GDDY 10-K & 10-Q changes, risk factors and insider trading

•If we are unable to attractcontinue and retain customers andto increase sales to new and existing customers, our business and operating results would be harmed.

•TheOur useuse, development, adoption, deployment and maintenance of AI and other new and evolving technologies, such as AI, in our offeringstechnologies may present significant risks, which could result in increased costs, litigation, reputational harm and liability.

•Our business could be affected by new governmentallaws, rules, regulations or court orders regarding the Internet.internet.

If we are unable to attractcontinue and retain customers andto increase sales to new and existing customers, our business and operating results would be harmed.

Our success largely depends on our ability to attractcontinue and retain customers andto increase sales to new and existing customers. Although our total customers and revenue have grown rapidly in the past, in recent periods our growth rates have slowed or declined, reflecting the larger size, scale and maturity of parts of our business. We cannot be assured that we will achieve increasing growth rates in future periods as our totalability to increase sales to new and existing customers and ultimately our total revenue could decline or grow slower than we expectfluctuate as a result of a number of factors, such as lower demand or satisfaction with our solutions, the timeliness and success of new products or product enhancements, pricing of our solutions compared to our competitors, competitive conditions, customer spending levels, changes in the type and size of our customer base, the reliability and availability of our customer support, general economic and global market conditions, or other factors that are not known to us at this time.

Moreover, we focus our operations on entrepreneurs, customers with new ventures and those with established small and medium-sized businesses. We aim to grow our revenues by adding new customers, selling additional business solutions to these customers and encouraging them to continue to use and purchase our products and services. However, these customers often have limited budgets and may choose not to allocate resources to our solutions, especially in times of economic uncertainty or recessions. In addition, varying economic conditions could result in decreases or increases in business formations or failures of businesses we serve. If this market fails to be as lucrative as we project or we are unable to market and sell our services to these businesses effectively, or we are unable to increase sales of our products to all customer segments we target, or may target in the future, our ability to grow our revenues and maintain profitability willmay be harmed.

The markets in which we compete are characterized by constant change andchange, innovation, frequent new product and service introductions and evolving industry standards. We expect these markets to continue to rapidly evolve.evolve, including as a result of developments in AI. Our historical success has beenbeen, in part, based on our ability to identify and anticipate customer needs and design products and services that provide our customers with the tools they need to grow their businesses. For example, following the launch of Airo in 20232023, we launchedhave Airo,continued to enhance our AI-powered experience, most recently transforming the platform into an AI-powered,agentic customizablesolution experience designedbuilt to automatically build the interconnected pieces of what we call the "Entrepreneur's Wheel," to savehandle our customers timefundamental jobs to be done, such as domain searches and effort.naming, logo creation and building websites and applications. We also continue to expand our commerce offerings, for example, bywe rollingrecently outlaunched GoDaddy PaymentsCapital, ina Canada,merchant launchingcash newadvance SaaS plans offering premium commerce featuresprogram, and discountedSame-Day fees,Payouts, introducingan aoption newfor point-of-sale devicecustomers to ourelect lineto ofreceive GoDaddytheir Smartpayouts Terminalson andthe providingsame on-the-go solutions suchday as Tap-to-Pay in the GoDaddypayment Mobileis App, Pay Links and Virtual Terminal.processed.

We must continue to identify our customers' needs and develop new and enhanced solutions, tools and technology to maintain our competitive position.position, including solutions and tools powered by AI. The process of developing new solutions and enhancements is complex, uncertain and can be costly. Our new products orproducts, product enhancements or technology advancements could fail to attain meaningful customer acceptance for many reasons, includingsome of which may be unknown to us, but may include:

If our new productsproducts, product enhancements or enhancementstechnological advancements do not achieve adequate acceptance by our customers,customers or if our new products do not result in increased sales or subsequent renewals, our competitive position will be impaired, our anticipated revenue growth may not be achieved and the negative impact on our operating results may be particularly acute because of the upfront technology and development, marketing and advertising and other expenses we may incur in connection with new products or enhancements.

TheOur useuse, development, adoption, deployment and maintenance of AI and other new and evolving technologies, such as AI, in our offeringstechnologies may present significant risks, which could result in increased costs, litigation, reputational harm and liability.

