UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2025

Angi Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38220		82-1204801
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

3601 Walnut Street, Suite 700, Denver, CO		80205
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 963-7200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)

(Trading
Symbol(s))

(Name of each exchange on which
registered)

Class A Common Stock, par value $0.001

ANGI

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02.

Unregistered Sales of Equity Securities.

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, and IAC Class B common stock, par value $0.0001 per share. On March 31, 2025, prior to the effective time of the Distribution, IAC voluntarily converted an aggregate of 41,701,064 shares of Angi Class B common stock, par value $0.001 per share (the “Angi Class B common stock”), that it owned into shares of Angi Class A common stock, par value $0.001 per share (the “Angi Class A common stock”), on a one-for-one basis, in accordance with the terms of the Angi Class B common stock (the “Conversion”). Angi did not receive any consideration in connection with the Conversion. The issuance by Angi of such 41,701,064 shares of Angi Class A common stock upon the Conversion was made in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANGI INC.

	By:	/s/ Shannon M. Shaw
	Name:	Shannon M. Shaw
	Title:	Chief Legal Officer

Date: April 1, 2025