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GENERAL
Management Overview
Angi Inc. (with its subsidiaries, “Angi,” the “Company,” “we,” “our,” or “us”) connects quality home professionals (“Pros”) with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. There were approximately 106,000 Average Monthly Active Pros (as defined below) in the U.S. during the three months ended June 30, 2026. Additionally, consumers turned to at least one of our businesses to find a Pro for approximately 15 million projects during the twelve months ended June 30, 2026.
In the United States, the Company provides Pros the capability to engage with potential customers, including quoting and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened, and customer-rated Pros nationwide for home repair, maintenance, and improvement projects. Consumers can also request household services directly through the Angi platform, and such requests are fulfilled by independently established Pros engaged in a trade, occupation, and/or business that customarily provides such services. Matching service, booking of pre-priced services, and related tools and directories are provided to consumers free of charge upon registration. The Company also owns marketplaces in Austria, Canada, France, Germany, Italy, the Netherlands, and the UK, which provide Pros the ability to engage with potential customers and consumers the ability to engage with the Pros they need.
For a more detailed description of the Company’s operating businesses, see “Description of Our Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Distribution
On March 31, 2025, People Incorporated, formerly known as IAC Inc. (“IAC”), completed the spin-off of its ownership in the Company through a special dividend of the common stock of the Company owned by IAC to the holders of IAC common stock and IAC Class B common stock (the “Distribution”). Prior to the effective time of the Distribution, IAC voluntarily converted all of the shares of our Class B Common Stock that it owned to shares of Class A Common Stock. As a result of this conversion, there are no longer any shares of our Class B Common Stock outstanding. After completion of the Distribution, IAC has no ownership in the Company, there are no shares of Class B Common Stock outstanding, and the only class of Angi capital stock with shares outstanding is Class A Common Stock.
Defined Terms and Operating Metrics:
Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report on Form 10-Q (this “Quarterly Report”), which include the principal operating metrics we use in managing our business, are defined below:
•Service Requests – requests for connections with Pros in the period, which include pre-priced offerings and indications of interest expressed on a Pro profile.
•Leads – connections between consumers and Pros resulting from a Service Request in the period, including the completion of a job related to a pre-priced offering; a single Service Request can result in multiple Leads.
•Proprietary – refers to sources of Service Requests in which consumers go through an Angi proprietary user experience or a retail partner experience.
•Network – refers to sources of Service Requests in which consumers are presented with Angi Pros through a third party website experience.
•U.S. Revenue – comprised of revenue generated within the U.S. segment, including Lead revenue for consumer matches, revenue from Pros under contract for advertising, membership subscription revenue from Pros and consumers, and revenue from pre-priced offerings by which the consumer requests services through a Company platform and the Company connects them with a Pro to perform the service.
•International Revenue – comprised of revenue generated within the International segment (consisting of businesses
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in Europe and Canada), including Lead revenue for consumer matches and membership subscription revenue from Pros.
•Proprietary Revenue – the portion of U.S. Revenue allocated to Proprietary channels, calculated based on the proportionate share of Leads originating from Proprietary channels in the period.
•Network Revenue – the portion of U.S. Revenue allocated to Network channels, calculated based on the proportionate share of Leads originating from Network channels in the period.
•Acquired Pros – new Pros onboarded onto the Angi platform and eligible to receive Leads in the period.
•Average Monthly Active Pros – the average number of Pros per month that (i) received Leads, (ii) were presented on a Service Request where they agreed to receive a Lead if selected, (iii) requested to be connected to a consumer on a Service Request, or (iv) accepted an offer to complete a pre-priced Service Request.
•ANGI Group Senior Notes – on August 20, 2020, ANGI Group, LLC (“ANGI Group”), a direct wholly-owned subsidiary of the Company, issued $500.0 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year. At June 30, 2026, $400.0 million of the 3.875% Senior Notes remain outstanding.
•Revolving Facility – a senior secured revolving facility of ANGI Group in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million.
Components of Results of Operations
Cost of Revenue and Gross Profit
•Cost of revenue – excludes depreciation, consists primarily of (i) credit card processing fees, (ii) hosting fees, (iii) payments made to independent third-party Pros who perform work, and (iv) sales tax.
•Gross profit – revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue.
Operating Costs and Expenses:
•Selling and marketing expense – consists primarily of (i) advertising expenditures, which include marketing fees to promote the brand to consumers and Pros with (a) online marketing, including fees paid to search engines and other online marketing platforms, partners who direct traffic to our brands, and app platforms, and (b) offline marketing, which is primarily television and radio advertising, (ii) compensation expense (including stock-based compensation expense) and other employee-related costs for our sales and marketing personnel, (iii) service guarantee expense, (iv) software license and maintenance costs, and (v) outsourced personnel costs.
