RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Relationship with IAC On January 13, 2025, IAC and Joseph Levin, then CEO of IAC and Chairman of Angi, entered into an Employment Transition Agreement (the “Employment Transition Agreement”) pursuant to which the employment agreement, by and between Mr. Levin and IAC, dated November 5, 2020, and the Amended and Restated Restricted Stock Agreement, dated June 7, 2021 (“RSA Agreement”) were terminated, except as provided in Section 6 of the RSA Agreement. As a result, the 3.0 million shares of IAC restricted stock granted to Mr. Levin pursuant to the RSA Agreement were forfeited by Mr. Levin. Accordingly, the cumulative stock-based compensation expense of $10.2 million previously recognized by Angi with respect to the restricted stock was reversed in the year ended December 31, 2025. The expense recognized by Angi was attributable to the period from October 10, 2022 through April 8, 2024 when Mr. Levin served as CEO of Angi. Pursuant to the Employment Transition Agreement, IAC also transferred 0.5 million fully vested shares of Class B Common Stock held by IAC to Mr. Levin, and Mr. Levin immediately converted all shares of Class B Common Stock into shares of Class A Common Stock (the “Angi Shares”). Mr. Levin has committed to not transfer or dispose of the Angi Shares prior to the sixth anniversary of March 31, 2025, subject to certain limited exceptions. In connection with the Distribution, on March 31, 2025, Mr. Levin ceased to serve as CEO of IAC and a member of its board of directors and became Executive Chairman of Angi. Allocation of CEO Compensation and Certain Expenses Joseph Levin, former CEO of IAC and Chairman of Angi, was CEO of Angi from October 10, 2022 through April 8, 2024. As a result, IAC allocated $2.4 million and $9.4 million for the years ended December 31, 2024 and 2023, respectively, in costs to Angi (including salary, benefits, stock-based compensation and costs related to the CEO’s office). These costs were allocated from IAC based upon time spent on Angi by Mr. Levin. Management considers the allocation method to be reasonable. The allocated costs also include costs directly attributable to the Company that were initially paid for by IAC and billed by IAC to the Company. On April 8, 2024, Jeffrey W. Kip, then President of Angi, was appointed to succeed Joseph Levin as CEO of Angi. Mr. Levin remained Chairman of the Company’s board of directors. Further, at the completion of the Distribution, on March 31, 2025, Mr. Levin ceased to serve as CEO of IAC and a member of its board of directors and became Executive Chairman of Angi. The Combination and Related Agreements The Company and IAC, in connection with the Combination, entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement and an employee matters agreement, which collectively governed the relationship between IAC and Angi prior to the Distribution. Following the Distribution, Angi is an independent, publicly traded company, and IAC no longer owns any shares of Angi capital stock. The agreements between IAC and Angi that were put in place in connection with the Combination survived the Distribution in accordance with their terms, with certain exceptions. Contribution Agreement The contribution agreement set forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governed certain aspects of our relationship prior to the Distribution. Certain provisions of the contribution agreement, including those relating to indemnification, remain in effect following the Distribution. Under the contribution agreement, the Company agreed to assume all of the assets and liabilities related to the Angi business and agreed to indemnify IAC against any losses arising out of any breach by the Company of the contribution agreement or the other transaction related agreements described below. IAC also agreed to indemnify the Company against any losses arising out of any breach by IAC of the contribution agreement or any of the other transaction related agreements described below. Investor Rights Agreement The investor rights agreement provided IAC with certain registration, preemptive, and governance rights related to the Company and the shares of capital stock IAC held, as well as certain governance rights for the benefit of stockholders other than IAC. The investor rights agreement was terminated in connection with the Distribution on March 31, 2025. Services Agreement Prior to the Distribution, the services agreement governed services that IAC agreed to provide to the Company. Following the Distribution, Angi and IAC updated the schedule of services to reflect the provision of certain services requested by Angi for an agreed period of time on terms consistent with the services agreement. These services included, among others, Angi’s continued participation in IAC’s U.S. health and welfare plans and flexible benefits plan until January 1, 2026. IAC continues to provide certain other services to the Company that IAC had historically provided prior to the Distribution, including, but not limited to, maintenance and support of shared financial systems. Such remaining services will terminate as of March 31, 2026, subject to extension by the parties’ mutual agreement. The Company was charged by IAC $0.8 million for the three months ended March 31, 2025 and $3.9 million, and $6.4 million for the years ended 2024, and 2023, respectively, for services rendered pursuant to the