We are increasingly using new and rapidly evolving technologies, such as AI, including agentic AI, to, among other things, develop new tools and products,solutions, andadd additionalnew features in our existing products, including ongoing deploymentsolutions and improvement of existing AI, and the development of new product technologies, such as generative AI. For example, in 2023 we launched Airo, an AI-powered, customizable experience designed to automatically build the interconnected pieces of what we call the "Entrepreneur's Wheel," to saveenhance our customersown timebusiness and effort.operations. There are significant risks involved in the development, adoption, use, deployment and maintenance of AI, such as anpotential increaseincreases in intellectual property infringement or misappropriation,misappropriation claims, privacy, data protection, cybersecurity, confidentiality, operational and technological risks, as well as risks associated with harmful content, accuracy, bias and discrimination, any of which could affect our further development, adoption, use, deployment and maintenance of AI,AI. We also are developing and maydeploying causeagentic usAI tosystems incurthat operate with greater autonomy, which presents additional researchrisks, including unintended or unauthorized actions and developmentincreased costsdifficulty toin resolvepredicting, anysupervising issuesand arisingcontrolling fromagentic suchbehavior. risks.Our In addition to the foregoing risks, the introductionuse of AI technologies intoin new orand existing productssolutions and within our business operations may result in new or enhancedincreasing governmental or regulatory scrutiny, litigation, ethical concernsconcerns, increases in research and development or other costs or other complications that are not yet known to us, each of which could adversely affect our business, reputation or financial results.

Legal and regulatory frameworks related to the use of AI are rapidly evolving, as regulation of the use of AI continues to be considered and adopted by various U.S. and international governmental and regulatory entities, including the E.U., the Securities and Exchange Commission and the Federal Trade Commission (FTC). Several jurisdictions have also passed, or are considering, new laws, rules and regulations relating to the use of AI or its outputs. For example, in 2024, the E.U. adopted the E.U. AI Act and U.S. states, including Colorado and California, have adopted laws, rules and regulations directly relating to the use of AI or extending the application of existing laws, rules and regulations to AI systems and outputs.entities. Any failure by us to comply with any AI-related laws, rules and regulations could result in fines and negative publicity, which could result in reputational harm and damage to our business. In addition, the future impact of these or other new laws, rules or regulations on us is uncertain. We may not be able to adequately anticipate or respond to new laws, rules and regulations, and we may need to expend additional resources to adjust our offerings or update our business practices in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. The costs of complying with such laws, rules or regulations could be significant and wouldcould increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

In addition, many existing laws, rules and regulations apply to certain aspects of AI, such as automated decision makingmaking, affecting fundamental data subject rights. Similarly, the intellectual property ownership and license rights, including as related to copyright, surrounding AI technologies has not been fully addressed by international and U.S. courts or the laws, rules or regulations of the U.S., including U.S. states, and foreign jurisdictions. Any content created by us using generative AI tools may not bebenefit subject tofrom intellectual property protection which may affect our ability to commercialize such content. The use or adoption of AI technologies in our products and servicessolutions may subject us to copyright infringement or other intellectual property claims. If we, or third-party developers whose AI we rely on, do not have sufficient rights to use the data or other material used or processed by such AI technology, we also may incur liability through the actual or alleged violation of applicable laws, rules and regulations, third-party intellectual property, privacy, or other rights or contractual obligations. We may not always be able to anticipate how to comply with these legal and regulatory frameworks and we may have to expend resources to adjust our tools, productssolutions or otherbusiness offeringsoperations to meet the standards set by such frameworks, which may vary by jurisdiction if AI-related legal and regulatory frameworks are not consistent across jurisdictions.jurisdiction. Any inability to appropriately comply with the evolvingexisting laws, rules and regulations that implicate aspects of AI regulatory landscape could result in legal liability, regulatory action or brand and reputational harm.