•General and administrative expense – consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources, and customer service functions, (ii) provision for credit losses, (iii) software license and maintenance costs, (iv) outsourced personnel costs for personnel engaged in assisting in customer service functions, (v) fees for professional services, and (vi) rent expense and facilities costs (including impairments of right-of-use assets). Our customer service function includes personnel who provide support to our Pros and consumers.
•Product development expense – consists primarily of (i) compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology, (ii) software license and maintenance costs, and (iii) outsourced personnel costs for personnel engaged in product development.
•Restructuring – consists primarily of charges associated with a formal restructuring plan that are related to workforce reductions.
•Goodwill impairment – consists of non-cash charges recorded when the estimated fair value of a reporting unit is less than the carrying value of its net assets, including goodwill.
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•Impairment of intangibles – consists of the impairment charges related to indefinite-lived intangible assets, in each case acquired through business combinations, recorded when the carrying value of the indefinite-lived intangible asset exceeds its estimated fair value, and in each case are not indicative of ongoing operating performance.
Non-GAAP financial measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is a non-GAAP financial measure. See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
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Results of Operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
The following discussion should be read in conjunction with “Item 1—Consolidated Financial Statements.” Included below are year-over-year comparisons between the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025.
Revenue
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
U.S.
Lead revenue $ 196,293 $ 154,207 $ 42,086 27% $ 380,725 $ 269,596 $ 111,129 41%
Advertising revenue — 64,247 (64,247) NM (46) 135,893 (135,939) NM
Services revenue 13,347 19,302 (5,955) (31)% 26,129 36,213 (10,084) (28)%
Membership subscription revenue 5,683 7,712 (2,029) (26)% 10,985 16,274 (5,289) (32)%
Other revenue 52 63 (11) (17)% 80 110 (30) (27)%
Total U.S. Revenue 215,375 245,531 (30,156) (12)% 417,873 458,086 (40,213) (9)%
International Revenue 32,628 32,690 (62) —% 68,280 66,048 2,232 3%
Total revenue $ 248,003 $ 278,221 $ (30,218) (11)% $ 486,153 $ 524,134 $ (37,981) (7)%
Percentage of Total Revenue:
U.S. 87 % 88 % 86 % 87 %
International 13 % 12 % 14 % 13 %
Total revenue 100 % 100 % 100 % 100 %
U.S. Revenue by Source:
Proprietary Revenue $ 198,146 $ 219,248 $ (21,102) (10)% $ 383,501 $ 392,599 $ (9,098) (2)%
Network Revenue $ 17,229 $ 26,283 $ (9,054) (34)% $ 34,372 $ 65,487 $ (31,115) (48)%
Total U.S. Revenue $ 215,375 $ 245,531 $ (30,156) (12)% $ 417,873 $ 458,086 $ (40,213) (9)%
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change % Change 2026 2025 Change % Change
(In thousands, rounding differences may occur)
U.S. Operating metrics:
Service Requests
Proprietary 4,037 4,118 (81) (2)% 7,291 6,891 400 6%
Network 274 444 (170) (38)% 541 1,032 (491) (48)%
Total 4,311 4,562 (251) (6)% 7,832 7,923 (91) (1)%
Leads
Proprietary 4,451 4,980 (529) (11)% 8,499 8,570 (71) (1)%
Network 387 597 (210) (35)% 761 1,409 (648) (46)%
Total 4,838 5,577 (739) (13)% 9,261 9,979 (718) (7)%
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change % Change 2026 2025 $ Change % Change
(In thousands)
U.S. Pro metrics:
Acquired Pros 27 24 3 13% 50 47 3 6%
Average Monthly Active Pros 106 126 (21) (17)% 105 130 (25) (19)%
__________________
NM = Not meaningful
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For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
U.S. Revenue decreased by $30.2 million, or 12%, due primarily to macroeconomic conditions causing a reduction in Pro spend and utilization of available Pro capacity with a corresponding 10% decrease in Proprietary Revenue, reflecting a shift in homeowner demand toward lower-consideration categories, and a 34% decrease in Network Revenue, reflecting the continued shift in consumer traffic following the homeowner choice transition implemented in January 2025.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
U.S. Revenue decreased by $40.2 million, or 9%, due primarily to a 48% decrease in Network Revenue, reflecting the continued shift in consumer traffic following the homeowner choice transition implemented in January 2025, and a 2% decrease in Proprietary Revenue, reflecting a shift in homeowner demand toward lower-consideration categories amid unstable macroeconomic conditions and a corresponding reduction in Pro spend and utilization of available Pro capacity.
