What the changes say
- New risks focus on AI deployment, cybersecurity and infrastructure resilience, increased debt, tax restrictions, and replacing IAC-provided services.
- The Distribution-related section now emphasizes operational separation from IAC while dropping many control, governance, stock-price, and takeover risks.
- Privacy, payment, platform, and professional-network risks remain, with several updated for Pros, membership subscriptions, and strategic initiatives.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
and possible substantial fines for any violations. Governmental authorities around the world have enacted similar types of legislative and regulatory requirements concerning data protection, and additional governments are considering similar legal frameworks
Privacy-law violations, data breaches, or third-party mishandling of personal information could trigger enforcement, fines, lawsuits, reputational harm, and lost competitiveness.
- NewRisks Related to Our Business and Industry
damages, or we may be unable to recover such award. In addition, supply chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised
Natural disasters, cyberattacks, supply-chain compromises, weak acquired-company controls, inadequate backups, or insufficient insurance could interrupt Angi’s services and cause data loss.
- NewRisks Related to Our Business and Industry
Our use of AI and machine learning technologies, combined with an uncertain legal and regulatory environment, may subject us to new and evolving risks, which could adversely affect our business, financial condition and results of operations
Angi’s fine-tuned large language model and other AI systems could produce biased, inaccurate, delayed, or disrupted services while increasing investment and operating costs.
- NewRisks Related to Our Indebtedness
Our current and future indebtedness may limit our flexibility in obtaining additional financing and in pursuing other business opportunities or operating activities
Angi Group has $500 million of 3.875% senior notes due 2028 and a $175 million revolving facility with restrictive covenants and leverage requirements.
- NewRisks Relating to the Distribution
The desired tax treatment of the Distribution limits our ability to engage in capital-raising, share repurchases and other transactions
Tax-sharing restrictions for two years after the Distribution limit share acquisitions, mergers, asset sales, repurchases, voting changes, and other capital or strategic transactions.
- NewRisks Relating to the Distribution
Following the Distribution, we rely on IAC to provide certain services, and we may be unable to replace such services on favorable terms, or at all, when the arrangement terminates
Angi must replace remaining IAC services, including shared financial-systems support extended through March 31, 2026, potentially at less favorable terms.
Dropped
- DroppedRisks Related to Our Business and Industry
could, new payment information for some may not be obtained and pending payments may not be processed, which could adversely affect our business, financial condition and results of operations
- DroppedRisks Related to Our Current Relationship with IAC
IAC controls our company and will have the ability to control the direction of our business
- DroppedRisks Related to Our Current Relationship with IAC
Our amended and restated certificate of incorporation could prevent us from benefiting from certain corporate opportunities
- DroppedRisks Related to Our Current Relationship with IAC
IAC’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest between us and IAC could be resolved in a manner unfavorable to us and our other stockholders
- DroppedRisks Related to Our Current Relationship with IAC
We rely on exemptions from certain Nasdaq corporate governance requirements that provide protection to stockholders of other companies
- DroppedRisks Related to Our Current Relationship with IAC
Accordingly, for so long as we are a “controlled company” and avail ourselves of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Marketplace Rules
- DroppedRisks Related to Our Current Relationship with IAC
Our agreements with IAC will require us to indemnify IAC for certain tax liabilities and may limit our ability to engage in desirable strategic or capital-raising transactions
- DroppedRisks Related to Our Current Relationship with IAC
Future sales or distributions of shares of our capital stock by IAC could depress the price of our Class A common stock
- DroppedRisks Related to Our Current Relationship with IAC
The services that IAC provides to us may not be sufficient to meet our needs
- DroppedRisks Related to Ownership of Our Class A Common Stock Before the Distribution
The multiclass structure of our capital stock has the effect of concentrating voting control with IAC and limiting the ability of holders of our Class A common stock to influence corporate matters
- DroppedRisks Related to Ownership of Our Class A Common Stock Before the Distribution
The difference in the voting rights of our Class B common stock and Class A common stock may harm the value and liquidity of our Class A common stock
- DroppedRisks Related to Ownership of Our Class A Common Stock Before the Distribution
The Delaware General Corporation Law and certain provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay or prevent a change of control of our company and/or changes in our management
- DroppedRisks Related to Ownership of Our Class A Common Stock Before the Distribution
The choice of forum provision in our amended and restated bylaws could limit the ability of our stockholders to obtain the judicial forum of their choice for certain disputes
- DroppedRisks Relating to the Distribution
We may not be able to engage in desirable capital-raising or strategic transactions following the Distribution
- DroppedRisks Relating to the Distribution
The Distribution may be abandoned by IAC at any time prior to completion, and is subject to certain closing conditions that, if not satisfied or waived, will result in the Distribution not being completed
- DroppedRisks Relating to the Distribution
IAC or the Company may fail to perform under the agreements between them and the Company may be unable to replace some of these agreements
- DroppedRisks Relating to the Distribution
In connection with the Distribution, IAC will indemnify us for certain liabilities, and we will indemnify IAC for certain liabilities, in each case, pursuant to existing agreements between IAC and us. If we are required to pay under these indemnities to IAC, our financial results could be negatively impacted
- DroppedRisks Relating to the Distribution
The synergies that IAC achieves with all of its businesses under the same corporate structure, and the benefits of those synergies that the Company enjoys, will cease to exist with regard to our businesses following the Distribution
Third-party payment-card breaches could force Angi to replace Pros’ and consumers’ payment information.
