Form 8-K

8-K — Angi Inc.

Accession: 0001104659-26-109801

Filed: 2026-09-23

Period: 2026-09-22

CIK: 0001705110

SIC: 7310 (SERVICES-ADVERTISING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625987d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625987d1_ex99-1.htm)

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0001705110

2026-09-22

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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):

September 22, 2026

Angi Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38220

82-1204801

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3601

Walnut Street, Suite 700

Denver, CO

80205

(Address of principal executive offices)

(Zip Code)

Company’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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2026,

Angi Inc. (“Angi” or the “Company”) announced that Jeffrey W. Kip ceased to serve as Chief Executive

Officer of the Company and as a member of the board of directors of the Company (the “Board”), effective as of September

22, 2026 (the “Separation Date”). Mr. Kip will remain as a non-employee advisor to the Company until March 22, 2027.

In connection with Mr. Kip’s transition, the Board appointed Michael Steib, a non-employee member of the Board, to succeed Mr. Kip

as the Company’s Chief Executive Officer, effective as of the Separation Date. In addition, the Company announced that effective

as of September 22, 2026, Joseph Levin, current Executive Chairman of the Board, stepped down as Executive Chairman of the Board and as

an executive officer of the Company. Mr. Levin will continue to serve as Chairman of the Board and an employee of the Company. In connection

with these transitions, the size of the Board was reduced by one to consist of nine members.

Mr. Steib, age 50, has

been a member of the Board since August 2026. Mr. Steib served as President and Chief Executive Officer and a member of the board of directors

of TEGNA Inc. (NYSE: TGNA) (acquired by Nexstar Media Group), a local media and technology company, from August 2024 to May 2026. Prior

to joining TEGNA, Mr. Steib served as Chief Executive Officer and a member of the board of directors of Artsy, Inc., an online marketplace

for fine art, from July 2019 to June 2024. From July 2013 to January 2019, Mr. Steib served as Chief Executive Officer of XO Group Inc.

(NYSE: XOXO), the parent company of The Knot Inc., a digital wedding planning platform and local vendor marketplace. Prior to that, Mr.

Steib served as Chief Executive Officer of Vente Privee USA, a joint venture between American Express and Veepee, a European e-commerce

company, from July 2011 to March 2013, and held various executive positions at Google Inc. (now Alphabet Inc.) from January 2007 to July

2011, and at NBC Universal, a media and entertainment conglomerate, from April 2001 to January 2007. Mr. Steib also served as a member

of the board of directors of Ally Financial Inc., a digital financial services company, from July 2015 to March 2024 and has served as

chairman of the board of three non-profits: Change.org, Literacy Partners, and Career Gear. He is a published author and former podcast

host on leadership and professional development and holds B.A. degrees in economics and international relations from the University of

Pennsylvania.

In connection with these

transition matters, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Kip and an

employment agreement (the “Employment Agreement”) with Mr. Steib, in each case, dated as of September 22, 2026. The

material terms of these agreements are described below.

Separation Agreement with Mr. Kip

The Separation Agreement

provides that, subject to Mr. Kip’s satisfaction of a release of claims requirement and his compliance with certain restrictive

covenants, Mr. Kip will receive the severance benefits set forth in his existing employment agreement with the Company, dated as of November

13, 2023, as amended April 5, 2024, and his amended and restated performance stock unit agreement with the Company, dated as of August

3, 2026, in each case, due upon a termination of employment without cause, as well as (a) an additional cash payment of $325,000 payable

in equal biweekly installments, representing six months of base salary continuation over the Consulting Period (described below) and (b)

a cash payment equal to the amount of applicable monthly COBRA premiums for continuation coverage for up to 18 months, payable in equal

biweekly installments.

In addition, under the

Separation Agreement, Mr. Kip has agreed to provide consulting services to the Company to facilitate an orderly transition of his duties

beginning on the Separation Date through March 22, 2027 (the “Consulting Period”). During and after the Consulting

Period, Mr. Kip will remain subject to the restrictive covenants set forth in his existing employment agreement with the Company, with

such post-termination covenants to run for 12 months from the last day of the Consulting Period. Subject to satisfaction of conditions

outlined in the Separation Agreement, (a) on the last day of the Consulting Period, Mr. Kip will vest in (i) 55,000 restricted stock units

(“RSUs”) granted November 13, 2023 and (ii) 166,667 RSUs granted April 18, 2026, and (b) upon a “Change

in Control” (as defined in the Company’s Amended and Restated 2017 Stock and Annual Incentive Plan (the “Plan”))

that occurs during the Consulting Period, or that occurs pursuant to a transaction agreement entered into during the Consulting Period,

Mr. Kip’s equity awards that remained outstanding and unvested immediately following the Separation Date (after giving effect to

accelerated vesting pursuant to Mr. Kip’s Separation Agreement and at the end of the Consulting Period) will vest in full.

