Russakoff Andrew 4

What Happened
Andrew Russakoff, Chief Financial Officer of Angi Inc. (ANGI), converted vested restricted stock units (RSUs) into 23,334 shares of Class A common stock on March 1, 2026. To satisfy tax withholding obligations, 8,412 of those shares were withheld (disposed) at a per-share valuation of $7.78, totaling roughly $65,446. The conversion entries are reported as exercise/conversion of a derivative (code M) and the withholding as payment of tax liability (code F).

Key Details

• Transaction date: March 1, 2026 (Form 4 filed March 3, 2026). Filing appears timely.
• Conversion: 23,334 RSUs converted into 23,334 shares (one-for-one conversion per footnote).
• Tax withholding: 8,412 shares withheld at $7.78/share = $65,446 (reported as disposed to cover tax liability).
• Net shares retained from this conversion: 14,922 shares (23,334 converted minus 8,412 withheld).
• Footnotes: F1 notes RSUs convert one-for-one to Class A common stock. F2–F4 describe the RSU grants (400k pre-split in 2023 vesting over four years; 100k pre-split in 2024 vesting over three years; 20k granted May 2025 vesting over two years).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (share withholding).
• Shares owned after the transaction are not specified in the provided data.

Context
This was not an open-market sale for cash proceeds but a routine conversion of vested RSUs with shares withheld to satisfy tax obligations (a common cashless/withholding practice). Such withholding transactions generally reflect tax mechanics rather than a directional bet by the insider.