Angi Inc.ANGI
Angi Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
The Company currently has one active stock plan, which became effective on September 29, 2017 (the date of “the Combination”) and was amended and restated on June 12, 2024 (the “Restatement Date”). The 2017 plan (as amended and restated, “the Plan”) covers stock options, stock appreciation rights and restricted stock unit awards (“RSUs”), including those that are linked to the achievement of the Company’s stock price, known as market-based awards (“MSUs”) and those that are linked to the achievement of a performance target, known as performance-based awards (“PSUs”), denominated in shares of Angi common stock, as well as provides for the future grant of these and other equity awards. The Plan authorizes the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2025, there are 1.1 million shares available for grant under the Plan.
The Plan has a stated term of ten years from the Restatement Date, and provides that the exercise price of stock options and stock appreciation rights granted will not be less than the market price of the Company’s common stock on the grant date. The Plan does not specify grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi board of directors (the “Committee”). Each grant agreement reflects the grant date and vesting schedule for that particular grant as determined by the Committee. Stock options and stock appreciation rights granted under the Plan generally vest in equal annual installments over a four-year period from the grant date. RSU awards granted under the Plan generally vest either in one installment over a three-year period, in equal annual installments over a four-year period, or a three-year graded schedule (installments of 57% in first year, 29% in second year, and 14% in last year), in each case, from the grant date. PSU and MSU awards granted subsequent to the Combination generally cliff vest in a to five-year period from the grant date.
Stock-based compensation expense recognized in the statement of operations includes expense related to: (i) the Company’s RSUs, including MSUs and PSUs, and stock options and stock appreciation rights; (ii) equity instruments denominated in shares of one of its subsidiaries; and (iii) IAC denominated restricted stock. The amount of stock-based compensation expense recognized is net of estimated forfeitures. The Company has elected to estimate forfeitures of stock-based awards at the grant date based on historical data analysis and revised, if necessary, in subsequent periods if actual
forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest. At December 31, 2025, there was $31.7 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.2 years.
Stock-Based Compensation Expense
The stock-based compensation expense related to employees and non-employee directors is reported in the following financial statement line items:
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Stock-based compensation expense by function: | ||||||||||||||||||||
Selling and marketing expense | $ | 2,861 | $ | 4,605 | $ | 6,264 | ||||||||||||||
General and administrative expense | 4,651 | 24,533 | 28,386 | |||||||||||||||||
Product development expense | 7,246 | 5,640 | 8,764 | |||||||||||||||||
Total stock-based compensation expense | $ | 14,758 | $ | 34,778 | $ | 43,414 | ||||||||||||||
The expense includes capitalized stock based compensation related to software development costs in the following financial statement line items:
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Capitalized stock-based compensation expense by function: | ||||||||||||||||||||
| Selling and marketing expense | $ | — | $ | — | $ | 11 | ||||||||||||||
| General and administrative expense | 1,585 | 1,432 | 1,100 | |||||||||||||||||
| Product development expense | 4,652 | 4,412 | 3,695 | |||||||||||||||||
| Total capitalized stock-based compensation expense | $ | 6,237 | $ | 5,844 | $ | 4,806 | ||||||||||||||
The total income tax benefit recognized in the statement of operations for the years ended December 31, 2025, 2024, and 2023 related to all stock-based compensation is $1.7 million, $2.1 million, $2.9 million, respectively.
The aggregate income tax benefit/(detriment) recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2025, 2024, and 2023 is $(1.1) million, less than $(0.1) million, and $0.1 million, respectively. There may be some delay in the timing of the realization of the cash benefit of the income tax deductions related to stock-based compensation because it will be dependent upon the amount and timing of future taxable income and the timing of estimated income tax payments.
Restricted Stock Units, Market-based Stock Units and Performance-based Stock Units
RSUs, MSUs, and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Angi common stock and with the value of each RSU and PSU equal to the fair value of Angi common stock at the date of grant. The value of each MSU is estimated using a lattice model that incorporates a Monte Carlo simulation of Angi’s stock price. Each RSU, MSU, and PSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. MSUs also include market-based vesting, tied to the stock price of Angi before an award vests and PSUs include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. For RSU grants, the expense is measured at the grant date as the fair value of Angi common stock and expensed as stock-based compensation over the vesting term. For MSU grants, the expense is measured using a lattice model and expensed as stock-based compensation over the requisite service period. For PSU grants, the expense is measured at the grant date as the fair value of Angi common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.
Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows:
| RSUs | MSUs | PSUs | |||||||||||||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares (a) | Weighted Average Grant Date Fair Value | Number of Shares (a) | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| (Shares in thousands) | |||||||||||||||||||||||||||||||||||
| Unvested at January 1, 2025 | 2,359 | $ | 35.00 | 291 | $ | 22.90 | 27 | $ | 104.20 | ||||||||||||||||||||||||||
Replacement Awards (b) | 114 | 17.76 | — | — | — | — | |||||||||||||||||||||||||||||
| Granted | 2,091 | 14.48 | — | — | — | — | |||||||||||||||||||||||||||||
| Vested | (1,049) | 35.12 | (4) | 33.58 | — | — | |||||||||||||||||||||||||||||
| Forfeited | (489) | 27.15 | (7) | 25.84 | (27) | 104.20 | |||||||||||||||||||||||||||||
| Unvested at December 31, 2025 | 3,026 | $ | 21.40 | 280 | $ | 22.70 | — | $ | — | ||||||||||||||||||||||||||
___________________________
(a) Included in the table are MSUs and PSUs which vest in varying amounts depending upon certain market or performance conditions. The MSUs and PSUs in the table above includes these awards at their maximum potential payout.
