Angi Inc

Item 1A. Risk Factors

Cautionary Statement Regarding Forward-Looking Information

This annual report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as anticipates, estimates, expects, plans, and believes, among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future business, financial condition, results of operations and financial performance, our business stprospects and strategy, trends in t the timing, development, and expected impact of strategic and product initiatives, future marketing strategy, future financing arrangements, future capital allocation strategy, trends in the home services industry and other similar matters. These forward-looking statements are based on the expectations and assumptions of our management about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risk factors set forth below. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of our management as of the date of this annual report. We do not undertake to update these forward-looking statements.

Risk Factors

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties, including those described in this Item 1A Risk Factors. These risks include, but are not limits Related to, the following:

 Our success will depend, in substantial part, on the continued migration of the home services market online.

Marketing efforts designed to drive traffic to our brands and businesses may not be successful or cost-effective.

We rely on search engines to drive traffic to our various properties.

Our success depends on our ability to continue to balance our various offerings to service professionals across Angi platforms.

Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy professionals.

Our 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.

Our success depends, in part, on our ability to access, collect and use personal data about consumers.

Our ability to communicate with consumers and professionals via email (or other sufficient means) is critical to our success.

Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for our professionals.

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There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionals who use our platforms is challenged.

Our brands and businesses operate in an especially competitive and evolving industry.

Our 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.

We may not be able to protect our systems, technology and infrastructure from cyberattacks or cyberattacks experienced by third parties may adversely affect us.

If 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.

Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties.

We depend on our key personnel.

Until the completion of the Distribution, IAC controls our company, will have the ability to control the direction of our business and its interests may conflict with our interests and the interests of our other stockholders.

We may not be able to generate sufficient cash to service our indebtedness.

Some or all of the expected benefits of the Distribution may not be achieved.

If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, IAC, Angi and their respective stockholders could suffer material adverse consequences.

IAC will provide certain services to us pursuant to a services agreement following the Distribution. When such agreements terminate, we will be required to replace such services, and the economic terms of the new arrangements may be less favorable to us.

The 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.

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.

We do not expect to declare any regular cash dividends in the foreseeable future.

After the completion of the Distribution, provisions 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.

The summary risk factors described above should be read together with the text of the full risk factors below and the other information set forth in this annual report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations, and future growth prospects.

Risks Related to Our  Business and Industry

Our success will depend, in substantial part, on the continued migration of the home services market online.

We believe that the digital penetration of the home services market remains low, with the vast majority of consumers continuing to search for, select and hire professionalsPros offline. While many consumers have historically been (and remain) averse to finding professionalsPros online, others have demonstrated a greater willingness to embrace the online shift. Professionalss must also continue to embrace the online shift, which will depend, in substantial part, on whether online products and services help them to better connect and engage with consumers relative to traditional offline efforts. The speed and ultimate outcome of the shift of the home services market online for consumers and professionalPros is uncertain and may not occur as quickly as we expect, or at all. The failure or delay of a meaningful number of consumers and/or professionalsPros to migrate online and/or the return of a meaningful number of existing participants in the online home services market to offline solutions, could adversely affect our business, financial condition and results of operations.

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Marketing efforts designed to drive traffic to our brands and businesses may not be successful or cost-effective.

Attracting consumers and professionalsPros to our brands and businesses involves considerable expenditures for online and offline marketing. We have made, and expect to continue to make, significant marketing expenditures for digital marketing (primarily paid search engine marketing, display advertising and third-party affiliate agreements) and traditional offline marketing (national television and radio campaigns). These efforts may not be successful or cost-effective. Historically, we have had to increase marketing expenditures over time to attract and retain consumers and professionalsPros and sustain our growth.

Our ability to market our brands on any given property or channel is subject to the policies of the relevant third-party seller, publisher of advertising (including search engines, web browsers and social media platforms with extraordinarily high levels of traffic and numbers of users) or marketing affiliate. As a result, we cannot assure you that these parties will not limit or prohibit us from purchasing certain types of advertising (including the purchase by Angi of advertising with preferential placement), advertising certain of our products and services or using one or more current or prospective marketing channels in the future. If a significant marketing channel took such an action generally, for a significant period of time and/or on a recurring basis, our business, financial condition and results of operations could be adversely affected. In addition, if we fail to comply with the policies of third-party sellers, publishers and/or marketing affiliates, our advertisements could be removed without notice or our accounts could be suspended or terminated, any of which could adversely affect our business, financial condition and results of operations.

In addition, our failure to respond to rapid and frequent changes in the pricing and operating dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising (which may unilaterally be updated by search engines without advance notice), could adversely affect our paid search engine marketing efforts (and free search engine traffic). Such changes, including any phasing out (or blocking) of third-party cookies by web browsers, could adversely affect paid listings (both their placement and pricing), as well as the ranking of our brands and businesses within search results, any or all of which could increase our marketing expenditures (particularly if free traffic is replaced with paid traffic). Any or all of

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these events could adversely affect our business, financial condition and results of operations. In addition, if there are changes in the usage and functioning of search engines and/or decreases in consumer use of search engines, for example, as a result of the continued development of AI technology, this could negatively impact our ability to drive traffic to our platforms. For example, AI could be utilized to better educate homeowners on how to perform their own home improvement projects, thereby reducing the need for our business, or AI could eventually transform the way search engines currently work, thereby creating unknown challenges to our marketing channels.

Evolving consumer behavior (specifically, increased consumption of media through digital means) can also affect the availability of profitable marketing opportunities. To continue to reach and engage consumers and professionalsPros and grow in this environment, we will need to continue to identify and devote more of our overall marketing expenditures to newer digital advertising channels (such as online video, social media, streaming, OTT and other digital platforms), as well as target consumers and professionalsPros via these channels in a cost-effective manner. As these channels continue to evolve relative to traditional channels (such as television), it could continue to be difficult to assess returns on related marketing investments, which could adversely affect our business, financial condition and results of operations.

In addition, we also enter into various arrangements with third parties to drive visitors to Angi platforms. These arrangements are generally more cost-effective than traditional marketing efforts. If we are unable to renew existing (and enter into new) arrangements of this nature, sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect our business, financial condition and results of operations. In addition, the quality and convertibility of traffic and leads generated through third-party arrangements are dependent on many factors, most of which are outside our control. If the quality or convertibility of traffic and leads do not meet the expectations of our users or Angi Leads professionalsPros, they could leave our network or decrease their budgets for consumer matches or participation in pre-priced booking services, any or all of which could adversely affect our business, financial condition and results of operations.

We rely on Internet search engines to drive traffic to our various properties. Certain operators of search services offer products and services that compete directly with our products and services. If links to websites offering our products and services are not displayed prominently in search results, traffic to our properties could decline and our business could be adversely affected.

In addition to paid marketing, we rely heavily on Internet search engines, such as Google, to drive traffic to our properties through their unpaid search results. Although search results have allowed us to attract a large audience with low organic traffic acquisition costs in the past, if they fail to continue to drive sufficient traffic to our properties, we may need to increase our marketing spend to acquire additional traffic. We cannot assure you that the value we ultimately derive from any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm our operating results.

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The amount of traffic we attract from search engines is due in large part to how and where information about our brands (and links to websites offering our products and services) are displayed on search engine results pages. The display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to websites offering our products and services, and negatively impacted traffic to such websites, and we expect that search engines will continue to make such changes from time to time in the future. In addition, changes in the usage and functioning of search engines and/or decreases in consumer use of search engines, for example, as a result of the continued development of artificial intelligenceAI technology, could negatively impact our ability to drive traffic to our properties.

However, we may not know how (or otherwise be in a position) to influence actions of this nature taken by search engines. With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted.

In addition, in some instances, search engines may change their displays or rankings in order to promote their own competing products or services, or the products or services of one or more of our competitors. Any such action could negatively impact the search rankings of links to websites offering our products and services, or the prominence with which such links appear in search results. Our success depends on the ability of our products and services to maintain a prominent position in search results, and in the event operators of search engines promote their own competing products in the future in a manner that has the effect of reducing the prominence or ranking of our products and services, our business, financial condition and results of operations could be adversely affected.

Our success depends on our ability to continue to balance our various offerings to service professionalsPros across the Angi platforms.

Our Services business We provides a pre-priced offering, pursuant to which consumers can request services through Servicesour platforms and pay for such services on the applicable platform directly. These service requests are then fulfilled by independently established home

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services providers engaged in a trade, occupation and/or business that customarily provide such services. Increased participation in pre-priced offerings could reduce the levels of professionalPros participation in our Ads and Leads or other leads-based offeringther offerings, including those based on membership subscriptions, which could adversely affect our business, financial condition and results of operations.