Our reliance on the use of AI could also pose ethicalother concerns and lead to a lack of human oversight and control.concerns. If we enable or offer solutions that draw controversy,controversy or if these new offerings do not work as we describe them,intend, we may experience brand or reputational harm, competitive harm or legal liability. Further, generative AI may create content that appears correct but is factually inaccurate, incomplete, insufficient, biased or otherwise flawed or contains copyrighted or other protected material, which may not be easily detectable despite internal policies and diligence efforts we may have in place which are designed to mitigate such deficiencies.efforts. To the extent we or our customers rely on such results, we could incur operational inefficiencies, competitive harm, brand or reputational harm, or other adverse impacts on our business and results of operations. Additionally, if any of our employees, contractors, vendors orand service providersproviders' use any third-partyof AI-powered software inoffered connectionby with our business or the services they provide to us, itthird-parties may lead to the inadvertent disclosure of our personal, sensitive, proprietary or confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or our personal, sensitive, proprietary or confidential information, harming our competitive position and business. The rapid evolution of the use of AI requires and will continue to require resources to develop, test and maintain our products and services and implement AI governance and controls to help ensure that AI is implemented appropriately in order to minimize unintended and harmful impacts.

It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives and regulations governing AI may adversely affect our development, adoption, use, deployment and maintenance of AI or subject us to legal liability, regulatory action or brand and reputational harm. For further information concerning the risks posed by our competitors' use of AI, please refer to the Risk Factor "We face significant competition for our products, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share."

Evolving technologiestechnologies, including AI-based technologies, and administration of the Internet, and the resulting changes in customer behavior and customerpractices practiceswith respect to the internet may impact the demand for and value of and demand for our products, including domain namesproducts and our websites.services.

TheTechnologies related to our customers' Identity and Presence, including domain names, websites, website building, social media, search engines, apps, mobile devices and AI-powered tools and services have rapidly evolved and continue to evolve. This evolution and continued evolution could negatively impact the demand for certain of our products and services, including domain names, aftermarket, websites and website building tools or email and productivity solutions. For example, the domain name registration market continues to evolve and adapt to changing technology.technologies, Thiswhich evolution hashas, and may in the future includeinclude, changes in the administration or operation of the Internet,internet, including the creation and institution of alternate systems for directing Internetinternet traffic without using the existing domain name registration system, or fundamental changes in the domain name resolution protocol used by web browsers and other Internetinternet applications. TheAdditionally, widespreadtechnological acceptancechanges to web browsers or internet search could reduce demand for domain names. If internet users' preferences or practices shift away from recognizing and relying on web addresses or they were to significantly decrease their use of anyweb alternativebrowsers system,in suchfavor asof mobile applicationsapps or closedAI-based networks,tools to locate and access content, demand for domain names in the gTLDs we operate could eliminatebe thenegatively need to register a domain name to establish an online presence and could materially and adversely affect our business.affected.

InOur addition,customers and their businesses rely heavily on tools and solutions that help them manage and grow their Presence, including dedicated websites, online stores and social media channels, such as Meta, TikTok, Snapchat, X and WeChat, to reach their customers, and consumers are accessing the Internet more frequently through applications on mobile devices.WeChat. As reliance on thesesocial media channels, applications and AI-powered tools increases, domain namesnames, websites and online stores and marketplaces may become less prominentprominent, and their value may decline. WeIn addition, we are dependent on the interoperability of our products with these channels, applications and mobile devices. If we are unable to effectively integrate our productssolutions with and within these channels and applications or on these devices, we may lose market share. These evolving technologies and changes in customer behavior may have an adverse effect on our business and growth prospects.

The market for our products and services is highly competitivecompetitive, and we expect this competition to continue in the future as existing and new competitors introduce new solutions or enhance existing solutions. In addition, given our broad product portfolio, we compete with niche point-solution products as well as broader solution providers. These types of products and solutions continue to evolve, creating opportunities for new competitors to enter the market with point-solution products or address specific segments of the market. Our competitors include providers of domain registration services, web-hosting solutions, website creation and management solutions, e-commerce enablement providers, payment facilitation providers, cloud computing service and online security providers, alternative web presence and marketing solutions providers and providers of productivity tools such as business-class email.

