8-K
filed April 1, 2025, 7:59 PM ET
ticker ANGI
CIK 0001705110
other material
confidence high
sentiment neutral
materiality 0.85
Angi Inc. (ANGI): M&A transaction — IAC completes spin-off of Angi; Angi becomes independent, Levin named Executive Chairman
Angi Inc.
- Spin-off effective March 31, 2025; IAC distributed all 84% stake to IAC shareholders at 0.5251 Angi shares per IAC share.
- Angi now independent with single-class voting structure; Class B shares converted to Class A prior to distribution.
- Joseph Levin transitions from IAC CEO to Angi Executive Chairman; three directors resign, board classified into three classes.
- Charter amended to classify board until 2032, eliminate written consent, and subject Angi to Section 203 of DGCL.
- Angi and IAC both reaffirm full-year 2025 guidance; Angi targets return to revenue growth in 2026.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Halpin resigned as Director at Angi Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Christopher Halpin, Kendall F. Handler and Mark Stein notified Angi of his or her respective resignation from the Angi board of directors, effective as of March 31, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Stein resigned as Director at Angi Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Christopher Halpin, Kendall F. Handler and Mark Stein notified Angi of his or her respective resignation from the Angi board of directors, effective as of March 31, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kendall F. Handler resigned as Director at Angi Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Christopher Halpin, Kendall F. Handler and Mark Stein notified Angi of his or her respective resignation from the Angi board of directors, effective as of March 31, 2025.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Angi Inc.: Amended bylaws to provide that vacancies and newly created directorships may be filled only by the board of directors (effective 2025-03-31).
- Change
- bylaw amendment
- Effective
- 2025-03-31
Exact text from the filing
Concurrently with the effectiveness of the Charter Amendment at the Effective Time, an amendment (the “Bylaw Amendment”) to Angi’s Amended and Restated Bylaws became effective, which Bylaw Amendment provides that vacancies and newly created directorships on the Angi board of directors may be filled only by the Angi board of directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Angi Inc.: Amended certificate of incorporation to classify board of directors until 2032, prohibit stockholder action by written consent, and subject company to Section 203 of DGCL (effective 2025-03-31).
- Change
- charter amendment
- Effective
- 2025-03-31
Exact text from the filing
On March 31, 2025, Angi filed a Certificate of Amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which became effective as of 4:31 p.m. Eastern Time, on March 31, 2025 (the “Effective Time”), to (i) provide for the Angi board of directors to be classified until Angi’s 2032 annual meeting of stockholders, (ii) provide that Angi stockholders must take action at a meeting of stockholders and may not act by written consent in lieu of a meeting, and (iii) make Angi subject to Section 203 of the General Corporation Law of the State of Delaware relating to limitations on business combinations with interested stockholders.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Angi Inc. completed a disposition involving IAC Inc. (closed 2025-03-31).
- Action
- disposition
- Counterparty
- IAC Inc.
- Closing
- 2025-03-31
Exact text from the filing
On March 31, 2025, IAC Inc. (“IAC”) completed the previously announced spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share (the “IAC common stock”), and IAC Class B common stock, par value $0.0001 per share (the “IAC Class B common stock” and together with the IAC common stock, “IAC Stock”).
View on SEC.gov
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