(b) On March 4, 2025, the Company cancelled equity awards denominated in the shares of one of its international subsidiaries and issued 113,823 RSUs to holders of those awards. There was no incremental cost recognized for these awards as the updated fair value was lower than the original grant date fair value.
The weighted average fair value of RSUs granted during the year ended December 31, 2025 based on market prices of Angi common stock on the grant date was $14.48. The weighted average fair values of RSUs granted during the years ended December 31, 2024 and 2023 based on market prices of Angi common stock on the grant date were both $25.30. The total fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $16.2 million, $21.7 million and $15.5 million, respectively.
At December 31, 2025, there was $25.3 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is expected to be recognized over a weighted average period of approximately 2.0 years.
There were no MSUs granted during the year ended December 31, 2025. The weighted average fair value of MSUs granted during the years ended December 31, 2024 and 2023 based on the lattice model, were $22.70 and $25.10, respectively. The total fair value of MSUs that vested for each of the years ended December 31, 2025, 2024, and 2023 were $0.1 million.
At December 31, 2025, there was $1.5 million of unrecognized compensation cost, net of estimated forfeitures, related to MSUs, which is expected to be recognized over a weighted average period of approximately1.7 years.
There were no PSUs granted during the years ended December 31, 2025, 2024 and 2023. There were no PSUs that vested during the years ended December 31, 2025, 2024 and 2023.
At December 31, 2025, there was no unrecognized compensation cost related to PSUs.
Stock Options and Stock Appreciation Rights
Stock options and stock appreciation rights outstanding at December 31, 2025 and changes during the year ended December 31, 2025 were as follows:
| December 31, 2025 | |||||||||||||||||||||||
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (In Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| (Shares and intrinsic value in thousands) | |||||||||||||||||||||||
| Outstanding at January 1, 2025 | 35 | $ | 102.50 | ||||||||||||||||||||
| Granted | 1,000 | 15.69 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | (1) | 67.61 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 1,034 | $ | 18.57 | 9.1 | $ | — | |||||||||||||||||
| Exercisable | 34 | $ | 103.83 | 1.3 | $ | — | |||||||||||||||||
The outstanding and exercisable stock options and stock appreciation rights at December 31, 2025 had no aggregate intrinsic value because the Angi closing stock price on the last trading day of 2025 did not exceed the exercise price of any of the outstanding awards. There were no stock options or stock appreciation rights exercised during the years ended December 31, 2025, 2024, and 2023.
At December 31, 2025, there was $5.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all stock options, which is expected to be recognized over a weighted average period of approximately 3.4 years. There was no unrecognized compensation cost related to stock appreciation rights.
The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2025:
| Awards Outstanding & Exercisable | ||||||||||||||||||||
| Range of Exercise Prices | Outstanding and Exercisable at December 31, 2025 | Weighted Average Remaining Contractual Life (In Years) | Weighted Average Exercise Price | |||||||||||||||||
| (Shares in thousands) | ||||||||||||||||||||
Greater than $20.00 | 34 | 1.3 | $ | 103.83 | ||||||||||||||||
| 34 | 1.3 | $ | 103.83 | |||||||||||||||||
The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used:
| Year Ended December 31, 2025 | |||||
Expected volatility | 72.15 | % | |||
Risk-free interest rate | 3.96 | % | |||
Expected term | 5.33 years | ||||
Dividend yield | 0.00 | % | |||
Approximately 1.0 million stock options were granted by the Company during the year ended December 31, 2025. There were no stock options or stock appreciation rights granted by the Company for the years ended December 31, 2024 and 2023.
The Company settles all equity awards either on a net basis with the Company remitting withholding taxes on behalf of the employee or on a gross basis with the Company issuing a sufficient number of Class A shares to cover the withholding taxes. Assuming all of the stock appreciation rights outstanding on December 31, 2025 were net settled on that date, ANGI would have issued no Class A shares and ANGI would have remitted nothing in cash for withholding taxes (assuming a 50% withholding rate) as all stock appreciation rights outstanding are out of the money. Assuming all other ANGI equity awards outstanding on December 31, 2025, were net settled on that date, including stock options and RSUs, ANGI would have issued 1.7 million Class A shares and would have remitted $19.7 million in cash for withholding taxes (assuming a 50% withholding rate).
Equity Instruments Denominated in the Shares of a Subsidiary
Angi has granted stock appreciation rights denominated in the equity of a non-publicly traded subsidiary to employees and management of that subsidiary. The value of the stock appreciation rights is tied to the value of the common stock of the subsidiary, which is determined by the Company using a variety of valuation techniques including a combination of market based and discounted cash flow valuation methodologies.
On March 4, 2025, Angi 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 its subsidiaries outstanding. There was no incremental cost recognized for these awards as the updated fair value was lower than the original grant date fair value.
IAC Denominated Stock-based Awards
On November 5, 2020, IAC entered into a ten-year employment agreement and a Restricted Stock Agreement (“RSA Agreement”) with Joseph Levin, then CEO of IAC. The RSA Agreement provided for a grant of 3.0 million shares of IAC restricted common stock.
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 (“Employment Agreement”), and the Amended and Restated RSA, dated June 7, 2021 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 previously recognized stock-based compensation expense of $10.2 million recognized by Angi, with respect to the restricted stock was reversed in the quarter ended March 31, 2025. The expense recognized by Angi was attributable to the period from October 10, 2023 through April 8, 2024 when Mr. Levin served as CEO of Angi.
On March 3, 2025, IAC settled equity awards denominated in shares of one of our subsidiaries in IAC common stock. Pursuant to the terms of the employee matters agreement entered into between IAC and Angi in 2017, the Company reimbursed IAC for the cost of those shares by issuing to IAC 120,350 shares of Class A Common Stock. The employee matters agreement was terminated in connection with the Distribution on March 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.