ANGI Angi Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): March 24, 2025

 

Angi Inc.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

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

 

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

 

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

 

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

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

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

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

 

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

 

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Class A Common Stock, par value $0.001	ANGI	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

 

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

 

Emerging growth company ¨

 

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

 

 

 

Item 3.03.

Material Modification to Rights of Security Holders.

 

The information set forth under Item 5.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.03.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Angi Inc. (the “Company”) has filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which became effective as of 12:01 a.m. Eastern Time, on March 24, 2025 (the “Effective Time”), to effect the Company’s previously announced 1-for-10 reverse stock split (the “Reverse Stock Split”) of the shares of outstanding Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”), and Class B common stock, par value $0.001 per share, of the Company (“Class B Common Stock”).

 

As previously disclosed, the Reverse Stock Split was previously approved by the Board of Directors of the Company (the “Board of Directors”) and by the requisite stockholders, as described in the Information Statement on Schedule 14C (the “Information Statement”) filed by the Company with the Securities and Exchange Commission on February 18, 2025, and the effective date of the Reverse Stock Split was previously approved by the Board of Directors on March 6, 2025.

 

At the Effective Time, every 10 shares of Class A Common Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time were automatically combined into one share of Class A Common Stock or Class B Common Stock, respectively, subject to the treatment of fractional shares. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have otherwise resulted from the Reverse Stock Split will be settled in cash. Proportional adjustments are being made to the number of shares of Class A Common Stock subject to outstanding equity awards of the Company, as well as the applicable exercise price. The Company’s authorized shares of Class A Common Stock and Class B Common Stock, and the par value of each share of Class A Common Stock and Class B Common Stock, were unchanged by the Reverse Stock Split.

 

The Class A Common Stock began trading on the Nasdaq Global Select Market on a split-adjusted basis at the opening of trading on March 24, 2025. The ticker symbol for Class A Common Stock remains “ANGI.” The new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 00183L201.

 

The foregoing description of the Amendment and the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Information Statement. A copy of the Amendment is being filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No.		Description of Exhibit
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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

 

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

 

Date: March 24, 2025

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ANGI INC.

 

Pursuant to Section 242 

of the General Corporation Law of the State of Delaware

 

Angi Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

 

1.             The following new paragraph is added to the end of the first paragraph of Article IV of the Restated Certificate of Incorporation of the Corporation:

 

“Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Split Effective Time”), (i) each 10 shares of Class A common stock issued and outstanding or held by the Corporation in treasury immediately prior to the Split Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined into 1 fully paid and nonassessable share of Class A common stock and (ii) each 10 shares of Class B common stock issued and outstanding or held by the Corporation in treasury immediately prior to the Split Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and into 1 fully paid and nonassessable share of Class B common stock (collectively, the “Reverse Split”). There shall be no fractional shares of Class A common stock or Class B common stock issued in connection with the Reverse Split. In lieu thereof, (i) all fractional shares otherwise issuable to holders of record of Class A common stock in the Reverse Split shall be aggregated and sold as soon as practicable after the Split Effective Time on the basis of prevailing market prices of the Class A common stock at the time of sale, and (ii) all fractional shares of Class B common stock otherwise issuable to the holders of record of Class B common stock in the Reverse Split shall be reclassified into the same fractional share of Class A common stock and thereafter aggregated and sold on the basis of prevailing market prices of the Class A common stock at the time of sale. After such sale, the net proceeds derived from the sale of fractional interests will be distributed to holders of record who would otherwise have been entitled to receive fractional shares of Class A common stock or Class B common stock pro rata based on their fractional interests. From and after the Split Effective Time, each book-entry share or certificate, as applicable, representing Class A common stock or Class B common stock issued and outstanding immediately prior to the Split Effective Time shall thereafter represent the number of whole shares of Class A common stock or Class B common stock, as applicable into, which such shares have been reclassified at the Split Effective Time pursuant to Reverse Split. For purposes of determining fractional shares pursuant to the Reverse Split, holders of record shall mean registered holders and such other holders of Class A common stock as the Corporation determines to treat as holders of record for purposes of the Reverse Split.”

 

 

2.             The foregoing amendment to the Restated Certificate was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

3.             This Certificate of Amendment, and the amendments effected hereby, shall become effective at 12:01 a.m. Eastern Time on March 24, 2025.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation on this 21^st day of March, 2025.

 

	ANGI INC.
	By:	/s/ Shannon M. Shaw
		Name: Shannon Shaw
		Title: Chief Legal Officer & Secretary

 

v3.25.1

Cover	Mar. 24, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 24, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-38220
Entity Registrant Name	Angi Inc.
Entity Central Index Key	0001705110
Entity Tax Identification Number	82-1204801
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3601 Walnut Street
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80205
City Area Code	303
Local Phone Number	963-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	ANGI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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