WeIn addition, we and our competitors continue to invest in AI, including generative AI and integration ofintegrate AI capabilities into productsproducts, services and services.internal operations. AI technology and services are highly competitive, rapidly evolving,evolving and may at times require significant investment, including with respect to development and operational costs, to meet the changing needs and expectations of our existing and potential customers.customers Further,and otherour own operations. Other companies may develop AI products and technologies that are similar or superior to our technologies or more cost-effective to deploy. AnyIf failurewe fail to successfully and meaningfully develop, adopt, useuse, differentiate and maintain AI productscapabilities into our solutions and services,internal oroperations, effectively manage the related operationalrisks risks,or if we are unable to translate AI adoption into tangible outcomes, such as improved productivity, enhanced customer experience or accelerated innovation, we may lag our competitors that are more effective at leveraging AI technologies and/or our growth and competitiveness could harmsuffer. ourFor reputation.further Referinformation regarding the potential impact of evolving technologies on customer behaviors and practices with respect to ourthe internet, please refer to the risk factor "TheEvolving usetechnologies, including AI-related technologies, and the administration of newand changes in customer behavior and evolvingpractices technologies,with suchrespect asto AI,the ininternet may impact the value of and demand for our offerings may result in reputational harmproducts and liabilityservices." forFor further information concerning the legal and other risks arising from the development, adoption, use, deployment and maintenance of AI.AI, refer to our risk factor "Our use, development, adoption, deployment and maintenance of AI and other new and evolving technologies may present significant risks, which could result in increased costs, litigation, reputational harm and liability."

Some of our current and potential competitors could have greater resources, more brand recognition and consumer awareness, more diversified product offerings, greater international scope and larger customer bases than we do, and we may therefore not be able to effectively compete with them. In addition, some of our competitors may seek to disrupt the market by offering their services and products at low or no cost. If our competitors decide to devote greater resources to the development, promotion and sale of products in the markets in which we compete, or if the products offered by these companies are more attractive to or better meet the evolving needs of our customers, our market share, growth prospects and operating results may be adversely affected.

From time to time, we have changed our overall pricing model or the various price points of our products and servicessolutions, and we expect to do so in the future. However, no assurance can be given that any new pricing model or price points will be optimal and changes in our price points or pricing model could result in a loss of customers or bookings. In addition, our competitors have in the past implemented, and may in the future implement, various pricing and bundling strategies, including discounts and reductions in price, which may be similar to or more attractive than our own. Individuals as well as small and medium sized businesses have been and could be sensitive to price increases or swayed by different price points offered by competitors. If changes in our pricing model or price points are unsuccessful, or the strategies of our competitors are more successful than our own, we may be unable to attract new customers or retain our existing customers and we may be required to reduce prices or make other changes to our pricing model to remain competitive. Any of these developments could negatively impact our business, financial condition and results of operations.

International revenue represented approximately 32%,33%, 32% and 33%32% of our total revenue for the years ended December 31, 2025, 2024, 2023 and 2022,2023, respectively. We continue to review and add systems as necessary to accept payments in forms common outside of the U.S., optimize our marketing efforts in numerous non-U.S. geographies, equip our customer care team with the knowledge to serve these markets and maintain orand review the need to establish, as needed, customer care operations in overseas locations. ConductingIn addition, we continue to expand our employee base in a number of international locations, including in India, Bulgaria and expanding international business subjects us to risks we generally do not face in the U.S., including:Serbia.

•increased expenses incurred in establishing and maintaining office space and equipmentequipment, forif needed, in our international businesslocations;

•the potential for political, social or economic unrest, terrorism, hostilities or war; and

Maintaining business and operations in international markets has required and will continue to require management attention and financial resources. These additional costs may increase our costs of acquiring international customers, which may impair our ability to maintain profitability in the future. We may also face pressure to lower our prices in order to compete in emerging markets, which could adversely affect revenue derived from our international business.

We continue to work to increase the breadth and scope of our business, operations and our product offerings. To support future growth, we must continue to improve our information technology and financial infrastructure, operating and administrative systems and our ability to effectively manage headcount, capital and processes. For example, we have made, and may make in the future, significant investments in product development, corporate infrastructure, technology and development, software systems and data center resources, marketing and our GoDaddy Guides. Additionally, we have incurred, and expect to continue to incur, expenses relating to our investments in our international business and operations, such as (i) our offerings and marketing presence in Europe, Australia, Canada and India, and (ii) our marketing spend to attract new customers, such as WebPros and Independents in non-U.S. markets. We are likely to recognize the costs associated with these actions earlier than some of the anticipated benefits, and the return on these actions may be lower or may develop more slowly than we expect. If we do not achieve the benefits anticipated from these actions, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

