Angi Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On March 31, 2025, IAC Inc. (“IAC”) completed the previously announced spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all of the shares of Angi capital stock held by IAC to the holders of IAC common stock, par value $0.0001 per share, and IAC Class B common stock, par value $0.0001 per share. On March 31, 2025, prior to the effective time of the Distribution, IAC voluntarily converted an aggregate of 41,701,064 shares of Angi Class B common stock, par value $0.001 per share (the “Angi Class B common stock”), that it owned into shares of Angi Class A common stock, par value $0.001 per share (the “Angi Class A common stock”), on a one-for-one basis, in accordance with the terms of the Angi Class B common stock (the “Conversion”). Angi did not receive any consideration in connection with the Conversion. The issuance by Angi of such 41,701,064 shares of Angi Class A common stock upon the Conversion was made in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANGI INC. | ||
| By: | /s/ Shannon M. Shaw | |
| Name: | Shannon M. Shaw | |
| Title: | Chief Legal Officer | |
Date: April 1, 2025