Our success depends, in substantial part, on our ability to establish and maintain relationships with quality and trustworthy professionalsPros.

We must continue to attract, retain and grow the number of skilled and reliable professionalsPros who can provide services across our platforms. Similarly, in order to continue to attract, retain and grow the number of professionalsPros who can provide services, professionalsPros need to feel safe in their work environment. If we do not offer innovative products and services that resonate with consumers and professionalsPros generally, as well as provide professionalPros with an attractive return on their marketing and advertising investments, the number of professionalsPros affiliated with our platforms would decrease. Any such decrease would result in smaller and less diverse networks and directories of professionalsPros, and in turn, decreases in service requests, pre-priced offerings and directory searches, which could adversely impact our business, financial condition and results of operations.

In addition to skill and reliability, consumers want to work with professionalsPros whom they can trust to work in their homes and with whom they can feel safe. While we maintain screening processes (which generally include certain, limited background checks) to try and prevent unsuitable professionalPros from joining our platforms, these processes have limitations and, even with these safety measures, no assurances can be provided regarding the future behavior of any provider on our platforms. Inappropriate and/or unlawful behavior of professionalsPros generally (particularly any such behavior that compromises the trustworthiness of providers and/or of the safety of consumers), coul or claims alleging that we are responsible for Pros acts or service quality, could result in decreases in service requests, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation. Similarly, inappropriate and/or unlawful behavior towards professionalPros by consumers or subscribers (particularly behavior that compromises their safety) could result in a reduction in the number of professionalsPros willing to provide services through our platforms, bad publicity and related damage to our reputation, brands and brand-building efforts and/or actions by governmental and regulatory authorities, criminal proceedings and/or litigation. The occurrence or any of these events could, in turn, adversely affect our business, financial condition and results of operations.

Our 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.

As consumers increasingly access our products and services through mobile and other digital devices (including through digital voice assistants), we will need to continue to devote significant time and resources to ensure that our products and

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services are accessible across these platforms (and multiple platforms generally). If we do not keep pace with evolving online, market and industry trends, including the continuing evolution of AI, the introduction of new and enhanced digital devices and changes in the preferences and needs of consumers and professionalsPros generally, offer new and/or enhanced products and services in response to such trends that resonate with consumers and professionalsPros, monetize products and services for mobile and other digital devices as effectively as our traditional products and services and/or maintain related systems, technology and infrastructure in an efficient and cost-effective manner, our business, financial condition and results of operations could be adversely affected.

In addition, the success of our mobile and other digital products and services depends on their interoperability with various third-party operating systems, technology, infrastructure and standards, over which we have no control. Any changes to any of these things that compromise the quality or functionality of our mobile and other digital products and services could adversely affect their usage levels and/or our ability to attract consumers and professionalsPros, which could adversely affect our business, financial condition and results of operations.

Our success depends, in part, on our ability to access, collect and use personal data about consumers.

We depend on search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple , Meta and FacebooTikTok, to market, distribute and monetize our products and services. Consumers engage with these platforms directly, and as a result, these platforms generally receive personal data about consumers that we would otherwise receive if we transacted with them directly. Certain of these platforms have restricted (and continue to restrict) our access to personal data about users of our products and services obtained through their platforms. In addition, the privacy and data collection policies of certain platforms require users to opt-in to sharing their devices unique identifiers with our businesses, which allow them to recognize a given device and track related activity across applications and websites, primarily for marketing purposes. If these platforms continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services, our abiand/or if a number of users decide not to opt-in to sharing their devices unique identifiers with our businesses, our ability to identify, communicate with, and market to a meaningful portion of our user base may be adversely impacted. If so, our customer relationship management efforts, our ability to identify, target and reach new segments of our user base and the population generally, and the efficiency of our paid marketing efforts could be adversely affected. We cannot

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assure you that search engines, digital app stores, and social media platforms upon which we rely will not continue to limit, eliminate or otherwise interfere with our ability to access, collect and use personal data about users of our products and services. To the extent that any or all of them do so, our business, financial condition and results of operations could be adversely affected.

Our ability to communicate with consumers and professionalsPros via email (or other sufficient means) is critical to our success.

Historically, one of our primary means of communicating with consumers and professionalsPros and keeping them engaged with our products and services has been via email communication. Through email, we provide consumers and professionalsPros with service request and offering updates, as well as present or suggest new products and services (among other things) and market our products and services in a cost-effective manner. As consumers increasingly communicate via mobile and other digital devices and messaging and social media apps, usage of email (particularly among younger consumers) has declined and we expect this trend to continue. In addition, deliverability and other restrictions could limit or prevent our ability to send emails to consumers and professionalsPros. For example, in early 2024, email providers tightened their spam thresholds. Exceeding these more stringent spam thresholds could result in some or all of our emails being delayed or blocked, and therefore less likely to be opened. We cannot assure you that any alternative means of communication (for example, push notifications and text messaging) will be as effective as email has been historically.

Further, consumers also increasingly screen their incoming emails, telephone calls and text messages, including via screening tools and warnings, and, therefore, our professionalsPros and consumers may not reliably receive our communications. A continued and significant erosion in our ability to communicate with consumers and professionalsPros via email could adversely impact the overall user experience, consumer and professionalPro engagement levels and conversion rates, which could adversely affect our business, financial condition and results of operations.

Changes to certain requirements applicable to certain communications with consumers may adversely impact our ability to generate leads for our professionalsPros.

In connection with the marketing of our products and services and efforts to generate leads for our professionalsPros, we have historically relied on our ability (and the ability of our professionalsPros) to communicate with consumers via phone and text, in some cases using automated technology, as have third party affiliates through which we market our products and services. In an effort to reduce robocalls and robotexts, there has been an increased effort by U.S. regulatory authorities and telecommunications carriers to ensure that consumers opt in to receiving certain marketing calls and texts from businesses. To the extent that any regulatory restrictions are implemented, such restrictions could adversely impact consumer engagement levels and consumer conversion in the case of our products and services, which would decrease leads generated on our platforms, as well as our ability to obtain leads through our third party affiliate relationships, which, in turn, could adversely

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affect our business, financial condition and results of operations. Additionally, phone carriers increasingly dictate rules for obtaining consumers consent to receive text messages. This may reduce the number of consumers who opt-in to receiving both marketing and transactional texts from us and our professionalsPros, which could further adversely impact our ability to generate leads for our professionalPros and, in turn, our business, financial condition and results of operations.

There may be adverse tax, legal and other consequences if the contractor classification or employment status of the professionalsPros who use our platform is challenged.

We are particularly sensitive to the adoption of worker classification laws, specifically, laws that could effectively require us to change our classification of certain of our professionalsPros from independent contractors to employees, as well as changes to state and local laws or judicial decisions related to the definition and/or classification of independent contractors. We continue to monitor the worker classification laws to ensure compliance with their laws. If we are required to reclassify professionalsPros from independent contractors to employees and/or their classification is challenged for any reason, we could be exposed to various liabilities and additional costs for prior and future periods, including under federal, state and local tax laws, workers compensation and unemployment benefits, minimum and overtime wage laws, and other labor and employment laws, as well as potential liability for penalties and interest. If the amounts related to such liabilities and additional costs are significant, our business, financial condition and results of operations could be adversely affected. See Note 16Item 8 - Consolidated Financial Statements and Supplementary Data - Note 15 - ContingenciesC.ontingencies to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data."

General Risk Factors

Our brands and businesses operate in an especially competitive and evolving industry.

The home services industry is competitive, with a consistent and growing stream of new products, services and entrants. Some of our competitors may enjoy better competitive positions in certain geographical areas, with certain consumer and professionalPro demographics and/or in other key areas that we currently serve or may serve in the future. Generally, we compete with search engines, online marketplaces and social media platforms that can market their products and services online in a more prominent and cost-effective manner than we can, as well as better tailor their products and services to individual users. Any of these

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advantages could enable these competitors to offer products and services that are more appealing to consumers and professionalsPros than our products and services, respond more quickly and/or cost effectively than we do to evolving market opportunities and trends, and/or display their own integrated or related home services products and services in search results and elsewhere in a more prominent manner than our products and services, which could adversely affect our business, financial condition and results of operations.

