/2024(14) | | | | | 15,000 | 193,950 | | | | Glenn Orchard | 9/17/2025(15) | | | | | 35,666 | 461,161 | | | | | 10/15/2024(16) | | | | | 30,000 | 387,900 | | | | | 3/26/2024(17) | | | | | 26,250 | 339,413 | | |

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) For a discussion of the treatment of the awards in connection with certain terminations of employment or a change in control of Angi, see “Estimated Potential Payments Upon Termination or Change in Control.” (2) Messrs. Levin and Russakoff also held vested IAC, Match Group and Vimeo stock options (collectively referred to as the “IAC-related Options”) in the 2025 fiscal year. All of the IAC-related Options vested prior to their tenure with Angi. As a result, no expense for these awards was, or will be, allocated to Angi. Following the Spin-Off, any value realized upon the exercise of IAC-related Options by Mr. Levin is treated for tax purposes as compensation payable by IAC, and Angi has no obligation to reimburse IAC for any costs associated with such exercises. Conversely, any value realized upon the exercise of IAC-related Options by Mr. Russakoff continued to be treated for tax purposes as compensation payable by Angi, and Angi reimbursed, or was reimbursed for, certain costs of such exercises in the 2025 fiscal year following the Spin-Off. Accordingly, information regarding exercises of IAC-related Options by Mr. Russakoff in the 2025 fiscal year is disclosed under the caption “2025 Option Exercises and Stock Vested.” As of December 31, 2025, Mr. Russakoff had no IAC-related Options outstanding. (3) Represents 500,000 shares subject to a stock option award, which vests in equal installments over four years on the anniversary of the grant date. Represents 280,000 PSUs (“Kip PSU Award”), the vesting of which is subject to continued service through the applicable vesting dates and the achievement of the following stock price goals on each vesting, with partial vesting upon certain terminations of employment: 70,000 PSUs shall vest upon the later to occur of: (i) the first anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $45.00 for a period of thirty (30) consecutive trading days; • 70,000 PSUs shall vest upon the later to occur of: (i) the second anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $60.00 for a period of thirty (30) consecutive trading days; • 70,000 PSUs shall vest upon the later to occur of: (i) the third anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $75.50 for a period of thirty (30) consecutive trading days; and • 70,000 PSUs shall vest upon the later to occur of: (i) the fourth anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $100.00 for a period of thirty (30) consecutive trading days. All unvested PSUs outstanding on April 5, 2034 will be forfeited and canceled in their entirety. (5) Represents 220,000 RSUs that vested or vests in equal installments over four years on the anniversary of the grant date. (6) Represents 500,000 shares subject to a stock option award, which vests in equal installments over four years on the anniversary of the grant date. (7) Represents 55,834 RSUs of which seven percent (7%), forty-three percent (43%) and forty-nine percent (49%) were scheduled to vest on March 1, 2027, 2028 and 2029, respectively, subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, these RSUs were forfeited on that date. (8) Represents 20,000 RSUs that vested or were scheduled to vest in two equal installments on each of March 1, 2026 and 2027, subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, the remaining installment of this RSU award was forfeited on that date. (9) Represents 100,000 RSUs that vested or were scheduled to vest in equal installments over four years on the anniversary of the grant date subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, the remaining two installments of this RSU award were forfeited on that date. (10) Represents 300,000 RSUs that vested or were scheduled to vest in equal installments over four years on the anniversary of the grant date, subject to Mr. Russakoff’s continued service through the applicable vesting dates. Because Mr. Russakoff resigned effective March 27, 2026, the remaining two installments of this RSU award were forfeited on that date. (11) Represents 72,500 RSUs of which twenty-one percent (21%), twenty-one percent (21%) and fifty-nine percent (59%) shall vest on March 1, 2027, 2028 and 2029, respectively, such that the award will be fully vested on March 1, 2029, subject to Mr. Boon’s continued service through the applicable vesting dates. (12) Represents 67,500 RSUs that vested or vest in three equal installments on each of March 1, 2026, 2027 and 2028, subject to Mr. Boon’s continued service through the applicable vesting dates. (13) Represents 5,381 Boon Replacement RSUs that vested in full on March 1, 2026. (14) Represents 15,000 RSUs that vested or vest in four equal installments on the anniversary of the grant date, subject to Mr. Boon’s continued service through the applicable vesting dates. (15) Represents 35,666 RSUs of which sixteen percent (16%), sixteen percent (16%) and sixty-eight percent (68%) vest on March 1, 2027, 2028 and 2029, respectively, such that the award will be fully vested on March 1, 2029, subject to Mr. Orchard’s continued service through the applicable vesting dates. (16) Represents 400,000 RSUs that vested or vest in equal installments over four years on the anniversary of the grant date, subject to Mr. Orchard’s continued service through the applicable vesting dates. Represents 350,000 RSUs that vested or vest in four equal annual installments on January 1, 2025, 2026, 2027 and 2028, subject to Mr. Orchard’s continued service through the applicable vesting dates.