- DroppedRisks Relating to the Distribution
IAC will provide certain services to us pursuant to a services agreement following the Distribution. When such services terminate, we will be required to replace such services, and the economic terms of the new arrangements may be less favorable to us
- DroppedRisks Relating to Ownership of Our Class A Common Stock Following the Distribution
The value of the shares of Class A common stock that current holders of IAC capital stock receive in the Distribution might be less than the value of shares of Class A common stock prior to the Distribution
- DroppedRisks Relating to Ownership of Our Class A Common Stock Following the Distribution
Substantial sales of our Class A common stock following the Distribution, or the perception that such sales might occur, could depress the market price of our Class A common stock
IAC’s majority ownership allowed it to control Angi’s business direction.
Reworded
- 85% rewrittenRisks Relating to the Distribution
Actual or potential conflicts of interest may develop between our management and directors, on the one hand, and the management and directors of IAC, on the other hand
The risk now specifically includes disputes over Distribution, commercial, and other agreements with IAC; Levin is identified as IAC’s former CEO.
Was: After the Distribution, actual or potential conflicts of interest may develop between the management and directors of IAC, on the one hand, and Company management and directors, on the other hand
- 60% rewrittenRisks Related to Our Business and Industry
The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs
No substantive change is visible in the provided excerpt.
- 60% rewrittenRisks Related to Our Business and Industry
We accept payments (including recurring payments) from Pros and consumers, primarily through credit and debit card transactions. The ability to access payment information on a real-time basis without having to proactively reach out to Pros and consumers to process payments is critical to our success
The wording now emphasizes real-time payment-information access as critical and uses “Pros,” while the prior heading focused on card-breach replacement.
Was: We accept payments (including recurring payments) from professionals and consumers, primarily through credit and debit card transactions. The ability to access payment information on a real-time basis without having to proactively reach out to professionals and consumers to process payments is critical to our success
- 58% rewrittenRisks Relating to the Distribution
Some or all of the expected benefits of the Distribution may not be achieved
The Distribution benefits list removes the expected increase in equity value and elimination of IAC as controlling stockholder.
- 53% rewrittenRisks Related to Our Business and Industry
Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties
No substantive change is visible in the provided excerpt.
- 44% rewrittenRisks Related to Our Business and Industry
Our success depends on our ability to continue to balance our various offerings to Pros across the Angi platforms
The risk now refers broadly to Pros’ other offerings, expressly including membership subscriptions, instead of specifically naming Ads and Leads.
Was: Our success depends on our ability to continue to balance our various offerings to service professionals across the Angi platforms
- 37% rewritten
Cautionary Statement Regarding Forward-Looking Information
Forward-looking topics now additionally include business prospects, product initiatives, marketing, financing arrangements, and capital allocation.
- 36% rewrittenRisks Related to Our Business and Industry
Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy Pros
The wording replaces “professionals” with “Pros” throughout without changing the underlying attraction, retention, safety, or network risk.
Was: Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy professionals
- 33% rewrittenRisks Related to Our Business and Industry
There may be adverse tax, legal and other consequences if the contractor classification or employment status of the Pros who use our platform is challenged
Was: There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionals who use our platform is challenged
- 31% rewrittenRisks Relating to Ownership of Our Class A Common Stock
The market price and trading volume of our Class A Common Stock may be volatile and may face negative pressure
- 27% rewrittenRisks Related to Our Business and Industry
Our success will depend, in substantial part, on the continued migration of the home services market online
- 22% rewrittenRisks Related to Our Business and Industry
Our ability to communicate with consumers and Pros via email (or other sufficient means) is critical to our success
Was: Our ability to communicate with consumers and professionals via email (or other sufficient means) is critical to our success
All 36 risk factors
Headings as the filing states them, in filing order.