In addition, since most of our home services products and services are offered to consumers for free, consumers can easily switch among home services offerings (or use multiple home services offerings simultaneously) at no cost to them. And while professionalsPros may incur additional or duplicative near-term costs, the costs for switching to a competing platform over the long term are generally not prohibitive. Low switching costs, coupled with the propensity of consumers to try new products and services generally, will most likely result in the continued emergence of new products and services, entrants and business models in the home services industry. Our inability to continue to innovate and compete effectively against new products, services and competitors could result in decreases in the size and level of engagement of our consumer and professionalPro bases, any of which could adversely affect our business, financial condition and results of operations.

Our 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.

General economic conditions and other factors, such as consumer confidence in future economic conditions, recessionary concerns, rising interest rates, increased inflation, the availability and cost of consumer credit, levels of unemployment a, tax rates and tax ratesactual or potential tariffs, could result in consumers delaying or foregoing home services projects and/or professionalPros being less likely to pay for consumer matches and subscriptions or spending on marketing and advertising. Ongoing volatility and/or uncertainty related to global economic conditions, including as a result of the geopolitical tensions and conflicts, affect the predictability of our business. Unfavorable economic conditions, volatility and uncertainty could result in decreases in traffic, service requests and directory searches. Any such decreases could adversely impact the number and quality of professionalsPros and/or adversely impact the reach of, and breadth of, our services offerings, any or all of which could adversely affect our business, financial condition and results of operations.

Lastly, given the adverse financial and operational impact we experienced as a result of the coronavirus and measures designed to contain its spread, any future outbreak of a widespread health epidemic or pandemic could adversely impact our ability to conduct ordinary course business activities and employee productivity and increase operating costs. Moreover, we could also experience business disruption if the ordinary course operations of our third-party affiliates, partners and vendors are adversely affected, which could adversely affect our business, financial condition and results of operation.

Our success depends, in substantial part, on our ability to maintain and/or enhance our brands, which could be negatively impacted by various factors.

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We own and operate twohree of the leading home services brands in the United States (Angi , Angies List and HomeAdvisor), as well as leading brands in several foreign jurisdictions.

We believe that our success depends, in substantial part, on our continued ability to build awareness and loyalty to our Angi brand, maintain and enhance our established brands, as well as build awareness of (and loyalty to) our newer brands. Events that could negatively impact our brands and brand-building efforts include (among others): product and service quality concerns; professionalPro quality concerns; consumer and professionalPro complaints and lawsuits; lack of awareness of our policies or confusion about how the policies are applied; a failure to respond to feedback from our professionalsPros and consumers; ineffective advertising; inappropriate and/or unlawful acts perpetrated by professionalPros and consumers; actions or proceedings commenced by governmental or regulatory authorities; and inadequate data protection and security breaches including related bad publicity. Any factors that negatively impact the Angi and/or HomeAdvisor brand(s) could materially and adversely affect our business, financial condition and results of operations.

In addition, trust in the integrity and objective, unbiased nature of the ratings and reviews found across our various brands contributes significantly to public perception of these brands and their ability to attract consumers and professionalsPros. If consumer reviews are perceived as not authentic in general, the reputation and strength of the relevant brand could be materially and adversely affected. While we use, and will continue to use, filters (among other processes) to detect fraudulent reviews, the accuracy of consumer reviews cannot be guaranteed. If fraudulent or inaccurate reviews (positive or negative) increase and we are unable to effectively identify and remove such reviews, the overall quality of the ratings and reviews across our various brands could decrease and the reputation of affected brands might be harmed. This could deter consumers and professionalsPros from using our products and services, which in turn could adversely affect our business, financial condition and results of operations.

We may not be able to protect our systems, technology and infrastructure from cyberattacks or cyberattacks experienced by third parties may adversely affect us.

We are regularly under attack by threat actors through the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and account login

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credentials, and intercept payments intended for legitimate third parties, and other similar malicious activities. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. Our efforts to develop and maintain systems designed to detect and prevent events of this nature from impacting our systems, technology, infrastructure, products, services, payment processes and procedures, and users are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated. There can be no assurance that the systems we have designed to prevent or limit the effects of cyberattacks orr other types of attacks will be sufficient to prevent or detect material consequences arising from such incidents or attacks, or to avoid a material adverse impact on our systems after such incidents or attacks do occur. Despite these efforts, some of our systems have experienced past security incidents and we could experience significant events of this nature in the future.

Any event of this nature that we experience could damage our systems, technology and infrastructure or those of our users, prevent us from providing our products and services, compromise the integrity of our products and services, damage our reputation, erode our brands or be costly to remedy, as well as subject us to investigations by regulatory authorities, fines or litigation that could result in liability to third parties. Even if we do not experience such events directly, the impact of any such events experienced by third parties could have a similar effect. If we were to experience future events involving third-party service providers, the impacts could adversely affect our business, financial condition and results of operations in a significant or material manner. We may not have adequate insurance coverage to compensate for losses resulting from any of these events. If we (or any third-party with whom we do business or on which we otherwise rely) experience(s) an event of this nature, our business, financial condition and results of operations could be adversely affected.

If 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.

We receive, process, store and transmit a significant amount of personal, confidential or sensitive user and subscriber information and, in the case of certain of our products and services, enable users and subscribers to share their personal information with each other. Our efforts to develop and maintain systems designed to protect the security, integrity and confidentiality of this information may not prevent inadvertent or unauthorized use or disclosure, and third parties may gain unauthorized access to this information. When such events occur, we may not be able to remedy them, we may be required by law to notify regulators and impacted individuals and it may be costly to mitigate the impact of such events and to develop and implement protections to prevent future events of this nature from occurring. When breaches of security (ours or that of any third party that we engage to store such information) occur, we could face governmental enforcement actions, significant fines, litigation (including consumer class actions) and the reputation of our brands and business could be harmed, any or all of which could adversely affect our business, financial condition and results of operations. Our insurance coverage for these matters may be insufficient to cover our losses, and in the future, we may be unable to obtain cybersecurity insurance on commercially

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reasonable terms. In addition, if any of the search engines, digital app stores or social media platforms through which we market, distribute and monetize our products and services were to experience a breach, third parties could gain unauthorized access to personal data about our users and subscribers, which could indirectly harm the reputation of our brands and business and, in turn, adversely affect our business, financial condition and results of operations.

The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.

We receive, transmit and store a large volume of personal information in connection with the provision of our products and services. The manner in which we share, store, use, disclose and protect this information is determined by the respective privacy and data security policies of our various businesses, as well as federal, state and foreign laws and regulations and evolving industry standards and practices, which are changing, and in some cases, inconsistent and conflicting and subject to differing interpretations. In addition, new laws, regulations, standards and practices of this nature are proposed and adopted from time to time.

For example, several U.S. territories and all 50 states now have data breach laws that require timely notification to individuals, and at times regulators, the media or credit reporting agencies, if a company has experienced the unauthorized access or acquisition of personal information. Certain states, including but not limited to California, Virginia, Utah, Connecticut, and Colorado, ha have enacted consumer privacy laws that impose disclosure obligations for businesses that collect personal information about residents and afford those individuals additional rights relating to their personal information that may affect our ability to use personal information or share it with our business partners. We will continue to monitor and assess the impact of t These state laws, which s may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business.

Outside of the U.S., data protection laws also apply to some of our oour International operations. For example, the General Data Protection Regulation (the GDPR) in the United Kingdom and the European Union imposes, among other things, strict obligations and restrictions on the collection a, processing, storage and use of U.K. and European Union personal data, a reincluding where such data is processed outside those jurisdictions, a requirement for prompt notice of data breaches in certain circumstances, a requirement for implementation of certain approved safeguards for transfers of personal data to third countries,

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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.

We may be subject to claims of non-compliance with applicable privacy and data protection policies, laws and regulations and industry standards and practices that we may not be able to successfully defend or significant fines and penalties. Moreover, any non-compliance or perceived non-compliance by us (or any third-party we engage to store or process information) or any compromise of security that results in unauthorized access to (or use or transmission of) personal information could result in a variety of claims against us, including governmental enforcement actions, significant fines, litigation (including consumer class actions), claims of breach of contract and indemnity by third parties and adverse publicity. When such events occur, our reputation could be harmed and the competitive positions of our various brands and businesses could be diminished, which could adversely affect our business, financial condition and results of operations. Additionally, to the extent multiple U.S. state (or European Union member-state) laws are introduced with inconsistent or conflicting standards and there is no federal or European Union regulation to preempt such laws, compliance could be even more difficult to achieve and our potential exposure to the risks discussed above could increase.