International Revenue increased by $2.2 million, or 3%, driven primarily by stronger Euro and British Pound foreign exchange rates relative to the U.S. Dollar.
Cost of revenue
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below) $ 11,669 $ 13,142 $ (1,473) (11)% $ 21,362 $ 26,157 $ (4,795) (18)%
As a percentage of revenue 5% 5% 4% 5%
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
U.S. cost of revenue decreased $2.2 million, or 18%, and remained constant as a percentage of revenue, due primarily to decreases of $1.1 million in sales tax expense, $0.4 million in credit card processing fees, and $0.2 million in hosting fees.
International cost of revenue increased $0.8 million, or 96%, and increased as a percentage of revenue by 2%, due primarily to an increase of $0.6 million in hosting fees.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
U.S. cost of revenue decreased $6.0 million, or 25%, and decreased as a percentage of revenue by 1%, due primarily to decreases of $2.5 million in sales tax expense and $1.8 million in hosting fees.
International cost of revenue increased $1.2 million, or 67%, and increased as a percentage of revenue by 2%, due primarily to an increase of $1.1 million in hosting fees.
Gross profit
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Revenue $ 248,003 $ 278,221 $ (30,218) (11)% $ 486,153 $ 524,134 $ (37,981) (7)%
Cost of revenue (exclusive of depreciation shown separately below) 11,669 13,142 (1,473) (11)% 21,362 26,157 (4,795) (18)%
Gross profit $ 236,334 $ 265,079 $ (28,745) (11)% $ 464,791 $ 497,977 $ (33,186) (7)%
Gross margin 95% 95% —% 96% 95% 1%
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
Gross profit decreased $28.7 million, or 11%, due primarily to the decrease in revenue partially offset by the decrease in cost of revenue as described above.
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For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
Gross profit decreased $33.2 million, or 7%, due primarily to the decrease in revenue partially offset by the decrease in cost of revenue as described above.
Selling and marketing expense
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Selling and marketing expense $ 142,256 $ 139,453 $ 2,803 2% $ 282,189 $ 257,994 $ 24,195 9%
As a percentage of revenue 57% 50% 58% 49%
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
U.S. selling and marketing expense decreased $1.7 million, or 1%, due primarily to decreases in compensation expense of $4.1 million and service guarantee expense of $1.4 million, partially offset by an increase in advertising expense of $4.2 million. The decrease in compensation expense reflects headcount reductions, and the decrease in service guarantee expense reflects lower revenue from guaranteed service jobs. The increase in advertising expense reflects higher investment in television and online advertising to drive the service request volume of the Proprietary channel compared to that of the Network channel.
International selling and marketing expense increased $4.5 million, or 52%, due primarily to an increase in advertising expense of $2.3 million. The increase in advertising expense is due to higher television advertising spend.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
U.S. selling and marketing expense increased $14.4 million, or 6%, due primarily to an increase in advertising expense of $34.6 million, partially offset by decreases in compensation expense of $16.4 million, service guarantee expense of $2.9 million, and software maintenance costs of $0.6 million. The increase in advertising expense reflects higher investment in television and online advertising to drive Proprietary channel service request volume compared to the Network channel. The decrease in compensation expense reflects headcount reductions, the decrease in service guarantee expense reflects lower revenue from guaranteed service jobs, and the decrease in software maintenance costs reflects the rationalization of software vendor contracts following the restructuring announced in January 2026.
International selling and marketing expense increased $9.8 million, or 53%, due primarily to an increase in advertising expense of $6.8 million. The increase in advertising expense is due to higher television advertising spend.
General and administrative expense
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
General and administrative expense $ 59,885 $ 74,081 $ (14,196) (19)% $ 117,816 $ 131,400 $ (13,584) (10)%
As a percentage of revenue 24% 27% 24% 25%
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
U.S. general and administrative expense decreased $13.0 million, or 21%, due primarily to decreases in compensation expense of $9.3 million, provision for credit losses of $1.3 million, and third-party wages of $1.1 million. The decrease in compensation expense primarily reflects headcount reductions. The decrease in the provision for credit losses was primarily due to lower revenue and improved collection rates. The decrease in third-party wages was primarily due to reduced costs related to customer support services.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
U.S. general and administrative expense decreased $12.4 million, or 11%, due primarily to decreases in compensation expense of $3.9 million, provision for credit losses of $2.8 million, and third-party wages of $2.3 million. The decrease in compensation expense primarily reflects headcount reductions. The decrease in the provision for credit losses was primarily due
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to lower revenue and improved collection rates. The decrease in third-party wages was primarily due to reduced costs related to customer support services.