  35. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table below provides information regarding the number of shares of Angi Class A common stock acquired by our NEOs upon the vesting of RSUs in 2025 and the related value realized, excluding the effect of any applicable taxes. The dollar value realized upon the vesting of RSUs represents the closing price of Angi Class A common stock on the vesting date, multiplied by the number of RSUs vesting on that date. None of our NEOs exercised any Angi stock options, stock appreciation rights and/or other similar Angi equity awards in 2025. The number of Angi stock awards in the table below reflects the Reverse Stock Split.

  36. 2025 Option Exercises and Stock Vested

    | | Angi Stock Awards | | | Name | Number of shares acquired upon vesting (#) | Value realized upon vesting ($) | | Jeffrey W. Kip | 55,000 | 614,900 | | Joseph Levin | — | — | | Andrew Russakoff(1) | 62,940 | 1,107,392 | | Kris Boon | 5,000 | 84,000 | | Glenn Orchard | 18,750 | 286,050 |

  37. 2025 Option Exercises and Stock Vested

    (1) Mr. Russakoff exercised IAC stock options in 2025. In connection with this exercise, he realized value in the amount of $296,081, which is equal to the difference between the exercise price of such stock options and the fair market value per share of IAC common stock at the time of exercise, multiplied by the number of stock options exercised. In addition, Mr. Russakoff exercised Vimeo stock options in 2025. In connection with this exercise, he realized value in the amount of $3,840, which is equal to the difference between the exercise price of such stock options and the fair market value per share of Vimeo common stock at the time of exercise, multiplied by the number of stock options exercised.

  38. Estimated Potential Payments Upon Termination or Change in Control

    Estimated Potential Payments Upon Termination or Change in Control Overview As described in detail below, certain of our employment agreements and equity award agreements, as well as the 2017 Stock Plan and certain other arrangements, entitle our NEOs (other than Mr. Levin) to severance payments and the acceleration of the vesting of certain Angi equity awards upon certain terminations of their employment with Angi (including during specified periods following a change in control of Angi) and certain other benefits. Certain amounts that would have been payable to Messrs. Kip, Russakoff, Boon and Orchard upon such events (as applicable), assuming the relevant event occurred on December 31, 2025, are described and quantified in the table below. These amounts, which exclude the effect of any applicable taxes, are based on the applicable NEO base salary as of December 31, 2025, the number of unvested Angi equity awards outstanding and held by the applicable NEO on December 31, 2025 and the closing price of Angi Class A common stock ($12.93) on December 31, 2025. Amounts and Benefits Payable Upon a Qualifying Termination The information below reflects employment arrangements in effect between Angi and its NEOs as of December 31, 2025. Upon a termination of employment without “cause” by Angi or a given NEO’s resignation for “good reason” (a “Qualifying Termination”) on December 31, 2025, each of Messrs. Kip, Russakoff, Boon and Orchard would have been entitled (subject to the execution and non-revocation of a release and compliance with customary post-termination restrictive covenants) to: receive annual base salary for twelve (12) months following such Qualifying Termination (the “Severance Period”), subject to offset for any amounts earned from other employment during the Severance Period; and • the partial vesting of outstanding and unvested Angi equity awards (including cliff vesting awards, which would have been subject to pro-ration as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the Severance Period; provided, however, that with respect to any awards subject to performance goals, the vesting of such awards in all events would have been subject to the satisfaction of the applicable performance goals. In the case of the Kip PSU Award, notwithstanding anything to the contrary in his employment agreement, upon a Qualifying Termination, any then unvested tranche of PSUs for which the continuous service requirement had been satisfied prior to the date of such Qualifying Termination (or would have been satisfied during the Severance Period) would remain outstanding and eligible to vest, subject to the satisfaction of the applicable stock price goals during the Severance Period. See “Compensation Discussion and Analysis and Certain Relationships — NEO Employment Arrangements” for discussion on the definitions of “cause” and “good reason.” Amounts and Benefits Payable Upon a Change in Control Except as described below, no payments would have been made to any of our NEOs pursuant to any agreement between any of them and Angi upon a change in control of Angi (as defined in the 2017 Stock Plan) on December 31, 2025. Upon a Qualifying Termination on December 31, 2025 that occurred during the two (2) year period following a change in control of Angi (as defined in the 2017 Stock Plan), all then outstanding and unvested Angi equity awards held by our NEOs (other than the Kip PSU Award) would have vested. In the case of the Kip PSU Award, upon a change in control of Angi, assuming the satisfaction of the applicable stock price goals at any time during the three (3) month period prior to such change in control (and without regard to the satisfaction of the continuous service requirement), any then unvested tranche of PSUs would have vested. Amounts and Benefits Payable to NEOs Upon a Qualifying Termination or a Qualifying Termination Following a Change in Control The following table sets forth quantitative information with respect to potential payments to be made to each of the NEOs upon termination in various circumstances, assuming termination on December 31, 2025. Mr. Russakoff is included in the table below since he was still employed at December 31, 2025, however as discussed above, Mr. Russakoff did not receive any severance benefits or accelerated equity awards upon his voluntary resignation on March 27, 2026.