As we continue to grow,manage our business and operations, our management, administrative, operational and financial infrastructure may be strained. The scalability and flexibility of our infrastructure depends on the functionality and bandwidth of our data centers, peering sites and servers. The number of total customers over the years and the increase in the number of transactions we process have increased the amount of our stored customer data. Any loss of data or disruption in our ability to provide our product offerings due to disruptions in our infrastructure, services or third parties we rely on could result in harm to our brand or reputation. Moreover, as we continue to expand our solutions, work to grow our customer base continues to grow and usesuse our integrated platform for more complicated tasks, we willmay need to devote additional resources to improve our infrastructure and to enhance its scalability and security. If we do not manage the growth of our business and operations effectively, the quality of our platform and efficiency of our operations could suffer, which could harm our operating and business results.

As part of our business strategy, we routinely evaluate opportunities that we believe could complement or supplement our business and address the needs of our customers, including possible acquisitions or investments in companies, talent, products, intangible assets or technologies, and for potential joint ventures, new lines of business, or other strategic investments. Such transactions could result in unforeseen operating difficulties and expenditures,expenditures and could involve a number of risks, such as:

We believe a critical contributor to our success has been our company's culture, which we rely on to foster innovation, experimentation, creativity, a customer-centric focus, passion, teamwork, collaboration and loyalty. We have invested substantial time and resources to build and maintain this culture. Any failure to preserve these aspects of our company's culture could negatively affect our ability to retain and recruit personnel and to ensure employees effectively focus on and pursue our company objectives. Our company's culture is also central to our devoted GoDaddy Guides, who are a key component of the value we offer our customers. As we continue to evolve our business, expandmaintain our global footprintfootprint, manage and grow our product portfolio and rely more on remote, foreignremote and third-partyforeign workers, we may need to expend additional efforts and focus to maintain these important aspects of our culture, which could limit our ability to innovate and operate effectively. If we are not successful in these efforts, our growth and operations could be adversely affected.

Currently none of our employees in the U.S. are subject to collective bargaining agreements, however, if areas of our workforce were to organize, we may find it difficult to maintain our culture, cost structure and control over the delivery of our products, which could adversely impact our results of operations. Certain of our employees in Germany are represented by employee works councils and elsewhere some international employees are represented by worker representatives or trade unions in accordance with local regulations.

We have experienced, and may in the future experience, system failures and outages disrupting the operation of our websites or our products such as web-hosting and email, or the availability of our customer care operations. Our revenue depends in large part on the volume of traffic to our websites, the number of customers whose websites we host on our servers and the availability of our customer care operations. Accordingly, the performance, reliability and availability of our websites and servers for our corporate operations and infrastructure, as well as in the delivery of products to customers, are critical to our reputation and our ability to attract and retain customers. Any such system failure or outage could generate negative publicity, which could negatively impact our reputation and financial results. As we continue to transition many of our services to Amazon Web Services (AWS) to host our products, we have become, and may further become, more dependent on third-partiesthird parties to accommodate the traffic to our websites and those of our customers.

We continually work to expand and enhance our website features, invest in the underlying technology and network infrastructure and other technologies to accommodate current levels of and potential increases in (i) the volume of traffic on our godaddy.com and affiliated websites, (ii) the number of customer websites we host and (iii) our total customers. We may be unable to project accurately the rate or timing of these increases or to successfully allocate resources to address such increases, which could have a negative impact on customer experience and our financial results. In the future, we may be required to allocate additional resources, including spending substantial amounts to build, purchase or lease data centers and equipment and upgrade our technology and network infrastructure to handle increased customer traffic, as well as increased traffic to customer websites we host. We also expect to increasingly rely on third-party cloud computing and hosting providersproviders, such as AWSAWS, as we transition to the public cloud. We cannot predict whether we will be able to continue to add network capacity from third-party suppliers as we require it. In addition, our network or our suppliers' networks might be unable to achieve or maintain data transmission capacity high enough to process orders or download data effectively or in a timely manner. Our failure, or our suppliers' failure, to achieve or maintain high data transmission capacity could significantly reduce consumer demand for our products. The property and business interruption insurance coverage we carry may be subject to fact-dependent and incident-specific exclusions or may not be adequate to compensate us fully for losses that may occur.