services agreement. There were no outstanding payables pursuant to the services agreement at December 31, 2025 and 2024, respectively. Tax Sharing Agreement The tax sharing agreement governs the rights, responsibilities, and obligations of the Company and IAC with respect to tax matters, including responsibility for taxes attributable to the Company, entitlements to refunds, allocation of tax attributes and other tax matters. Under the tax sharing agreement, the Company is generally responsible and required to indemnify IAC for: (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes the Company or any of its subsidiaries to the extent attributable to the Company or any of its subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of the Company's or its subsidiaries’ consolidated, combined, unitary or separate tax returns. At December 31, 2025 and 2024, the Company had outstanding payables of none and $1.6 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the balance sheet. There were $1.6 million payments to IAC pursuant to this agreement during the year ended December 31, 2025. There were $5.1 million of payments to IAC pursuant to this agreement during the year ended December 31, 2024. There were no payments to or refunds from IAC pursuant to this agreement during the year ended December 31, 2023. Employee Matters Agreement The employee matters agreement addressed certain compensation (including stock-based compensation) and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement, the Company's employees participated in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan and the Company reimbursed IAC for the costs of such participation. The Company terminated the employee matters agreement upon the completion of the Distribution, at which point Angi’s continued participation in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan was covered under the services agreement as described above. In addition, the employee matters agreement required the Company to reimburse IAC for the cost of any IAC equity awards held by Angi’s current and former employees, with IAC having the ability to elect to receive payment in cash or shares of Class B Common Stock of the Company. This agreement also provided that IAC had the ability to require that stock appreciation rights granted prior to the closing of the Combination and equity awards denominated in shares of the Company’s subsidiaries to be settled in either shares of Class A Common Stock of the Company or IAC common stock. To the extent that shares of IAC common stock are issued in settlement of these awards, the Company was obligated to reimburse IAC for the cost of those shares by issuing shares of Class A Common Stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of Class B Common Stock in the case of equity awards denominated in shares of its subsidiaries. Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation and Human Capital Committee of the IAC Board of Directors had the exclusive authority to determine the treatment of outstanding IAC equity awards. Such authority included (but was not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to any such distribution into equity awards denominated in shares of Angi Class A common stock, which Angi would be obligated to assume and which would be dilutive to Angi stockholders. Following the Distribution, solely for purposes of determining the expiration of options with respect to shares of common stock of one company held by employees of the other company, IAC and Angi employees were deemed employed by both companies for so long as they continue to be employed by whichever of the companies employs them immediately following the Distribution. On March 3, 2025, IAC settled equity awards denominated in shares of one of the Company’s subsidiaries in IAC common stock. Pursuant to the terms of the employee matters agreement, the Company reimbursed IAC for the cost of those shares by issuing to IAC 120,350 shares of Class A Common Stock. On March 4, 2025, Angi also canceled equity awards denominated in the shares of one of its subsidiaries and issued 113,823 RSUs to holders of those awards. At December 31, 2025, there were no equity awards denominated in shares of the Company’s subsidiaries outstanding. During the years ended 2024 and 2023, there have been no IAC equity awards held by Angi employees exercised or vested, and no exercises and settlements of stock appreciation rights, that required, pursuant to the employee matters agreement, reimbursement to IAC in Class A and Class B common stock. Other Arrangements Additionally, the Company subleased office space to IAC and pursuant to a lease agreement charged rent of $0.1 million, $0.1 million, and $0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. In May 2025, IAC terminated its sublease of office space from Angi. IAC also subleased office space to the Company. At March 31, 2025, in connection with the Distribution, Angi terminated its sublease of office space from IAC. Before the sublease was terminated, IAC charged rent pursuant to a lease agreement of $0.3 million, $1.4 million, and $1.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. Through the end of 2025, Angi continued to (i) obtain certain services through contracts that are held in IAC’s name and (ii) obtain from IAC certain corporate support services, both of which required that Angi reimburse IAC.
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