  39. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefit | Qualifying Termination | Qualifying Termination During the Two-Year Period Following a Change in Control | | Jeffrey W. Kip | | | | Severance payments | $650,000 | $650,000 | | Market value of RSUs that would vest(1) | $1,616,250 | $1,422,300 | | Market value of options that would vest(2) | — | — | | Market value of Kip PSU Award that would vest(3) | — | — | | Total estimated incremental value | $2,266,250 | $2,072,300 |

  40. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefit | Qualifying Termination | Qualifying Termination During the Two-Year Period Following a Change in Control | | Joseph Levin | | | | Severance payments | — | — | | Market value of options that would vest(2) | — | — | | Total estimated incremental value | — | — | | Andrew Russakoff | | | | Severance payments | $425,000 | $425,000 | | Market value of RSUs that would vest(1) | $301,709 | $1,368,434 | | Total estimated incremental value | $726,709 | $1,793,434 | | Kris Boon | | | | Severance payments(4) | $499,932 | $499,932 | | Market value of RSUs that would vest(1) | $425,151 | $2,073,726 | | Total estimated incremental value | $925,083 | $2,573,658 | | Glenn Orchard | | | | Severance payments(5) | $472,189 | $472,189 | | Market value of RSUs that would vest(1) | $242,438 | $1,188,474 | | Total estimated incremental value | $714,627 | $1,660,663 |

  41. Estimated Potential Payments Upon Termination or Change in Control

    Represents the closing price of Angi Class A common stock ($12.93) on December 31, 2025, multiplied by the applicable number of RSUs that would have vested upon the occurrence of the relevant event specified above. (2) While certain stock options would vest in connection with the applicable event, all outstanding stock options had an exercise price below the closing price of Angi Class A common stock ($12.93) on December 31, 2025, and therefore an acceleration of vesting would not have had any value on such date. (3) For the purpose of this table, none of the stock price goals of the Kip PSU Awards at any time during the three-month period prior to change in control were met, and accordingly, none of the Kip PSU Awards would have vested on December 31, 2025. (4) Reflects amounts to be paid in euro and translated into U.S. dollars utilizing the exchange rate on December 31, 2025 of 1.17631 for comparison purposes only. Reflects amounts to be paid in GBP and translated into U.S. dollars utilizing the exchange rate on December 31, 2025 of 1.34911 for comparison purposes only.

  42. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing certain disclosure regarding executive compensation for our current and former Chief Executive Officers (each, a “CEO”) and other NEOs as a group (collectively, the “non-CEO NEOs”) on an average basis, as well as certain performance measures, for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. Amounts for Compensation Actually Paid in the tables below have been calculated in accordance with Item 402(v) and do not represent amounts actually earned by or paid to our current and former CEOs and non-CEO NEOs for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. A substantial portion of the amounts reported in the Compensation Actually Paid columns in the tables below relates to changes in the fair value of unvested Angi equity awards over the course of the relevant fiscal year and fiscal year over fiscal year. The fair value of such awards changes as the market price of Angi Class A common stock changes, and the vesting of such awards is subject to continued service through the applicable vesting dates (and in the case of certain awards, the satisfaction of certain performance conditions). The valuation assumptions and methodologies, as applicable, used to calculate the fair value of Angi equity awards as of the end of each fiscal year did not materially differ from those used to calculate the value of such awards as of the applicable grant date. The fair value of outstanding Angi equity awards at vesting is calculated by multiplying the closing price of Angi Class A common stock on the vesting date by the number of awards so vesting.