Lastly, ongoing compliance with existing (and compliance with future) privacy and data protection laws worldwide could be costly. The devotion of significant expenditures to compliance (versus the development of products and services) could result in delays in the development of new products and services, us ceasing to provide problematic products and services in existing jurisdictions and us being prevented from introducing products and services in new and existing jurisdictions, which could adversely affect our business, financial condition and results of operations.

Credit card data security breaches or fraud could adversely affect our business, financial condition and results of operations.

We accept payments (including recurring payments) from professionalsPros 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 professionalsPros and consumers to process payments is critical to our success.

When third parties (including credit card processing companies, as well as any business that offers products and services online or offline) experience a data security breach involving credit card information, affected cardholders will often cancel their credit cards. The more sizable a given affected third-partys customer base, the greater the number of accounts impacted and the more likely it will be that our professionalsPros and consumers would be impacted by such a breach. If such a breach were to impact our professionalPros and consumers, we would need to contact affected professionalsPros and consumers to obtain new payment information. It is likely that we would not be able to reach all affected professionalsPros and consumers, and even if we

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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.

Even if our professionalsPros and consumers are not directly impacted by a given data security breach, they may lose confidence in the ability of providers of online products and services to protect their personal information generally. As a result, they may stop using their credit cards online and choose alternative payment methods that are not as convenient for us or restrict our ability to process payments without significant effort, which could adversely affect our business, financial condition and results of operations.

Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties.

We rely on our systems, technology and infrastructure to perform well on a consistent basis. From time to time in the past we have experienced (and in the future we may experience) occasional interruptions that make some or all of this framework and related information unavailable or that prevent us from providing products and services; any such interruption could arise for any number of reasons. We also rely on third-party data center service providers and cloud-based, hosted web service providers, as well as third-party computer systems and a variety of communications systems and service providers in connection with the provision of our products and services generally, as well as to facilitate and process certain payment and other transactions with users. We have no control over any of these third parties or their operations and the interruption of any of the services provided by these third parties could prevent us from accessing user and subscriber information and providing our products and services. If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our users, such as if third-party service providers are unable to restore operations and data, fail to perform as expected, or experience other unanticipated problems, we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, user dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business. Additionally, if our third-party service providers experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their data privacy or security-related obligations to us, any award may be insufficient to cover our

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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.

The framework described above could be damaged or interrupted at any time due to fire, power loss, telecommunications failure, natural disasters, acts of war or terrorism, acts of God and other similar events or disruptions. Any event of this nature could prevent us from providing our products and services at all (or result in the provision of our products and services on a delayed or intermittent basis) or result in the loss of critical data. Businesses that we acquire may employ cybersecurity controls or information security policies less robust than ours, which may require us to expend additional resources to integrate acquired systems into our own, and which may expose us to heightened risk. The backup systems that we and the third parties upon whom we rely have in place for certain aspects of our respective frameworks may be insufficient for all recovery eventualities. In addition, we may not have adequate insurance coverage to compensate us for losses from a major interruption. When such damages, interruptions or outages occur, our reputation could be harmed and the competitive positions of our various brands and businesses could be diminished, any or all of which could adversely affect our business, financial condition and results of operations.

We also continually work to expand and enhance the efficiency and scalability of our framework to improve the consumer and professionalPro experience, accommodate substantial increases in the number of visitors to our various platforms, ensure acceptable load times for our various products and services, and keep up with changes in technology and user preferences. If we do not do so in a timely and cost-effective manner, the user experience and demand across our brands and businesses could be adversely affected, which could adversely affect our business, financial condition and results of operations.

We depend on our key personnel.

Our future success depends upon our continued ability to identify, hiFurthermore, develop, motivate and retain highly skilled, diverse and talented individuals, particularly in the case of senior leadership. Competition for well-qualified employees across our various businesses has been (and is expected to continue to be) intense, particularly in the case of senior leadership, technology and product development roles, and as our products and service offerings evolve, we must continue to attract new (update and retain existing) employees to compete effectively. While we have established programs to attract new (and retain eadapt our existing) key and other employees, we may not be able to do so in the future. If we fail to retain key and other employees, this could result in the loss of institutional knowledge and the disruption of our day-to-day operations, which could adversely impact the effectiveness of ou technology systems to support these changes. For internal control framework and our ability (and the ability ofstance, our various businesses) to successfully execute long term strategic initiatives and other goals. If we do not ensure the effective transfer of knowledge current efforts to successors and smooth transitions (particularly in the case of senior leadership) by way of tailored succession consolidate onto a single global plans across Angi and our various businesses, our business, financial condition and results of otform require significant operations could be adversely affected.

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Riskal focus Related to Our Current Relationship with IAC

IAC controls our company and will have the ability to control the direction of our business.

As of December 31, 2024, IAC owned all ofand care. As we integrate new functionality into our outstandexisting shares of Class B common stock, and 2,588,180 outstanding shares of the Companys Class A common stock, in total representlegacy systems, modernizing approximately 85.3% of our total outstanding shares of capital stock and approximately 98.3% of the total combined voting power of our outstandthe infrastructure while ensuring capital stock. For so long as IAC owns shares of our capital stock that represent a majoritthe accuracy of the combined voting power of our outstanddata processing capital stock, it will be able tonternal control any corporate action that requires a stockholder vote, s, accounting, and regardless of the vote of any other stockholder (subject to certain limited exceptions for certain class votes). As a result, IAC has (and we expect will continue to have) the ability toulatory compliance can be control significant corporate activities, including:

the election of our board of directors (subjectmplex and resource-intensive. If we are unable to certain provisions of the investor rights agreement between us and IAC) and, through our board of directors, decision-making with respect to our business direction and policies, including the appointment and removal of our officers;

acquisitions or dispositions of businesses or assets, mergerseffectively manage these technology updates, or other business combinations;

issuances of shares of our Class A common stock, Class B common stock and Class C common stock and our capital structure generally;

corporate opportunities that may be suitable for uif our efforts to adapt legacy systems and IAC, subject to the corporate opportunity provisions in our amended and restated certificate of incorporation (as described below);

our financing activitiesre delayed or more difficult than anticipated, including the issuance of debt securities and/or the t could incurrencrease of other indebtedness generally;

stock repurchases or the payment of one-time or recurring dividends; and

the number of shares available for issuance under our equur operational complexity incentive plans.

This voting control will limit tand heighten the ability of other stockholders to influence corporate matters and, as a result, we may take actions that stockholders other than IAC do not view as beneficial. This voting control marisk of errors, which could adversely also discffect ourage transactions involving a change of control of our company, including transact business, financial conditions in which holders of sha and res of our Class A common stock might otherwise receive a premium for their shareults of operations.

Even if IAC owns shares of o

We depend on our capital stock representing less than a majority of the total combined voting power of our outstanding capital stock, so long as IAC owns shares representing a significant percentage of okey personnel.

Our future success depends upon our total combined voconting power, IAC will have the aued ability to substantially influence these significant corporate activities.

In addition, pursuant to the investor rights agreement between us and IAC, IAC has the ridentify, hire, develop, motivate and retain hight to maintain its level of ownership in us to the extly skilled and talent we issue additional shares of our capital stocked individuals, particularly in the future and, pursuant to the employee matters agreement between us and IAC, IAC may receive payment fcase of senior certain compensation expenses through the receipt of addleadership. Competitional shares of our capital stock. For a more co for well-qualified emplete summary ofoyees across our various agreements with IAC, see Note 16Related Party Transactions with IAC to thbusinesses has be consolidated financial statements included in Item 8-Consolidated Financial Statements and Supplementary Data.

Unten (and il such time as IAC no longer controls or has the ability to substantially influence us, we will cs expected to continue to face the risks describedbe) in this Risk Factors section relating to IACs control of us andtense, particularly in the potential conflictscase of interest between us and IAC.

Our amended and restated certificate of incorporation could prevent us from benefiting from certain corporate opportunities.