Other
- 01Cautionary Statement Regarding Forward-Looking Information37% rewritten
Risks Related to Our Business and Industry
- 02Our success will depend, in substantial part, on the continued migration of the home services market online27% rewritten
- 03Marketing efforts designed to drive traffic to our brands and businesses may not be successful or cost-effective
- 04Our success depends on our ability to continue to balance our various offerings to Pros across the Angi platforms44% rewritten
- 05Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy Pros36% rewritten
- 06Our success depends, in part, on our ability to continue to develop and monetize versions of our products and services for mobile and other digital devices
- 07Our success depends, in part, on our ability to access, collect and use personal data about consumers
- 08Our ability to communicate with consumers and Pros via email (or other sufficient means) is critical to our success22% rewritten
- 09Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for our Pros
- 10There may be adverse tax, legal and other consequences if the contractor classification or employment status of the Pros who use our platform is challenged33% rewritten
- 11Our brands and businesses operate in an especially competitive and evolving industry
- 12Our brands and businesses are sensitive to general economic events and trends, particularly those that adversely impact consumer confidence and spending behavior, as well as general geopolitical risks
- 13We own and operate three of the leading home services brands in the United States (Angi, Angie’s List and HomeAdvisor), as well as leading brands in several foreign jurisdictions
- 14We may not be able to protect our systems, technology and infrastructure from cyberattacks or cyberattacks experienced by third parties may adversely affect us
- 15If personal, confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate and our reputation could be harmed
- 16The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs60% rewritten
- 17and possible substantial fines for any violations. Governmental authorities around the world have enacted similar types of legislative and regulatory requirements concerning data protection, and additional governments are considering similar legal frameworksNew
- 18We accept payments (including recurring payments) from Pros and consumers, primarily through credit and debit card transactions. The ability to access payment information on a real-time basis without having to proactively reach out to Pros and consumers to process payments is critical to our success60% rewritten
- 19Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties53% rewritten
- 20damages, or we may be unable to recover such award. In addition, supply chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromisedNew
- 21We depend on our key personnel
- 22Our use of AI and machine learning technologies, combined with an uncertain legal and regulatory environment, may subject us to new and evolving risks, which could adversely affect our business, financial condition and results of operationsNew
Risks Related to Our Indebtedness
- 23We may not be able to generate sufficient cash to service our indebtedness
- 24Our ability to satisfy our debt obligations will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control
- 25Our current and future indebtedness may limit our flexibility in obtaining additional financing and in pursuing other business opportunities or operating activitiesNew
Risks Relating to the Distribution
- 26Some or all of the expected benefits of the Distribution may not be achieved58% rewritten
- 27If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Angi and our stockholders could suffer material adverse consequences
- 28The desired tax treatment of the Distribution limits our ability to engage in capital-raising, share repurchases and other transactionsNew
- 29Actual or potential conflicts of interest may develop between our management and directors, on the one hand, and the management and directors of IAC, on the other hand85% rewritten
- 30Following the Distribution, we rely on IAC to provide certain services, and we may be unable to replace such services on favorable terms, or at all, when the arrangement terminatesNew
- 31The Distribution may result in litigation and/or regulatory inquiries and investigations, which would harm our business, financial condition and results of operations and could divert management attention
Risks Relating to Ownership of Our Class A Common Stock
- 32The market price and trading volume of our Class A Common Stock may be volatile and may face negative pressure31% rewritten
- 33We do not expect to declare any regular cash dividends in the foreseeable future
- 34Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay or prevent a change of control, or changes in management and, therefore, depress the trading price of our Class A Common Stock
- 35Our bylaws designate specified courts as the sole and exclusive forum for certain types of actions or proceedings that may be initiated by our stockholders, which could discourage lawsuits against the Company and its directors, officers and other employees
- 36If securities or industry analysts do not publish research or publish unfavorable research about us, the price and trading volume of our Class A Common Stock could decline
Other Angi 10-Ks
- FY2024 10-K risk factors51 risks
IAC controls the company with 98.3% voting power, creating significant governance and conflict risks.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.