  43. Pay Versus Performance Table

    Pay Versus Performance Table

  44. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First CEO(1) ($) | Compensation Actually Paid to First CEO(2) ($) | Summary Compensation Table Total for Second CEO(1) ($) | Compensation Actually Paid to Second CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Value of Initial Fixed $100 Investment based on: | | GAAP Net Earnings (Loss)(6) | | | | | | | | | Company TSR(5) ($) | Peer Group TSR(5) ($) | | | 2025 | 5,655,000 | 2,640,549 | — | — | 2,970,292 | 2,413,612 | 9.80 | 263.67 | 43,832,000 | | 2024 | 614,583 | 614,583 | 6,935,155 | 3,454,736 | 2,251,416 | 1,273,433 | 19.60 | 307.93 | 36,004,000 | | 2023 | 2,103,000 | 2,103,000 | — | — | 3,872,278 | 4,121,707 | 29.40 | 222.87 | (40,940,000) | | 2022 | 450,472 | 450,472 | 4,757,096 | (24,589,004) | 3,325,411 | (698,811) | 27.74 | 133.55 | (128,450,000) | | 2021 | 145,647 | (37,072,235) | 42,359,288 | 18,303,213 | 6,042,094 | 3,143,274 | 108.74 | 204.24 | (71,378,000) |

  45. Pay Versus Performance Table

    (1) Our first (and only) CEO for 2025 is Mr. Kip. Our first CEO for 2024 is Mr. Levin, who served as our Chief Executive Officer from October 10, 2022 through April 4, 2024. Our second CEO for 2024 is Mr. Kip, who has served as our Chief Executive Officer from and after April 5, 2024. Our first (and only) CEO for 2023 is Mr. Levin. Our first CEO for 2022 is Mr. Levin, who served as our Chief Executive Officer from October 10, 2022 through April 4, 2024. Our second CEO for 2022 and 2021 is Mr. Hanrahan, who served as our Chief Executive Officer from February 24, 2021 through October 9, 2022. Our first CEO for 2021 is William B. Ridenour, who served as our Chief Executive Officer from November 8, 2018 to February 23, 2021. In accordance with Item 402(v), the following adjustments were made to the amounts reported for 2025 in the Total column of the Summary Compensation Table to arrive at “compensation actually paid” (“CAP”):

  46. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First CEO ($) | Minus Reported Value of Equity Awards for First CEO ($) | (Minus) Plus Equity Award Adjustments for First CEO ($) | Compensation Actually Paid to First CEO ($) | Summary Compensation Table Total for Second CEO ($) | Minus Reported Value of Equity Awards for Second CEO ($) | (Minus) Plus Equity Award Adjustments for Second CEO ($) | Compensation Actually Paid to Second CEO ($) | | 2025 | 5,655,000 | (4,995,000) | 1,980,549 | 2,640,549 | — | — | — | — |

  47. Pay Versus Performance Table

    The adjustments Mr. Kip’s equity awards for 2025 pursuant to Item 402(v) were as follows:

  48. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Total Equity Award Adjustments ($) | | 2025 | 3,884,200 | (1,605,551) | (298,100) | — | 1,980,549 |

  49. Pay Versus Performance Table

    (3) The names of each current and former non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2025, Messrs. Levin, Russakoff, Boon and Orchard, (ii) for 2024, Messrs. Russakoff, Orchard and Shanmugasundaram and Ms. Carson, (iii) for 2023, Messrs. Russakoff, Kip and Shanmugasundaram and David Fleischman, (iv) for 2022, Messrs. Russakoff, Kip and Shanmugasundaram, Jeff Pedersen, Umang Dua and Ms. Shaw, and (v) for 2021, Messrs. Pedersen, Dua and Shanmugasundaram, Dhanusha Sivajee and Glenn H. Schiffman. (4) The dollar amounts reported in the Average Compensation Actually Paid to Non-CEO NEOs column in the table above represent the average amount of CAP to our non-CEO NEOs as a group, calculated in accordance with Item 402(v) for each fiscal year shown in the table above. In accordance with Item 402(v), the following adjustments were made to the average amount of total compensation reported for our non-CEO NEOs as a group for 2025 in the Total column of the Summary Compensation Table to arrive at CAP:

  50. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | (Minus) Plus Average Reported Value of Equity Awards ($) | Plus (Minus) Average Equity Award Adjustments(x) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | 2,970,292 | (2,243,022) | 1,686,342 | 2,413,612 |