Our amended and restated certificate of incorporation has a corporate opportunity provision that requires us to renouncesenior leadership, technology and product development roles, any interests or expectancy in corporate opportunities for both us and IAC. This provision also includes a disclaimer that states that we recognize that: (i) any of our directors or officers who are also officers, directors,d we must continue to attract new (and retain existing) employees or other affiliates of IAC or its affiliates (except that we and our subsidiaries are not considered affiliates of IAC or its affiliates for purposes of this provision) and (ii) IAC itself, will have no duty to offer or communicate informationto compete effectively. While we have established programs to attract new (and regarding such corporate opportunities to us. Generally, neitain existing) key and other IAC nor any of our officers or directors who are also officers or directors of IAC or its affiliates will employees, we may not be liable to us or any of our stockholders for breach of any fiduciary duty by reason of the fact that any such person pursues or acquires any corporate opportunity for the account of IAC or any of its affiliates, directdo so in the future. If we fail to retain key and other employees, this could result in the loss or transfers such corporate opportunity to IAC or any of its affiliates or does not communicate information regarding such corporate opportunity to us. This corporate opportunity provision may exacerbate conflicts of interest between us and IAC because tf institutional knowledge and the disruption of our day-to-day operations, which could adversely impact the provision effectively permits any ness of our directors or officers who also serves as a director or officer of IAC to choose to direct a corporate opportunity to IAC insteainternal control framework and of us.

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IACs inteurests may conflict with our interests  ability (and the interestsability of our other stockholders. Conflicts of interest between us and IAC could be resolved in a manner unfavorable to us and our othervarious businesses) to successfully execute long term stockholders.

Various conflicts of interest between urategic initiatives and IAC could arise. As of  othe date of this report, six of our eleven directors are nominated by IAC and four of our eleven directors are current directors or execur goals. If we do not ensure the effective officers of IAC. Ownership intereststransfer of these individuals and IAC in our capital stock and ownership interests of our directors and officers in IAC capital stock, or service by an individual as either a director and/or officer of both companies, could create or appear to create potential conflicts of interest when such individuals are faced with decisions relating to us. These decisions could include:

corporate opportunities;

the impact that operating or capital decisions (including the incurrence of indebtedness) relating to knowledge to successors and smooth transitions (particularly in the case of senior leadership) by way of tailored succession plans, our business may have on IAC's consolidated , financial statements and/or current or future indebtedness (includingcondition and related covenants);

business combinsults of operations involving us;

our dividend and stock repurchase policies;

management stock ownership; and

the intercompany agreements and services between us and IAC.

Potential conflicts of interest could also arise if we decide to enter into new commercial arrangements with IAC in the future or in connection with IACs desire to enter into new commercial arrangements with third parties. Additionally, IAC may be constracould be adversely affected.

Our use of AI and machine learning technologies, combined by the terms of agreements relating to its indebtedness from taking actions, or permitting us to take actions, that may be in our best interest.

Furthermore, disputeswith an uncertain legal and regulatory environment, may arise betweensubject us and IAC relating to our past ato new and ongoevolving relationshipisks, and these potentialwhich conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to: tax, employee benefit, indemnification and other matters arising from the Combinauld adversely affect our business, financial condition; the nature, quality a and pricing of services IAC agrees to provide to us; sales or other disposals by IAC results of all or a portion of its ownership interest in us; and business combinaoperations involving us.

We may not be able to resol have any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated third-party. While we are controlled by IAC, we incorporated, and may not have the leverage to negotiate amendments to our various agreements with IAC (if required) on terms as fav continue to incorporable to us as those we would negotiate with an unaffiliated third-party.

We rely on exemptions from certain Nasdaq corporate governance requirements that provide prote, AI and machine learning tection to stockholders of other companhnologies.

Because IAC owns more than 50% of the combined voting power of o into our outstanding capital stock, we are a controlled company under platforms and othe Marketplace Ruler aspects of The Nasdaq Stock Market, LLC (the Marketplace Rules). Aour business a controlled company, we are exempt from compliance with certain Marketplace Rules related to corporate governancend operations, including that a majority of our board of directors consists of ine dependent directors (as deloyment of a fined in the Marketplace Rules) and that we have a nominating/governance committee composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities.

Accordingly, for so long -tuned large language model that serves 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 governanan interface for service requirements of the Marketplace Rules.

IACs desire to maintests. Certain flexibility with reaspect to its ability to distribute the shares ots of our capital stock it holds on a tax-free basis to its stockholders, and its desire to preserve the ability to maintain taxAI strategy rely on a consolidmbination for U.S. federal income tax purposes, may prevent us from pursuing opportunities to raise capital, acquire other businesses or provide equity incentives to our employees, or otherwise impact our ability to manage our capital structure.

Under current laws, IAC must retain beneficial ownership of at least 80% of our combined voting power and 80% of each class of our non-voting capital stock (if any is outstanding) in order to effect a tax-free distribution of our shares held by IAC to its stockholdof our proprietary domain knowledge libraries and third-party partners. IAC has advised us that it does not have any phips, and as a resent intention or plans to undertake such a tax-free distribution. However, IAC does currently intend to use its majority voting interest to retain its ability to engage inult, we are subject to risks associated with such a transaction. In addition, IAC must maintain ownership of at least 80% of our outstanthird parties, including capital stock in order to maintain tax consolidation with us for U.S. federal income tax purposes. IAC has advised us that it currently intends to take such acpotential service disruptions, or cause the Company to take such actions, as may be necessary in order to preserve tax consolidation. Eachpricing volatility and the failure of these intentions may cause IAC not to support transactions that we wishir safeguards to pursue that involve issuing shares of our capital stock, including for

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caprevent bital-raising purposes, as consideration fased or an acquisition or as equity incentives to our employees, or otherwise impact our overall capital management strategy. Our inability to pursue such transactions, or any reduced flexibilityinaccurate outputs. Because AI technology is still in the management of our capital structure, may adversely affect our business, financial condition and results of operations.

Our agreea nascent stage of developments 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.

Pursuant to our tax sharing agreement with IAC, we generally will be responsible and will be 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 us or any of our subsidiaries to the extent attributable to us or any of our subsidiaries (excluding certain taxes attributable to Angi and its subsidiaries for taxable periods (or portions thereof) ending on or before the , ineffective or inadequate AI development or deployment practices by us or third-party partners could result in negative outcompletion of the Combination), as determined under the tax sharing agreementes. In addition, and (ii) all taxes imposed with respect to any consolidated, combined, unitary or separate tax returns of ours or any of our subsidiaries. To the extent IAC y latency, disruption or fails to pay taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or one of its subsidiaries that includes us ure in our AI systems or any of our subsidiaries, the relevant taxing authority could seek to collect such taxes (including taxes for which IAC is responsible under the tax sharing agreement) from us or our subsidiaries.

Under the tax sharing agreement, we generally will be responsible finfrastructure could result in delays or any taxes and related amounterrors imposed on IAC or us (or our respective subsidiaries) that arise from the failurn our product and service of a future spin-off of IACs retained interest in us to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 368(a)(1)(D)ferings. Developing, testing and/or Section 355 of the Internal Revenue Code of 1986, as amended (the Code), to the extent that the failure to so qualify is attributable to: (i) a breach of the relevant representations and covenants made by us in the tax sharing agreement (or an deploying resource-intensive AI systems may representation letter provided in support of any tax opinion or ruling obtained by IAC with respect to the U.S. federalquire additional investment and income tax treatment of such spin-off), (ii) an acquisition of ose our costs. Our equity securities or assets or (iii) anycompetitors and other action or inaction by us after any such spin-off.

To preserve the tax-free treatment of any potential future spin-off by IAC of its interest in us,third parties may incorporate AI into the tax sharing agreement restriir products us and our subsidiaries, for the two-year period following anymore quickly or more such spin-off (except in specific circumstances), from: (i) entering into ancessfully transaction pursuant tohan us, all of which shares of our capital stock wocould be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of our capital stock, (vi) actions and inactions that are inconsistent with representations or covenants in aimpair our ability to compete effectively. Any tax opinion or private letter ruling document or (vii) ceasing to engage in any active trade or business as defined in the Code. The indemnity obligations and other limitations under the tax sharing agreement couldof the foregoing may decrease demand for our products or have an adverse effect on orm our business, financial condition and results of operations.

Future sales or distributions of shares of our capital stock by IAC could depress the price of our Class A common stock.

IAC has the right to sell or distribute to its stockholders all or a portion of the shares of our cThe legal and regulatory landscape surrounding AI technologies is rapital stock that it holds. Although as of the date of this report IAC has advised us that it does not have any present intention or plans to undertake such a sale or distribution, sales by IAC in dly evolving, and we expect an increase in the public market or distributions to its stockholders of substantial amountsregulation of our capital stock (shares of Class B common stock or Class A common stock) could depress the price the use of our Class A common stock. In addition, IAC has the right, subject to certain conditions, to require us to file registration statements covering the sale of the shares of our capital stock it holdsAI in products and services. Compliance with new or to include such shares in other registration statements that we may file. If IAC exercises thesechanging laws, registrulation rights and sells alls, or a portion of the shares of our capital stock it holds, the price of our Class A common stock could decline.