The foregoing description

of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation

Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September

30, 2026.

Employment Agreement with Mr. Steib

The Employment Agreement is effective as of September

22, 2026 (the “Effective Date”) and has an initial term of six years from the Effective Date, which will automatically

renew for successive one-year periods until either party provides 90 days’ prior written notice of non-renewal. The Employment Agreement

provides Mr. Steib with an annual base salary equal to $1.00 and no cash incentive opportunity. Pursuant to the Employment Agreement,

Mr. Steib will be granted the following equity awards under the Plan: (a) an RSU award covering 1,000,000 shares of the Company’s

Class A common stock, par value $0.001 per share (“Common Stock”), which will vest in equal annual installments over

four years, subject to continued employment through the applicable vesting date, and (b) performance-based RSUs (“PSUs”)

covering 1,000,000 shares of Common Stock, which will be eligible to vest as follows, subject to continued employment through the applicable

vesting date: (i) 300,000 PSUs on the later of the first anniversary of the Effective Date and achievement of a $10.00 stock price hurdle

on or after such date, (ii) 300,000 PSUs on the later of the second anniversary of the Effective Date and achievement of a $12.00

stock price hurdle on or after such date, (iii) 300,000 PSUs on the later of the third anniversary of the Effective Date and achievement

of a $14.00 stock price hurdle on or after such date, and (iv) 100,000 PSUs on the later of the fourth anniversary of the Effective Date

and achievement of a $20.00 stock price hurdle on or after such date; provided that any PSUs that remain outstanding and unvested on the

sixth anniversary of the Effective Date will be forfeited and canceled. In each case, the applicable stock price hurdle will be achieved

if the volume-weighted average closing price of Common Stock equals or exceeds the specified hurdle for a period of thirty (30) consecutive

trading days. Upon the consummation of a Change in Control, the RSUs will vest in full, and the PSUs will be immediately earned and vested

based on the achievement of the foregoing stock price hurdles as measured against the consideration paid per share of Common Stock to

shareholders in such Change in Control (or the value attributable to such shares), rather than based on a volume-weighted average closing

price. To the extent there are insufficient shares available under the Plan to deliver Mr. Steib’s RSUs and PSUs in shares of Common

Stock and the Company’s shareholders fail to approve a new equity plan and the Company is otherwise unable to deliver shares of

Common Stock in settlement of such awards, the Company will be required to settle such awards for cash.

If Mr. Steib’s employment is terminated by

the Company other than for cause, death, or disability, or if he resigns for good reason (with cause, disability and good reason each

being as defined in the Employment Agreement), subject to his satisfaction of a release of claims requirement and compliance with certain

restrictive covenants, any then-outstanding and unvested RSUs that would have vested within the following 24 months will immediately vest,

and any PSUs will remain eligible to vest for 6 months following the date of termination (or, if earlier, the sixth anniversary of the

Effective Date).

The Employment Agreement subjects Mr. Steib to

non-competition and employee and business partner non-solicitation restrictive covenants that apply during the employment term and for

twenty-four (24) months thereafter, as well as a perpetual confidentiality covenant.

The foregoing description of the Employment Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of

which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2026.

On and after the Effective Date, Mr. Steib will

no longer be eligible for compensation in accordance with the Company’s Summary of Non-Employee Director Compensation Arrangements,

as in effect from time to time. Mr. Steib’s previously granted equity award agreements under the Plan will remain outstanding in

accordance with their terms.

Item 7.01

Regulation FD Disclosure.

A copy of the press release issued by the Company

on September 22, 2026 regarding the executive transition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall

not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”),

or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated as of September 22, 2026.

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: September 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625987d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Angi Appoints Michael Steib As CEO

Experienced, Transformative Leader Tapped as

Angi Transitions from Turnaround to Growth

DENVER,

September 22, 2026 -- Angi (NASDAQ: ANGI), a leading digital home services marketplace, today announced the appointment of

Michael Steib as Chief Executive Officer, succeeding Jeff Kip. As CEO, Mr. Steib will remain a member of Angi’s board and lead Angi’s

executive team, overseeing strategy and daily management of the company. As Mr. Steib assumes the CEO role, Joey Levin will transition

from his role as Executive Chairman of the Board to Chairman. All changes are effective immediately.

Mr. Steib has extensive executive experience building category-leading

digital products and durable business models at publicly traded companies, most recently as president and CEO of TEGNA (NYSE: TGNA), which

was acquired by Nexstar Media Group at a substantial premium in March 2026. His track record of success for revitalizing brands and generating

shareholder value extends across tech, commerce, and media, and he brings a focus on running extremely efficient and high velocity teams.

“Mike is bringing enormous energy and spot-on experience to Angi.