  51. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K of the Securities Act of 1933, as amended, we are disclosing the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Mr. Kip, for 2025 (the “2025 Pay Ratio”). For the fiscal year ended December 31, 2025: (i) the estimated median of the annual total compensation of all Angi employees (other than Mr. Kip) was approximately $75,514, (ii) Mr. Kip’s total annual compensation was approximately $5,655,000 and (iii) the ratio of annual total compensation of Mr. Kip to the median of the annual total compensation of our other employees was approximately 75 to one. We selected October 1, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee.” We also used October 1 as our measuring date in 2024. In making the determination of the median employee above, we first identified our total number of employees as of October 1, 2025 (3,340 in total, 2,838 of which were located in the United States and 502 of which were collectively located in various jurisdictions outside of the United States). To identify the median employee above from this employee population, we then compared the amount of annual total compensation paid to these employees in 2025 in a consistent manner across the applicable employee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and reported to the Internal Revenue Service in the United States (and equivalent amounts paid to such employees located outside of the United States and reported to the relevant tax authorities). We then annualized the compensation of employees who were hired in 2025 but did not work for us for the entire year. After we identified the median employee, we determined such employee’s total annual compensation in the same manner as we determined the total annual compensation for our NEOs as disclosed in the Summary Compensation Table. The 2025 Pay Ratio set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparable to our 2025 Pay Ratio.

  52. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Director Compensation Arrangements. The Nominating and Corporate Governance Committee has (and prior to the Spin-Off, the Board had) primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Angi Class A common stock to further align the interests of our non-employee directors with those of our stockholders. For purposes of these arrangements, non-employee directors are those directors who: (i) are not employed by (or otherwise providing services to) Angi, (ii) were not employed by (or otherwise providing services to) Angi during the last three (3) years and (iii) were not employed by (or otherwise providing services to) IAC during the three (3) year period prior to the completion of the Spin-Off. Due to their status as employees, none of Messrs. Kip and Levin and Ms. Hicks Bowman receive any non-employee director compensation. Arrangements in effect during 2025 provided that: • non-employee directors receive an annual retainer in the amount of $50,000; • members of the Audit Committee, Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000, $5,000 and $5,000, respectively; and • the Chairpersons of each of the Audit Committee and Compensation and Human Capital Committee receive an additional annual retainer in the amount of $20,000, and the Chairperson of the Nominating and Corporate Governance Committee receives an additional annual retainer in the amount of $15,000. Additionally, each of Mr. Evans and Mr. Pickett was paid a one-time fee in the amount of $20,000 for serving on a special committee established in connection with the Spin-Off. All retainers are paid quarterly, in arrears. In addition, these arrangements also provided that non-employee directors receive a grant of RSUs with a dollar value of $250,000 upon initial election to the Board and annually thereafter on the date of the Company’s annual meeting of stockholders, the terms of which provide for: (i) vesting in equal installments over three years on the anniversary of the grant date, (ii) forfeiture and cancellation of unvested RSUs in their entirety upon termination of service with Angi and its subsidiaries and (iii) full acceleration of the vesting of unvested RSUs upon a change in control of Angi. Directors may elect to defer the vesting and settlement of their RSU awards by providing prior written notice to Angi. Angi also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Board and committee meetings. 2025 Non-Employee Director Compensation. The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 2025 and (ii) the grant date fair value of RSU awards granted in 2025.

  53. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Sandra Buchanan | 55,000 | 249,992 | 304,992 | | Thomas R. Evans | 105,000 | 249,992 | 354,992 | | Alesia J. Haas(4) | 81,747 | 249,992 | 331,739 | | Jeremy G. Philips | 60,000 | 249,992 | 309,992 | | Tom Pickett | 73,750 | 249,992 | 323,742 | | Glenn H. Schiffman | 65,000 | 249,992 | 314,992 | | Suzy Welch | 55,000 | 249,992 | 304,992 |

  54. DIRECTOR COMPENSATION

    The differences in the amounts shown above among non-employee directors reflect committee service (or lack thereof), which varies among directors. (2) Represents the grant date fair value of RSU awards, calculated by multiplying the number of RSUs granted by the closing price per share of Angi Class A common stock on the grant date. (3) At December 31, 2025: (i) Mr. Evans held a total of 1,344 vested Angi stock options and 44,334 unvested RSUs, (ii) Mses. Buchanan and Haas, Dr. Welch and Messrs. Philips, Pickett and Schiffman held a total of 26,634, 39,789, 14,428, 14,424, 15,424 and 24,132 unvested RSUs, respectively. Ms. Haas was a member of the Compensation Committee until May 2025.