Product development expense
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Product development expense $ 10,901 $ 23,594 $ (12,693) (54)% $ 21,341 $ 50,681 $ (29,340) (58)%
As a percentage of revenue 4% 8% 4% 10%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Product development expense decreased $12.7 million, or 54%, and decreased $29.3 million, or 58%, for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025. The decrease is due primarily to the reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth. Refer to “Note 3—Restructuring” for a summary of the activities related to restructuring for the three and six months ended June 30, 2026.
Depreciation
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Depreciation $ 21,039 $ 10,278 $ 10,761 105% $ 35,733 $ 20,226 $ 15,507 77%
As a percentage of revenue 8% 4% 7% 4%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Depreciation increased $10.8 million, or 105%, and increased $15.5 million, or 77% for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025. This increase is due to the increase in the Company’s capitalized software spend over the prior year and accelerated depreciation recognized on certain capitalized software assets as a result of the planned deprecation of our legacy technology platform.
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Restructuring
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Restructuring $ 774 $ — $ 774 NM $ 15,697 $ — $ 15,697 NM
As a percentage of revenue —% —% 3% —%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Restructuring increased $0.8 million and $15.7 million, for the three and six months ended June 30, 2026, respectively, due to a reduction of the Company’s global workforce by approximately 350 employees in order to reduce operating expenses and optimize the organizational structure in support of long-term growth. Refer to “Note 3—Restructuring” for a summary of the activities related to restructuring for the three and six months ended June 30, 2026.
Goodwill impairment
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Goodwill impairment $ 225,628 $ — $ 225,628 NM $ 225,628 $ — $ 225,628 NM
As a percentage of revenue 91% —% 46% —%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
The Company recorded an impairment charge during the three months ended June 30, 2026 related to goodwill at the U.S. reporting unit. Refer to “Note 1—The Company and Summary of Significant Accounting Policies” for more information.
Impairment of Intangibles
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Impairment of intangibles $ 9,600 $ — $ 9,600 NM $ 9,600 $ — $ 9,600 NM
As a percentage of revenue 4% —% 2% —%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
The Company recorded an impairment charge during the three months ended June 30, 2026 related to indefinite-lived trade names at the U.S. reporting unit. Refer to “Note 1—The Company and Summary of Significant Accounting Policies” for more information.
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Operating income
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
U.S. $ (239,012) $ 12,706 $ (251,718) NM $ (250,239) $ 26,663 $ (276,902) NM
International 5,263 4,967 296 6% 7,026 11,013 (3,987) (36)%
Total $ (233,749) $ 17,673 $ (251,422) NM $ (243,213) $ 37,676 $ (280,889) NM
As a percentage of revenue (94)% 6% (50)% 7%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Operating income decreased for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, respectively, due primarily to the factors described above in the cost of revenue, selling and marketing, general and administrative, product development, depreciation, restructuring, goodwill impairment and impairment of intangibles expense discussions.
Adjusted EBITDA
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
U.S. $ 21,477 $ 27,581 $ (6,104) (22)% $ 36,593 $ 49,147 $ (12,554) (26)%
International 6,771 5,424 1,347 25% 14,560 11,522 3,038 26%
Total $ 28,248 $ 33,005 $ (4,757) (14)% $ 51,153 $ 60,669 $ (9,516) (16)%
As a percentage of revenue 11% 12% 11% 12%
See “Principles of Financial Reporting” for the definition of Adjusted EBITDA and required non-GAAP reconciliations.
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
U.S. Adjusted EBITDA decreased $6.1 million, or 22%, to $21.5 million, and decreased as a percentage of revenue. The decrease was primarily driven by a decrease of revenue of $30.2 million and an increase in advertising spend. This was partially offset by lower general and administrative expense and product development expense due to the reduction of the Company’s global workforce.
International Adjusted EBITDA increased $1.3 million, or 25%, to $6.8 million, and increased as a percentage of revenue. The increase was primarily driven by an increase in revenue and decrease in product development expense due to the reduction of the Company’s global workforce, partially offset by higher selling and marketing expense due to an increase in advertising expense.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
U.S. Adjusted EBITDA decreased $12.6 million, or 26%, to $36.6 million, and decreased as a percentage of revenue. The decrease was primarily driven by an increase in advertising spend as the Company prioritized investment in Proprietary channels, along with a decline in legacy Network Revenue. These factors were partially offset by lower product development expense resulting from the reduction of the Company’s global workforce.