His palpable excitement for the brand and the product will be quickly apparent to Angi’s customers, and the opportunities Mike sees

in our current AI landscape are invigorating,” said Joey Levin. “I expect Mike to continue his tremendous record of delivering

meaningful incremental value for shareholders, several times over.”

Prior to being president and CEO of TEGNA, Mr. Steib was CEO of Artsy,

the leading online marketplace for buying and selling art globally. Previously, he was CEO of XO Group Inc., parent company

of The Knot, where the company’s stock tripled under his leadership before it merged with WeddingWire Inc. At Artsy and XO Group,

Mr. Steib was able to build industry-leading digital products and grow revenue and profitability metrics.

“Angi has an important mission, helping homeowners when they

need it and delivering business to hard-working professionals,” said Michael Steib. “We're going to use the revolutionary

power of AI to make our products better for both, and we're going to move with urgency. I see real opportunities for upsides in profitability

in the near-term and I look forward to working with this team to build a bright future for Angi."

Mr. Kip will serve as advisor to the company for six months to ensure

a smooth transition. Mr. Levin expressed the Board’s appreciation for Mr. Kip’s leadership as CEO. “Jeff assumed leadership

of Angi during a complex and challenging time across the shifting economic and digital landscapes. He played a pivotal role integrating

multiple product and technology platforms globally, expanding margins and spurring growth. The Board thanks Jeff for his insight, unwavering

dedication and foundational service to our company across multiple key roles and we wish him every success with all of his future endeavors,”

Mr. Levin said.

About

Angi Inc.

Angi (NASDAQ: ANGI) helps homeowners get home projects done well and helps home service professionals grow their

businesses. Founded in 1995, Angi connects homeowners with skilled local professionals, from plumbers and electricians to remodelers

and landscapers, and provides tools for researching costs, planning projects and hiring with confidence. Homeowners have turned to Angi,

and our vast network of skilled home pros, for help with more than 300 million projects.

Safe Harbor Statement Under the Private Securities Litigation Reform

Act of 1995

This communication 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,” “intends,” “will,” “may”, “could” and “believes,”

among similar expressions, generally identify forward-looking statements. These forward-looking statements include, among others, statements

relating to the leadership transition, our ability to successfully manage the leadership transition, our future business, financial condition,

results of operations and financial performance, our business prospects and 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 communication, 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: (i) the continued migration of the home services market

online, (ii) our ability to market our various products and services in a successful and cost-effective manner, (iii) the continued display

of links to websites offering our products and services in a prominent manner in search results, (iv) our ability to expand our pre-priced

offerings while balancing the overall mix of service requests and directory services on Angi platforms, (v) our ability to establish and

maintain relationships with quality and trustworthy Pros, (vi) our continued ability to develop and monetize versions of our products

and services for mobile and other digital devices, (vii) our ability to access, share and use personal data about consumers, (viii) our

continued ability to communicate with consumers and Pros via e-mail (or other sufficient means), (ix) our ability to continue to generate

leads for Pros given changing requirements applicable to certain communications with consumers, (x) any challenge to the contractor classification

or employment status of our Pros, (xi) our ability to compete, (xii) adverse economic events or trends (particularly those that impact

consumer confidence and spending behavior), (xiii) our ability to maintain and/or enhance our various brands, (xiv) our ability to protect

our systems, technology and infrastructure from cyberattacks and to protect personal and confidential user information (including credit

card information), as well as the impact of cyberattacks experienced by third parties, (xv) the occurrence of data security breaches and/or

fraud, (xvi) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user

information, (xvii) the integrity, quality, efficiency and scalability of our systems, technology and infrastructures (and those of third

parties with whom we do business), (xviii) changes in key personnel, (xix) our development and use of AI and machine learning technologies

and the related legal and regulatory developments, (xx) various risks related to our relationship with IAC following the spin-off, (xxi)

our ability to generate sufficient cash to service our indebtedness, (xxii) the impact of our current and future indebtedness on our ability

to obtain additional financing and pursue other business opportunities and (xxiii) certain risks related to ownership of our Class A common

stock.

Certain of these and other risks and uncertainties are discussed in

Angi Inc.’s filings with the Securities and Exchange Commission (the "SEC"), including the most recent Annual Report on

Form 10-K filed with the SEC on February 20, 2026, and subsequent reports that Angi Inc. files with the SEC. Other unknown or unpredictable

factors that could also adversely affect Angi Inc.’s business, financial condition, and results of operations may arise from time

to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the

extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking

statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events

or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing

our views as of any date subsequent to the date of this communication.

Contact

Information

Angi Corporate Communications

Jennifer Myers

(303) 963-8352

Angi Investor Relations

Sophia Nam, Julie Hoarau

(720) 282-1958

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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