The services that IAC providesindustry standards relating to usAI may not be sufficient to meet our needs.

We expect IAC to continue to provide us with corporate and shared services related to corpoimpose significant operate functions, such as executive oversight, risk management, information technology, accounting, audit,al costs and expose us to legal, invest liability or regulations, tax, treasury and other servicesory risk, in exchange for the fees scluding with respecified int

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to the services agreement between us and IAC. Since the services agreement automatically renews for one (1) year periods for as long as IAC holds a majorird-party intellectual property, privacy, publicity of the outstanding shares of our common stock, we may not be able to modify , contractual or othese services in a manner desirable to us as a standalone public company. Although we intend to replace portions of the services currently provided by IAC, we may not be able r rights. Failure to appropriately respond to perform these services ourselves this evolving land/or find appropriate third parties to do so at a reasonable cost (or at costs at or below those charged by IAC), which could adverselscape may result in legal liability, regulatory affect ouction or business, financial conditionrand and results of operputationsal harm.

Risks Related to Our Indebtedness

We may not be able to generate sufficient cash to service our indebtedness.

Our 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.

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We may not be able to generate sufficient cash flow from our operations to meet our scheduled debt obligations. If so, we could be forced to reduce or delay capital expenditures, sell assets or seek additional capital in a manner that complies with the terms (including certain restrictions and limitations) of our current indebtedness. If these efforts do not generate sufficient funds to meet our scheduled debt obligations, we would need to seek additional financing and/or negotiate with our bondholders to restructure or refinance our indebtedness. Our ability to do so would depend on the condition of the capital markets and our financial condition at such time. Any such financing, restructuring or refinancing could be on less favorable terms than those governing our current indebtedness and would need to comply with the terms (including certain restrictions and limitations) of our existing indebtedness.

Risks Related to Ownership of Our ClaOur current and future indebtedness A Common Stock Before the Distribution

The multiclass structure of our capitmay limit our flexibility in obtaining additional stock has financing and in pursuing othe effect of concentr business opportunities or operating voting control with IAC and limiting the abilitactivities.

In August 2020, ANGI Group, LLC, a direct wholly owned subsidiary of holders of our Class A common stock to influence corporate matters.

Each share of our Class B common stock has ten vAngi (ANGI Group), issued $500.0 million aggregate principal amount of 3.875% senior notes per share and each share of our Class A common stock has one vdue August 2028 (the ANGI Group Senior Note per share. As of Deces). In November 31, 2024, IAC owned all of our outstanding shares of Class B common stock, and 2,588,180 outstanding shares of the Companys Class A common stock,5, ANGI Group entered into a credit agreement providing for a senior secured revolving facility in total representing approximately 85.3%an aggregate principal amount of our total outstan $175.0 million, including sharesa letter of capital stock and approximately 98.3% of redit sublimit of up to $25.0 million (the total combined voting power of ourRevolving Facility). As of December 31, 2025, we had no outstanding capital stock. Due to trevolving loans under the ten-to-one votRevolving ratio between our Class B common stock and Class A common stock, IAC (and any future holders of our Class B common stock, collecFacility.

The Revolving Facility contains various restrictively) will continue to control a substantial majority of  covenants, including, among othe combined votr thing power of our capital stock. Thiss, affirmative concentrated control will significantly limitvenants relating to the ability of holdersprovision of our Class A common stock to influence matters submitted to our stockholders for approval.

The differeperiodic financial statements, compliance in the voting rights of our Class B common stockcertificates and Class A common stock may harm the value and liquidity other notices, payment of our Class Ataxes and common stock.

This differempliance in voting rights between our Class B common stockwith laws, and Class Anegative common stock could harm venants, including, among othe value of our Class A common stock to the extentrs, restrictions on that anye investor or potential future purchasercurrence of our Class A common stock ascribes value to the right of the holders of our Class B common stock to ten votes per share. The existence of two classes of common stock with different voting rights could result in less liquidity for our Clcertain indebtedness, granting of liens, certain affiliate transactions, mergers dissolutions and ass A common stock than if there were only one class of common stock, whichet sales and a total net leverage ratio financial could adversely affect tvenant. The price of our Class A common stock.

Tindentures governing the Delaware General Corporation Law andANGI Group Senior Notes contain certain provisionsnegative covenants, in our amended and restated certificate of incorporationcluding a limitation on liens and bylaws may discourage, delay or prevent a change of controa limitation on merger, sale and disposal of our company and/or changes in our management.

The Delaware General Corporation Law (the DGCL) and our amended and ANGI Groups assets. Under the terms of these covenants, we may be restaricted certificate of incorpofrom engaging in business or operation and bylaws contain provisionng activities that could discourage, delmay or prevent a change in control of our Company and/or changes in our management that our stockholders may deem advtherwise improve our business or from financing future operations or capital needs. Failure to comply with certain covenantageous, including provisions that: (i) authorize the issuance of blank check preferred stock, which our board of directors could issue to discourage a takeover attempt; (ii) limithe financial covenant, if not cured or waived, will result in an event of default the ability of our stockholders to call special meetingsat could trigger acceleration of stockholders; and (iii) provide that our board of directors is expressly authorized to make,our indebtedness, which would require us to repay alter or repeal our bylaws.

Any provision of the DGCL or our amended and restl amounts owed and could have a mated certificate of incorporation and bylaws that has rial adverse impact on our business. In addition, the effect of delayRevolving or deterringFacility has a changefloating in control could limit the opportunity for our stockholders to receive a related terest rate that is based on variable and unpremium for their Class A common stockdictable U.S. and international economic risks and could also affect the price that some investors aruncertainties. If we willingere to pay for our Class A common stock.

Tdraw on the choice of forum provision in our amended and Revolving Facility, any increase in interest rated bylaws could limits, as has occurred in the abilitpast and may of occur stockholders to obtain the judicial forum of their choice for certain disputes.

Our amended and restated bylaws provide that unless we consent in writing toin the future, may negatively impact our financial results.

In addition, the Revolving Facility is secured by a first priority pledge of the selection of an alternative forum, a state court within the Stequity securities owned by ANGI Group and ANGI Groups wholly-owned mate of Delaware (or, if no state court located within Delaware has jurisdicrial U.S. subsidiaries (the Subsidiary Guarantors), subject to customary exception, the federal district court for the District of Delaware) will be the sole and exclusive forum for s, and first priority security interests in substantiall of the following actions: (i)y all current any derivative action or proceeding brought on our behalf, (ii)d after-acquired tangible any action asserting a claim for (or based on brd intangible personal property of ANGI Group and each of) fiducSubsidiary duty owed by any of our current or former directorGuarantor, in each case, subject to customary exclusions, officers or other employees to us or to our stockholders, (iii) any acpermitted liens and other agreed limitation asserting a claim against us or any of os.

Our ability to service our current or former directors, officers or other employees pursuant to and future debt can be impacted by events beyond our control, and we may be unable to do so. Upon the DGCL, our certificatoccurrence of incorporation or  an event of default, our bylaws, (iv) any action asserting a claim relatinglenders and/or noteholders could elect to or involving us that is governed by declare all amounts outstanding under the internal affairs doctrine or (v) any action asserting an internal corporate claim (as defined underapplicable debt agreements to be immediately due and payable. In addition, our lenders would have the DGCL). This choice of forum right to provision may limiceed against the ability of our stockholders to bring claims in a judicial forumssets we provided as collateral in respect of that they find favorable for disputes with us oe Revolving Facility. If the debt under our current or former directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find our choice of forum provision to be inapplicable or unenforceredit agreement were to be accelerated, we may not have sufficient cash on hand or be able in an action, we could incur additional coststo sell sufficient associated with resolving such action in other jurisdictionsets to repay it, which cwould harmve an immediate adverse effect on our business, results of o and operations, and financial conditionng results.

Risks Relating to the Distribution

Some or all of the expected benefits of the Distribution may not be achieved.

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The full strategic and financial benefits expected to result fromlated to the Distribution may not be achieved, or such benefits may be delayed or may never occur at all. The Distribution ifollowing are certain benefits expected to providefrom the following benefits to us, among othersDistribution:

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enabling us to allocate our financial resources to meet the unique needs of our businesses and to implement our own optimal capital structure tailored to itsour strategy and business needs;

greater flexibility to raise equity capital needed to fund growth, including by using our stock as equity currency to make strategic acquisitions and for employee compensation;

a potential increase in our equity value, including through the elimination of IAC, our controlling stockholder; and

the potential to attract new investors and expanded coverage by equity research analysts, which increase, if realized, could provide us with a more efficient equity currency for acquisitions and employee compensation;

providing our management team with undiluted focus on our specific operating and strategic priorities and customer requirements and streamlined decision-making; and

an ability to select a board of directors with the right mix of experience, skills and other qualifications to oversee our operations as an independent companyon.