To deliver our products and services, weWe rely on data centers and third-party service providers, including providers of cloud computing services, to deliver our solutions and perform certain technology, processing, servicing and support functions on our behalf. We own one data center in Arizona and lease our remaining data center capacity from wholesale providers.capacity. The reliable performance of our products and services depends on the continuing operation and availability of our information technology systems, including our data centers, and those of our external servicedata center colocation providers, including third-party “"cloud”" computing services. The reliablereliability, delivery and stability of our products and services could be adversely impacted by security incidents, outages, disruptions, failures, natural disasters, terrorist attacks, human error, or degradations of our network and related infrastructure, including in the online platforms or services of key business partners that offer, support or host our products and services, or by other events outside or within our control, such as the migration of data among data centers and to third-party hosted environments, the performance of upgrades and maintenance on our systems, and effectively scaling our technological infrastructure, which we have undertaken in the past.

If we or our external business partners were to experience an event that caused a system outage, disruption or degradation, or if a transition among data centers or service providers or an upgrade or maintenance session encountered unexpected interruptions, unforeseen complexity or unplanned disruptions, our products and services may not be available to consumerscustomers or may not be delivered reliably and stably. In addition, if our agreements for our data centers and with our service providers are terminated, if we are unable to renew such agreements on commercially reasonable terms or at all, or if the service providers close the facilities or cease providing the services on which we rely, we may be required to transfer to a new service provider, and our agreements may not provide us with adequate time to transfer operations to a new facility in the event of a termination. As a result, our reputation and brand may be harmed, consumer engagement with our products and services may be reduced, and our revenue and profitability could be negatively impacted. We do not have redundancy for all our systems, many of our critical applications reside in only one of our data centers, and our disaster recovery planning may not account for all eventualities. In addition, we may have limited remedies against these third parties in the event of service disruptions. If third parties are unable to perform these functions on our behalf because of service interruptions or extended outages, or because those services are no longer available on commercially reasonable terms, our expenses could increase and our customers' use of our products could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

We maintain information and data (including personal data) on various platforms, systems and applications. From time to time, to support our growth, we review and make enhancements to our existing platforms or migrate information and data to new platforms, systems and applications. While we are engaged in this work, we may experience difficulties in managing our existing platforms, systems and applications, which could disrupt our operations, the provision of our products and services to our customers, the management of our finances and the reporting of our financial results. If we determine new platforms, systems or applications or updates to existing platforms, systems or applications are necessary, we may need to rely on legacy platforms, systems or applications while we plan for implementation of such new or updated platforms, systems or applications and such legacy platforms, systems or applications may not be able to scale efficiently as our business grows, which may delay future product or service launches or enhancements. In addition, any new platforms, systems or applications may operate differently than anticipated when introduced or when new versions or enhancements are released, or there may be unforeseen consequences as a result of these migrations that may cause disruptions to the availability of our products and services due to service outages, downtime or other similar issues that could harm our business. Further, our transition could involve significant time and expense. Our failure to improve our platforms, systems or applications, complete such implementations, enhancements or migrations on a timely basis, or a failure of such platforms, systems or applications to operate in the intended manner, may result in our inability to manage the growth of our business, successfully integrate our acquisitions and to accurately forecast and report our results, which could harm our financial condition and results of operations. In addition, the migration of information and data couldcan subject us tocreate additional risksexposure ofto cyber attacks and other cybersecurity incidents, includingincluding, but not limited to, improper access to our or our customers' websites and data (including personal data). whichFor couldfurther delayinformation oron interruptpotential servicecybersecurity torisks, ourplease customers, cause us to not be in compliance with applicable local or international laws, rules or regulations or harm our reputation, any of which could cause us to incur substantial costs or subject us to significant liabilities. Referrefer to our risk factor "An actual or perceived cybersecurity incident could impair our ability to conduct business, provide our products and services, protect data, and comply with contractual or legal obligations, and may cause us to incur substantial costs, or subject us to significant liabilityliability." for further information.

We substantially rely upon AWS services to operate our integrated platform, and any disruption of or interference with our use of AWS would adversely affect our business, results of operations and financial condition.