International Adjusted EBITDA increased $3.0 million, or 26%, to $14.6 million, and increased as a percentage of revenue. The increase was primarily driven by an increase in revenue and lower product development expense due to the reduction of the Company’s global workforce, partially offset by higher selling and marketing expense due to an increase in advertising expense.
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Interest expense
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(In thousands)
Interest expense $ (4,807) $ (5,051) $ (244) (5)% $ (10,137) $ (10,095) $ 42 —%
Interest expense relates to interest on the ANGI Group Senior Notes.
For a detailed description of long-term debt, net, see “Note 5—Long-term Debt” to the financial statements included in “Item 1—Consolidated Financial Statements.”
Other income, net
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(In thousands)
Other income, net $ 6,971 $ 4,819 $ 2,152 45% $ 12,070 $ 9,647 $ 2,423 25%
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
Other income, net, increased for the three and six months ended June 30, 2026 by $2.2 million and $2.4 million, or 45% and 25%, respectively. The increase for the three months ended June 30, 2026 was primarily driven by a $5.6 million gain on extinguishment of debt, partially offset by a decrease of $2.2 million in interest income and a increase of $1.3 million in foreign exchange losses. The increase for the six months ended June 30, 2026 was driven by a $8.4 million gain on extinguishment of debt, partially offset by a decrease of $4.0 million in interest income and a increase of $1.9 million in foreign exchange losses.
Income tax provision
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
(Dollars in thousands)
Income tax benefit (provision) $ 918 $ (6,544) $ 7,462 NM $ 1,635 $ (11,225) $ 12,860 NM
Effective income tax rate —% 38% 1% 30%
For further details of income tax matters, see “Note 8—Income Taxes” to the financial statements included in “Item 1. Consolidated Financial Statements.”
For the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025
For the three and six months ended June 30, 2026, the Company recorded an income tax benefit of $0.9 million and $1.6 million, respectively. The effective income tax rate is lower than the statutory rate of 21% primarily due to the impact of a goodwill impairment charge, which is primarily permanently non-deductible for income tax purposes, for which no corresponding tax benefit was recorded.
For the three months ended June 30, 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to foreign income taxed at different rates and state taxes, partially offset by research credits. For the six months ended June 30, 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to foreign income taxed at different rates, tax shortfalls generated by the vesting of stock-based awards and state taxes, partially offset by research credits.
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PRINCIPLES OF FINANCIAL REPORTING
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is considered a primary segment measure of profitability and one of the metrics by which we evaluate the performance of our businesses, and on which our internal budgets are based, and may also impact management compensation. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; and (4) restructuring. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between its performance and that of its competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure
Stock-based compensation expense consists of expense associated with the grants, including unvested grants assumed in acquisitions, of stock appreciation rights, restricted stock units (“RSUs”), stock options, performance-based RSUs (“PSUs”), and market-based awards. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base; we also include the related shares in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. PSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). The Company is currently settling all stock-based awards on a net basis and remits the required tax-withholding amounts from its current funds.
Depreciation is a non-cash expense relating to our capitalized software, leasehold improvements, and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as professional relationships, technology, and trade names, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairments of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Restructuring are costs associated with a formal restructuring plan that are primarily related to workforce reductions. The Company excludes these expenses because they are not reflective of ordinary course ongoing business and operating results.