We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the possibility that the Distribution will not be completed, (ii) we will be more , our increased susceptibleility to market fluctuations and other adverse events following theas an independent consummation of the Distribution, (iii)mpany and the risk of litigation, injunctions or other legal proceedings relating to the Distribution and (iv) consummation of the Distribution will require significant amounts of management time and effort, which may divert management attention from operating and growing our businessn. If we fail to achieve some or all of the benefits expected to result from the Distribution, or if such benefits are delayed, our business, financial condition and results of operations could be materially and adversely affected.

If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, IAC, AAngi and their respective stour stockholders could suffer material adverse consequences.

It is a condition to the completion of the Distribution that IAC received an opinion of its outside counsel satisfactory to the IAC board of directors, among other things, regarding the qualification of the Distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) of the Code. The opinion of counsel will be bas based upon and rely upon, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of IAC and the Company, including those relating to the past and future conduct of their businesses. If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if any of the representations or covenants contained in any of the applicable agreements or in any document relating to the opinion of counsel are inaccurate or not complied with by IAC, the Company or any of their respective subsidiaries, the opinion of counsel may be invalid and the conclusions reached therein could be jeopardized.

Notwithstanding receipt of the opinion of counsel regarding the Distribution, the U.S. Internal Revenue Service (the IRS) could determine that the Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which the opinion of counsel was based are inaccurate or have not been complied with. TMoreover, even if the opinforegoing representations, assumption os or undertakings are accurate and have been complied with, the opinion of counsel remerely represents the judgment of such counsel and is not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinion of counsel. Accordingly, notwithstanding receipt by IAC of the opinion of counsel, there can be no assurance that the IRS will not assert that the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail with such a challenge, IAC and the Company and their respective stour stockholders could suffer material adverse consequences.

If the Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) of the Code, in general, for U.S. federal income tax purposes, IAC would recognize a taxable gain as if it had sold its Angi Class A common stock in a taxable sale for its fair market value. In such circumstance, holders of IAC common stock who received Angi Class A common stock in the Distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. Even if the Distribution were otherwise to qualify as a tax-free transaction under Section 355(a) of the Code, the Distribution may result in taxable gain to IAC, but not its stockholders, under

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Section 355(e) of the Code if the Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in IAC or the Company. For this purpose, any acquisitions of IAC stock or Angi stock within the period beginning two years before, and ending two years after, the Distribution are presumed to be part of such a plan, although IAC or the Company may be able to rebut that presumption (including by qualifying for one or more safe harbors under applicable Treasury Regulations).

Under the existing tax sharing agreement, the Company generally is required to indemnify IAC for any taxes resulting from the failure of the Distribution to qualify for the intended tax-free treatment (and related amounts) to the extent that the failure to so qualify is attributable to: (i) an acquisition of all or a portion of the equity securities or assets of the Company, whether by merger or otherwise by any person (and regardless of whether Angi participated in or otherwise facilitated the acquisition), (ii) other actions or failures to act by the Company or (iii) any of the representations or undertakings made by the Company in any of the documents relating to the opinion of counsel being incorrect or violated. Any such indemnity obligations could be material and the satisfaction of such indemnification obligations could have a material adverse effect on our financial condition, results of operations and cash flows.

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The may not bedesired tax treatment of the Distribution limits our ableility to engage in desirable capital-raising or strategic transactions following , share repurchases and othe Distribur transactions.

Under current U.S. federal income tax law, a distribution that otherwise qualifies for tax-free treatment can be rendered taxable to the distributing corporation and its stockholders as a result of certain post-distribution transactions, including certain acquisitions of shares or assets of the corporation the stock of which is distributed. To preserve the tax-free treatment of the Distribution, the tax sharing agreement imposes certain rrestrictions on the Company and itss us and our subsidiaries during, for the two-year period following the Distribution (including restrictions on share issuances and repurchases, business combinations, sales of assets and similarexcept in specific circumstances), from: (i) entering into any transactions). The tax sharing Agreement also prohibits the Company from taking or failing to take any action that co pursuant to which shares of our capital stock would reasonably be expectbe acquired to prevent the Distribution from qualifyabove a certain threshold, (ii) merging as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code. These , consolidating or liquidating, (iii) selling or transferring assets above certain threstrictions may limit the ability of the Company to pursueholds, (iv) redeeming or repurchasing stock (with certain equity issuancexceptions, strategic transactions,including repurchases or other transactions that it may otherwise believe to be in the best interests of its of certain limited amount of our capital stockholders or that might increase), (v) altering the value of its business.

The Distribution may be abandoned by IAC at any time prior to compleoting rights of our capital stock, (vi) action, and is subject to certain closing condis and inactions that, if not satisfied or waived, will result in the Distribution not being completed.

The IAC board of directors may abandon the Distribution at any time prior to are inconsistent with representations or completion. Ivenants in addition, the completny tax opinion of the Distribution is subject to the satisfaction (or waiver) of a number of conditions, includr private letter ruling the final approval of the IAC board of directors. Some of the conditions to the completion of the Distribution are outside of the Compdocument or (vii) ceasing to engage in anys control. If any condition to the closing of the Distribution is not satisfi active trade or business as defined or waived, or if in the IAC board of directors otherwiCode. These determines to abandon the Distriburestriction, the Distribution will not be completed.

If IAC does not complete the Distribution, the market price of IAC or the Companys securities may fluctuate to the extent that the current market prics may limit our ability to pursue certain equity issuances, strategic transactions, share repurchases of those securities reflect a market assumpr other transactions that the Distribution will be completed. The Company will alsowe may otherwise be obligatedlieve to pay certabe in legal and accounting fees and related expenses in connection with the Distribution, whetherthe best interests of our stockholders or not the Distribution is completed. In addition, tthat might increase the Company has expended, and will continvalue to expend, management resof ources in an effort to complete the Distribution business.

After the Distribution, actual or potential conflicts of interest may develop between theour management and directors of IAC, on the one hand, and Companythe management and directors of IAC, on the other hand.

After the completioCertain of the Distribour directors and execution, the ve officers and management and directors of IAC and the Company may oown capital stock of both companies, and certain members of IAC s former senior management team may continue tocurrently serve as directors of the Company after the Distributionour board of directors. For example, Mr. Levin, who is the current, and following the Distribution will be the forformer, Chief Executive Officer of IAC, willcurrently serves as our Executive Chairman of Angi following the Distribution. This overlap could create (or appear to create) potential conflicts of interest when directors and executive officers affiliated with both companies face decisions that could have different implications for IAC and the Companyus. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between IAC and the Companyus regarding the relationship between IAC and the Company followterms of the agreements governing the Distribution and our relationship with IAC thereafter, including any commercial agreements between the parties or their respective affiliates. Potential conflicts of interest could also arise if IAC and the Company we enter into any commercial arrangements in the future.

with IAC or the Company may fail to perform underin the agreements between them and the Company may be unable to replace some of these agreementsfuture.

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IAC and the Company are party to a number of agreements that either include obligan connections relating to with the Distribution, will be amended in connection with the Distribution or will survive the completion of the Distribution in accordance with their terms. Each party will rely on the other to satisfy its performance obligations under these agreements. If either party is unablegreed to indemnify IAC for certain liabilities, and if we are required to satisfy its obligations pay under these agreements, including its indindemnification obligations, it could have a material adverse effect on the other partys business, ties to IAC, our financial condition and results of operations.

In addition, the Company may could be required to enter into new agreements or assume the responsibilitnegatively if and when certain of these agreements with IAC terminatempacted. We cannot assure you that the economic terms of the new arrangements will be similar to those under our current arrangements withhile IAC. If we are unable to renew or replace such arrangements on a comparable basis, our business, financial condition and results of operations may be materially and adversely affec is also obligated.

In connection with the Distribution, IAC will in to 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 theseit may not be able to fully satisfy its indemnities to IAC, our financial results could be nefication obligatively impactedions.