A substantial portion of our cloud infrastructure is provisioned through AWS, which hosts someseveral of our products and platforms.our integrated platform. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. AWS runs its own platform that we access, and we are, therefore, vulnerable to service interruptions at AWS. We may experience interruptions, delays and outages in service and availability of AWS services due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints due to any number of potential causes, including technical failures, natural disasters, pandemics, fraud or cybersecurity attacks, all of which could impact our service to our customers. In addition, if the security of AWS is compromised, or our products or platform are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, AWS or we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through AWS or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from AWS may adversely affect our ability to meet our customers’customers' requirements, resultresulting in negative publicity which could harm our reputation and brand and may adversely affect the usage of our platform.

We use AWS primarily for cloud-based server capacity and, to a lesser extent,capacity, storage and other optimizationinfrastructure offerings. AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. We access AWS infrastructure through standard IP connectivity. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement for cause upon notice and upon our failure to cure a breach within 45 days from the date of such notification and may, in some cases, suspend the agreement immediately for cause upon notice. Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our products available to customers, as well as delays and additional expenses in arranging alternative cloud infrastructure services. Any of the above circumstances or events may harm our reputation, erode customer trust, cause customers to stop using our products, impair our ability to increase revenue from existing customers, impair our ability to grow our customer base, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our business, results of operations and financial condition.

Our operations depend on our ability to protect our information systems against interruption, a breach of confidentiality, or other damage from cybersecurity threats and incidents. Our large size and global computer network expose us to a wide variety of cybersecurity threats that include cyber attacks from individuals, organized crime groups, nation-state sponsored organizations, and others (collectively, threat actors). These cyberattacks can take many different forms, including but not limited to deploying malicious software, exploiting hardware and software vulnerabilities, social engineering, or other actions to gain access to our systems and data or disrupt our operations. In addition, cyberattacks are constantly evolving as threat actors discover new vulnerabilities and leverage new techniques and technologies, including through the use of AI. For example, we have experienced, and may continue to experience, an increase in social engineering attacks and have experienced unauthorized access to conductcertain sophisticatedof phishingour campaigns.systems. AlthoughWhile to date these incidents have not been material and we havecontinue madeto investmentsinvest in our cybersecurity defenses, we cannot guarantee that our defenses (or those of our third-party service providers) will be sufficient to prevent disruptiona ormaterial unauthorizedincident accessin tothe our systems.future.

In addition to threats from external threat actors, we face internal cybersecurity threats related to our own operations. These threats may include human error, intentional misconduct, or accidental failures.failures, including when using third-party LLMs providers and AI systems. Although we have made investments in cybersecurity defenses designed to guard against insider threats, we cannot guarantee that our defenses (or those of our third-party service providers) will be sufficient to prevent an insider from causing unauthorized disruption or access to our systems or data.

If our cybersecurity defenses (or those of our third-party service providers) are insufficient to prevent a cybersecurity incident, we may experience significant disruptiondata ofloss ouror business,exposure, business disruption, substantial costs, reputational harm, and liability. Any actual or suspected cybersecurity incident may disrupt our business by, among other things, making our network, systems and services partially or totally unavailable or by destroying, corrupting, exposing, or otherwise unlawfully processing data necessary for us or our customers to conduct business. An actual or suspected cybersecurity incident impacting our systems or those of third-party providers, including LLM providers and AI system providers, also may cause us to incur a wide range of costs, including but not limited to acquiring new hardware and software to repair our systems or remediate the effects of the incident, retaining external consultants, and providing notice to affected customers, individuals, and government authorities. A cybersecurity incident also may cause reputational harm if, for example, customers believe that we are unable to protect our systems or their data (including sensitive, confidential, proprietary, and personal data). Finally, we have been and in the future may be subject to litigation or governmental investigations relating to our failure to prevent a cybersecurity incident.

We have purchased cybersecurity insurance to cover the costs and potential liability arising from cybersecurity incidents. Our coverage, however, includes significant deductibles. We also cannot ensure that our existing cybersecurity insurance coverage will be sufficient to cover the successful assertion of one or more large claims against us, continue to be available on acceptable terms, or at all, or that the insurer will not deny coverage as to any future claim. Thus, we cannot guarantee that our insurance will provide coverage for a specific cybersecurity incident or will be sufficient to cover all the potential costs and liabilities of any specific cybersecurity incident.