The following tables reconcile net earnings (loss) attributable to Angi shareholders to Adjusted EBITDA for the Company's reportable segments:
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Three Months Ended June 30, 2026
Operating Income (Loss) Stock-Based Compensation Expense Depreciation Restructuring Goodwill Impairment Impairment of Intangibles Adjusted EBITDA
(In thousands)
U.S. $ (239,012) $ 4,246 $ 20,122 $ 893 $ 225,628 $ 9,600 $ 21,477
International 5,263 710 917 (119) — — 6,771
Total $ (233,749) $ 4,956 $ 21,039 $ 774 $ 225,628 $ 9,600 $ 28,248
Interest expense (4,807)
Other income, net 6,971
Earnings before income taxes (231,585)
Income tax benefit 918
Net loss attributable to Angi Inc. shareholders $ (230,667)
Three Months Ended June 30, 2025
Operating Income Stock-Based Compensation Expense Depreciation Restructuring Goodwill Impairment Impairment of Intangibles Adjusted EBITDA
(In thousands)
U.S. $ 12,706 $ 4,648 $ 10,227 $ — $ — $ — $ 27,581
International 4,967 406 51 — — — 5,424
Total $ 17,673 $ 5,054 $ 10,278 $ — $ — $ — $ 33,005
Interest expense (5,051)
Other income, net 4,819
Earnings before income taxes 17,441
Income tax provision (6,544)
Net earnings attributable to Angi Inc. shareholders $ 10,897
Six Months Ended June 30, 2026
Operating Income (Loss) Stock-Based Compensation Expense Depreciation Restructuring Goodwill Impairment Impairment of Intangibles Adjusted EBITDA
(In thousands)
U.S. (250,239) $ 6,454 $ 34,434 $ 10,716 $ 225,628 $ 9,600 $ 36,593
International 7,026 1,254 1,299 4,981 — — 14,560
Total (243,213) $ 7,708 $ 35,733 $ 15,697 $ 225,628 $ 9,600 $ 51,153
Interest expense (10,137)
Other income, net 12,070
Earnings before income taxes (241,280)
Income tax benefit 1,635
Net loss attributable to Angi Inc. shareholders $ (239,645)
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Six Months Ended June 30, 2025
Operating Income Stock-Based Compensation Expense Depreciation Restructuring Goodwill Impairment Impairment of Intangibles Adjusted EBITDA
(In thousands)
U.S. $ 26,663 $ 2,353 $ 20,131 $ — $ — $ — $ 49,147
International 11,013 414 95 — — — 11,522
Total $ 37,676 $ 2,767 $ 20,226 $ — $ — $ — $ 60,669
Interest expense (10,095)
Other income, net 9,647
Earnings before income taxes 37,228
Income tax provision (11,225)
Net earnings attributable to Angi Inc. shareholders $ 26,003
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FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES
Financial Position
June 30, 2026 December 31, 2025
(In thousands)
Cash and cash equivalents:
United States $ 179,438 $ 296,283
All other countries 9,263 7,418
Total cash and cash equivalents $ 188,701 $ 303,701
Long-term debt:
ANGI Group Senior Notes $ 400,000 $ 500,000
Less: unamortized debt issuance costs 1,525 2,333
Total long-term debt, net $ 398,475 $ 497,667
At June 30, 2026, all of the Company’s international cash can be repatriated without significant consequences.
For a detailed description of long-term debt, see “Note 5—Long-term Debt” to the financial statements included in “Item 1—Consolidated Financial Statements.”
Cash Flow Information
In summary, the Company’s cash flows are as follows:
Six Months Ended June 30,
2026 2025
(In thousands)
Net cash provided by (used in):
Operating activities $ 9,338 $ 54,008
Investing activities $ (30,677) $ (24,749)
Financing activities $ (93,276) $ (83,157)
Net cash provided by operating activities consists of earnings adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include depreciation, provision for credit losses, stock-based compensation expense, non-cash lease expense (including impairment of right-of-use assets), deferred income taxes, and impairment of intangibles.
2026
Adjustments to net earnings consist primarily of $225.6 million of goodwill impairment, $35.7 million of depreciation, $9.6 million of impairment of intangibles, $7.7 million of stock-based compensation expense, and $3.8 million of non-cash lease expense, partially offset by a $8.4 million net gain of extinguishment of debt and $2.3 million of deferred income taxes. The decrease in cash from changes in working capital consists primarily of a decrease of $10.8 million in accounts payable and other liabilities, a decrease of $9.4 million in operating lease liabilities, an increase in accounts receivable, net, of $3.9 million which includes the non-cash impact from the provision for credit losses of $20.8 million and excludes foreign currency impact of $0.3 million, a decrease of $3.7 million in income taxes payable and receivable, partially offset by a decrease of $3.1 million in other assets and an increase of $0.9 million in deferred revenue. The increase in accounts receivable was due primarily to timing of invoicing and cash receipts. The decrease in accounts payable and other liabilities was due primarily to payments of compensation previously accrued and interest. The decrease in operating lease liabilities was due to cash payments on leases net of interest accretion. The decrease in other assets was due primarily to the amortization of prepaid balances in excess of new prepayments made during the period. The increase in deferred revenue was due primarily to changes in the timing of billings and revenue recognized.
Net cash used in investing activities includes capital expenditures of $30.7 million primarily related to investments in capitalized software to support the Company’s products and services.