Certain of the Ccontribution Aagreements require each of IAC and the Company to indemnify the other for certain liabilities. Any amounts we are required to pay pursuant to these indemnification obligations and other liabilities could require us to divert cash that would otherwise have been used in furtherance of our operations. Further, the indemnity from IAC may not be sufficient to protect us against the full amount of such liabilities, and IAC may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from IAC any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could have a material adverse effect on our business, financial condition and results of operations.

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 foFollowing the Distribution.

Currently, IACs businesses share certain economies of scale in costs, human capital, vendor relationships and customer relationships with our businesses. While we expect to enter into third party agreements with respect to these matters after the Distribution, those arrangements, we rely on IAC to provide certain services, and we may not fully capture the benefits that our businesses currently enjoy as a result of IACs majority ownership. The loss of these benefits as a consequence of the Distribution could have an adverse effect on our business, financial condition and results of operations.

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 be unable to replace such services on favorable terms, or at all, when the new arrangements may be less favorable to us.

IAC and the Company are party to a services agreement. In connection with terminates.

Following the Distribution, we anthe Company and IAC anticipate that we will updated the schedule of services under the existing sservices agreement toexecuted provide that followingior to the Distribution, pursuant to which IAC will agreed to provide us, for a fee, specified support services related to corporate functions for various terms following the Distribution (not to exceed one year), such as information security, legal, finance, human resources, tax, treasury services and participation in IACs U.S. health and welfare, 401(k) and flexible benefits plans. As eachsome of the foregoing services terminated, we will be required to ententered into new agreements or assumed the responsibility for such functions. For certain other into new agreements or assume the responsibiliservices, including, but not limited to, maintenance and support of shared financial systems, the Company and IAC have extended the term until March 31, 2026. As each of such remaining services terminates, we will be required to either develop internal capabilities or enter into new agreements with third-party for tproviders to assume these functions. We cannot assure you that the economic terms of the new arrangements will be similar to those under our current arrangements with IAC. If we are unable to renew or replace such arrangements on a comparable basis, our r if we experience difficulties in transitioning these functions to ourselves or other third parties, our business, financial condition and results of operations may be materially and adversely affected.

The 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.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Distribution. Any litigation or investigation relating to the

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Distribution against us or IAC, whether or not resolved in either partys favor, could result in substantial costs and divert managements attention from other business concerns, which could adversely affect our business, financial condition and results of operations and the ultimate value of our Class A common stock.

Risks 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 market prior to the Distribution.

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If the Distribution is completed, holders of IAC common stock e and IAC Class B common stock will receive shares of our Class A common stock. The prices at which shares of our Class A common stock may trade at post-Distribution are unpredictable. The market value of one share of our Class A common stock following the Distribution may be less than, equal to or greater than the market value otrading volume of one share of our Class A common stock prior to the Distribution.

Additionally, the value of shares of our Class A cCommons stock may be negatively impacted by a number of factors after the completion of the Distribution. Some of these matters are described in these risk factors, and others may or may not have been identified by us prior to the completion of the Distribution, and many of them are not within our control.

The market price and trading volume of our Class A common stock ma Stock may be volatile and may face negative pressure.

We cannot accurately predict how our investors will behave after the Distribution. The market price for ourof shares of Class A common stock following the Distribution may be more volatile than the market price of our our Class A common stock before the Distribution. The market price of shares of our Class A cCommon sStock could fluctuate significantly for many reasons, including the risks identified in this annual report or reasons unrelated to our performance. Among the factors that could affect the stock price of our Class A cCommon sStock are:

actual or anticipated fluctuations in operating results;

changes in earnings estimated by securities analysts or in our ability to meet those estimates;

the operating and stock price performance of comparable companies;

changes to the regulatory and legal environment under which we operate;

changes in relationships with significant customers; and

domesticU.S. and worldwide economic conditions.

These factors, among others, may result in short- or long-term negative pressure on the value of our Class A common stock.

Substantial sales of our Class A cCommon stock following the Distribution, or the perception that such sales might occur, could depress the market price of our Class A common stock.

Holders of IAC common stock or IAC Class B common stock may not wish to continue to hold the shares of our Class A common stock that they will receive as a result of the Distribution, which may lead to the disposition of a substantial number of shares of our Class A common stock following the Distribution. There is no assurance that there will be sufficient buying interest to offset any such sales, and, accordingly, the price of our Class A common stock may be depressed by those sales, or by the perception that such sales may occur, and have periods of volatility.

After the Distribution, our Class A common stock may not qualify for investment indices. In addition, our Class A common stock may fail to meet the investment guidelines of institutional investors. In either case, these factors may negatively impact the price of our Class A common stock and may impair our ability to raise capital through the sale of securities.

Some of the holders of IAC common stock are index funds tied to Nasdaq or other stock or investment indices, or are institutional investors bound by various investment guidelines. Companies are generally selected for investment indices, and in some cases selected by institutional investors, based on factors such as market capitalization, industry, trading liquidity and financial condition. Following the Distribution, our Class A common stock may not qualify for those investment indices. In addition, shares of our Class A common stock that are received in the Distribution may not meet the investment guidelines of some institutional investors. Consequently, these index funds and institutional investors may have to sell some or all of the shares of our Class A common stock they receive in the Distribution, and the price of shares of our Class A common stock may fall as a result. Any such decline could impair our ability to raise capital through future sales of securities.Stock.

We do not expect to declare any regular cash dividends in the foreseeable future.

We do not expect to pay cash dividends on our capital stock in the near term. Instead, we anticipate that our future earnings will be retained to support our operations and to finance the growth and development of our business. Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including:

our historical and projected financial condition, liquidity and results of operations;

our capital levels and needs;

tax considerations;

any acquisitions or potential acquisitions that we may consider;

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statutory and regulatory prohibitions and other limitations;

the terms of any credit agreements or other borrowing arrangements that will restrict our ability to pay cash dividends;

general economic conditions; and

other factors deemed relevant by our board of directors.

In the absence of dividends, investors may need to rely on sales of their shares of our Class A cCommon sStock after price appreciation, which may never occur, as the only way to realize any future gains.

Provisions 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 cCommon sStock.

The DGCL and our certificate of incorporation and bylaws currently contain provisions, and will be amended in connection with the Distribution to include provisions, ththat could discourage, delay or prevent a change in control, or changes in management that stockholders may deem advantageous, and provisions which:

provide that, from and after the completion of the Distribution until our 2032 meeting of stockholders, our board of directors will be divided into classes, which could have the effect of making the replacement of incumbent directors more time-consuming and difficult;

provide that, as long as our board of directors is classified, members of our board of directors can be removed by stockholders only for cause;

provide that holders of our Class A cCommon sStock will not have the right to act by written consent following the Distribution;

provide that vacancies on our board of directors may be filled only by the remaining directors following the Distribution;

provide that, after the Distribution,  we will be subject to the Delaware statute governing business combinations with interested stockholders;

authorize the issuance of blank check preferred stock or authorized but unissued shares of Class B cCommon sStock and/or Class C cCommon sStock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

provide that our board of directors is expressly authorized to make, alter or repeal the bylaws;

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provide that there will not be cumulative voting on the election of directors; and

establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors.

Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying, deterring or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Class A cCommon sStock, and could also affect the price that some investors are willing to pay for such shares.

Our 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.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state court located in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for:

any derivative action or proceeding brought on behalf of the Company;

any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Company to the Company or its stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty;

any action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws;

any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; and

any action asserting an internal corporate claim, as that term is defined in Section 115 of the DGCL.

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The exclusive forum provisions do not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended. The enforceability of similar exclusive forum provisions in other companies organizational documents has been challenged in legal proceedings, and it is possible that a court could find the exclusive forum provisions in our bylaws to be inapplicable or unenforceable.

These exclusive forum provisions may limit a stockholders ability to bring a claim in a judicial forum that such stockholder may find favorable for disputes with the Company or its directors, officers or employees, and may discourage lawsuits with respect to such claims and may increase the costs to bring such claims. Alternatively, if a court were to find these exclusive forum provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above for each company, the applicable company may incur additional costs associated with resolving such disputes in other jurisdictions, which could have an adverse impact on the applicable companys business and financial condition.

If securities or industry analysts do not publish research or publish unfavorable research about us, the price and trading volume of our Class A cCommon sStock could decline.

The trading market for our Class A cCommon sStock is, and will continue to be, influenced by the research and reports that industry or securities analysts publish about us and our business. If one or more of these analysts ceases coverage, or fails to publish reports about the applicable company regularly, we could lose visibility in the financial markets, which in turn could cause our stock price and/or trading volume to decline. Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover us may change their recommendations, and the stock price could decline.