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Net cash used in financing activities includes $91.2 million for the repurchase of ANGI Group Senior Notes and $2.1 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
2025
Adjustments to net earnings consist primarily of $24.0 million of provision for credit losses, $20.2 million of depreciation, $7.4 million of deferred income taxes, $3.6 million of non-cash lease expense, and $2.8 million of stock-based compensation expense. The decrease from changes in working capital consists primarily of an increase of $31.1 million in accounts receivable, a decrease of $9.2 million in deferred revenue, and a decrease of $6.5 million in operating lease liabilities, partially offset by an increase of $12.4 million in accounts payable and other liabilities and a decrease of $6.7 million in other assets. The increase in accounts receivable is due primarily to timing of cash receipts. The decrease in deferred revenue is due primarily to a decrease in advertising sales and lower memberships. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The increase in accounts payable and other liabilities is due primarily to the timing of payments, partially offset by payments for accrued compensation. The decrease in other assets is due to lower capitalized sales commissions which were impacted by a reduction in the size of the sales force, a larger portion of sales commissions being expensed rather than capitalized in the period, and a shift to annual bonuses for roles that previously received commissions, partially offset by an increase in prepaid assets due to the timing of invoices.
Net cash used in investing activities includes capital expenditures of $24.8 million primarily related to investments in capitalized software to support the Company’s products and services.
Net cash used in financing activities includes $76.4 million for the repurchase of 5.1 million shares of the Company’s Class A Common Stock, on a settlement date basis, at an average price of $14.91 per share and $6.8 million for the payment of withholding taxes on behalf of employees for stock-based awards that were net settled.
Liquidity and Capital Resources
Debt
As of December 31, 2025, we had $500.0 million aggregate principal amount of 3.875% senior notes due August 15, 2028 (the “ANGI Group Senior Notes”). During the first and second quarter of 2026, ANGI Group repurchased a portion of the outstanding principal amount of ANGI Group Senior Notes, as further described below. As of June 30, 2026, $400 million aggregate principal amount of ANGI Group Senior Notes remained outstanding. Interest on the ANGI Group Senior Notes is paid semi-annually in arrears on February 15 and August 15 of each year. In December 2025, ANGI Group amended the indenture governing the ANGI Group Senior Notes to add certain U.S. subsidiaries of ANGI Group that are guarantors under the Credit Agreement (defined below) as additional guarantors under such indenture.
In November 2025, ANGI Group entered into a credit agreement (the “Credit Agreement”), with the lenders and issuing lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, providing for a senior secured revolving facility in an aggregate principal amount of $175.0 million, including a letter of credit sublimit of up to $25.0 million (the “Revolving Facility”). While the Revolving Facility has a stated maturity of November 6, 2030, the Credit Agreement provides that the maturity date will at all times be no later than the 91st day prior to the maturity date of the ANGI Group Senior Notes. As a result, unless the ANGI Group Senior Notes are repaid or refinanced prior to that date, the maturity of the Revolving Facility will accelerate to May 16, 2028. As of June 30, 2026, there were no outstanding borrowings under the Revolving Facility. For additional details, see “Note 5—Long-term Debt” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements.”
Debt Repurchase Activity
During the three and six months ended June 30, 2026, the Company repurchased a total of $73.4 million and $100.0 million aggregate principal amount, respectively, of the ANGI Group Senior Notes, maturing in 2028, for total cash consideration, including $0.5 million and $0.7 million, respectively, of accrued and unpaid interest, for $68.0 million and $91.9 million, respectively. The repurchases of the ANGI Group Senior Notes resulted in an aggregate net gain on extinguishment of debt of $5.6 million and $8.4 million, which is included in other income, net in the consolidated statement of operations for the three and six months ended June 30, 2026, respectively.
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Contractual Obligations
As of June 30, 2026, there were no material changes outside the ordinary course of business to the Company’s contractual obligations disclosures as of December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Capital Expenditures
The Company’s 2026 capital expenditures are expected to be consistent with 2025 capital expenditures of $59.6 million.
Liquidity Assessment
The Company’s liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other factors.
The Company believes its existing cash, cash equivalents, expected positive cash flows generated from operations, and if necessary, its borrowing capacity under the Revolving Facility, will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments, for the next twelve months. The Company may consider additional forms of liquidity. These forms of liquidity could subject us to operating and financial covenants that may restrict our business activities, including the incurrence of additional indebtedness, investments and certain payments. From time to time, we may also elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes.
Additional financing may not be available on terms favorable to the Company or at all, and may also be impacted by any disruptions in the financial markets. In addition, the Company’s existing indebtedness could limit its ability to obtain additional financing.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the related disclosure of assets and liabilities. Actual results could differ from these estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others. Our significant accounting policies are described in Note 1—The Company and Summary of Significant Accounting Policies to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and in the notes to the consolidated financial statements included in Part II, Item 8 of the Annual Report. There have been no material changes to our critical accounting estimates since our Annual Report, except as described below.
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Recoverability of Goodwill and Indefinite-Lived Intangible Assets
The Company’s U.S. and International reporting units are separate operating segments. See “Note 7—Segment Information” for additional information regarding the Company’s method of determining operating and reportable segments.
The Company assesses goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value.
If the conclusion of our qualitative assessment is that there are indicators of impairment and a quantitative test is required, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit that is being tested to its carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its estimated fair value, a goodwill impairment equal to the excess is recorded. During the second quarter of 2026, the Company concluded that the continued decrease in stock price and market capitalization since December 31, 2025 constituted a triggering event such that the Company performed quantitative impairment assessments of its goodwill and indefinite-lived intangible assets as of May 31, 2026.
As a result of the quantitative impairment assessment, the Company determined that the carrying value of the U.S. reporting unit exceeded the fair value by $225.6 million, resulting in a goodwill impairment charge of $225.6 million which is presented as a separate line item on the consolidated statement of operations during the three and six months ended June 30, 2026. The estimated fair value of the International reporting unit exceeded its carrying value by approximately $200.0 million, or 70%, and accordingly no goodwill impairment was recorded during the three and six months ended June 30, 2026.
The fair value of the Company's reporting units was determined using both an income approach based on discounted cash flows (“DCF”) and a market approach. The income approach and market approach were each weighted 50% in determining the concluded fair value of each reporting unit. The fair value measurements used in the quantitative impairment tests are classified as Level 3 measurements within the fair value hierarchy, as they incorporate significant unobservable inputs.
Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows, discount rates, and the long-term growth rate used to estimate terminal value. The expected cash flows used in the DCF analyses were based on the Company’s most recent forecast, and for years beyond the periods covered by the forecast, the Company’s estimates of forecasted long-term growth rates. The discount rates used in the DCF analyses are intended to reflect the risks, which consider macroeconomic and industry specific factors, inherent in the expected future cash flows of the respective reporting units. The discount rates used in the quantitative tests as of June 30, 2026 for determining the fair value of the Company’s U.S. and International reporting units were 16.0% and 17.5%, respectively. The long-term growth rate used to estimate terminal value in the DCF analyses as of June 30, 2026 was 3.0% for the U.S. and International reporting units.
Following the impairment charge, the carrying value of the U.S. reporting unit's goodwill equals its approximate fair value as of June 30, 2026. Accordingly, any adverse change in key assumptions could result in additional impairment. A 100 basis point increase in the discount rate would result in approximately $35.0 million of additional impairment. A 100 basis point decrease in the long-term growth rate would result in approximately $20.0 million of additional impairment.
Determining fair value using a market approach considers multiples of financial metrics based on EBITDA trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. The EBITDA trading multiples used in the quantitative test as of June 30, 2026 for determining the fair value of the Company’s U.S. reporting unit were between 6.5x and 8.5x. The trading multiples used in the quantitative test as of June 30, 2026 for determining the fair value of the Company’s International reporting unit were between 6.5x and 10.0x.
In the second quarter of 2026, the Company identified an impairment charge of $9.6 million related to a certain indefinite-lived trade name at the U.S. reporting unit. The discount rate used to value this trade name was 16.0%, the royalty rate was
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2.0% and a long-term growth rate of 3.0%. The impairment of the indefinite-lived intangible asset is included in “Impairment of intangibles” in the statement of operations. No other indefinite-lived intangible assets were impaired as a result of the assessment.
The Company determines the fair value of indefinite-lived intangible assets using a relief from royalty DCF valuation analysis. The fair value measurements used in the quantitative relief from royalty DCF valuations are classified as Level 3 measurements within the fair value hierarchy, as they incorporate significant unobservable inputs. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future revenue. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks. The expected cash flows used in the relief from royalty analyses were based on the Company’s most recent forecast, and for years beyond the periods covered by the forecast, the Company’s estimates of forecasted long-term growth rates. The discount rates used in the Company’s indefinite-lived impairment assessment ranged from 16.0% to 17.5%, the royalty rates used ranged from 2.0% to 4.5% and the long-term growth rate used to estimate the terminal value in the DCF analyses was 3.0% as of June 30, 2026.
Following the impairment charge, the carrying value of the indefinite-lived trade names equals its fair value as of June 30, 2026. Accordingly, any adverse change in key assumptions could result in additional impairment. A 100 basis point increase in the discount rate would result in approximately $0.4 million of additional impairment. A 100 basis point decrease in the royalty rate would result in approximately $2.4 million of additional impairment. A 100 basis point decrease in the long-term growth rate would result in approximately $0.2 million of additional impairment.
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