Our products and services, and the products and services of our third-party vendors and partners, may be subject to fraudulent usage, including, but not limited to domain name hijacking, revenue share fraud,fraud and other fraudulentevolving schemes (external fraudulent activity). In addition, although our customers are required to set passwords or personal identification numbers to protect their accounts, third parties have in the past been, and may in the future be, able to access and use our customers' accounts through fraudulent means. Fraudulent activity can result in, among other things, interruption of our services to our customers, and substantial business and reputational harm to ourselves and to our customers. Although we implement multiple fraud prevention and detection controls, our ability to mitigate risks originating from third-party vendors and partners may be limited by their own controls and practices, and we cannot be certain that our efforts to address external fraudulent activity and the use of our, or our third parties' and vendors' products and services, will be successful in eliminating these threats, any of which could adversely affect our business, results of operations and financial condition. Our monitoring and updates to our controls and oversight frameworks may be insufficient to mitigate impacts to our business as a result of emerging fraud trends.

We believe our focus on high-quality customer care is critical to retaining, expanding and further penetrating our customer base, as well asincluding generating additional sales of products to our customers. Our GoDaddy Guides have historically contributed significantly to our total bookings. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, approximately 9%, 8%, 9%, and 10%9% of our total bookings, respectively, were generated from the sale of product subscriptions by our GoDaddy Guides. Most of our current offerings are designed for customers who often self-identify as having limited to no technology skills. Our customers depend on our GoDaddy Guides to guide them as they create, manage and grow their identities,Identity, support their presence,Presence, both online and offline, and enable them with products to meet their commerceCommerce needs. Our GoDaddy Guides engage with customers through direct calls and/or via other communication channels, such as chat, social media and webcasts, and we continue to increase our self-serve solutions. As our customer base continuesand toour grow,penetration within existing customers expands, we must continue to broaden our portfolio of solutions, increase the scope of our solution deployments within our customers' IT infrastructure, and adapt our customer support organization to ensure our customers continue to receive the high level of customer service which they have come to expect. If we fail to maintain high quality customer care across our communications platforms to support our customers' growing customers' needs, our reputation, financial results and business prospects may be materially harmed. Notwithstanding our commitment to customer care, our customers may occasionally encounter interruptions in service and other technical challenges, including those resulting from our GoDaddy Guides working remotely. An interruption in service and other challenges could negatively impact our business.

We maintain a network of different types of partners, some of whom create integrations with our products. For example, we partner with Microsoft Corporation to offer Microsoft 365 email and related productivity tools. We also work to make certain of our products interoperable with services such as Yelp, Google, Amazon, WhatsApp and Instagram. In addition, we provide payment options for customers' websites through providers such as PayPal, Stripe, Block and Mercado Libre. We have invested and will continue to invest in partnerour programspartnerships to provide newthese product offerings and tools to our customers, to assist us in expanding the suite of solutions and tools we can offer to our customers and to help us attract additionalnew customers and retain and grow our existing customers. However,Despite these investments, our relationships with our partnerspartnerships may not be as successful in retaining or generating new customers as we anticipate, which could adversely affect our ability to increaseretain our current customers or grow our total customers.customers, and could materially adversely affect our business and financial results. Further, these integrated products could require substantial investment while providing no assurance of return or incremental revenue. WeIf alsoa relykey on some of our partners to create integrations with third-party applications and platforms used by our customers,partner, such as theMicrosoft, emailwere encryptionto serviceterminate providedits byrelationship Proofpoint,with Inc.,us, emailmaterially backuplimit our or our customers' access to its products and migration services provided by SkyKick and email archiving services provided by Barracuda. If our partnersservices, fail to create suchoperable integrations, fail to perform as expected, or if they change the featuresfeatures, availability or pricing of their applications or alter the terms governing our or our customers' use of their applications in an adverse manner, demand for their products, and as a result our products could decrease, we could be required to transition customers to alternative solutions, which may not be available on comparable terms, may be operationally complex and could result in service disruptions, increased costs or loss of customers, all of which would harm our business and operating results. IfIn addition, if our relationships with our partners deteriorate or we are unable to maintain our contractual relationships with our existing partners or establish new contractual relationships with potential partners, we may not be able to offer the products and related functionality our customers expect, we may experience delays and increased costs in addingproviding for our customers or attracting new customers, and we may lose existing customers. Any ineffectiveness of our partner programs could materially adversely affect our business and results of operations and may cause reputational harm. In addition, our partners may increase the fees they charge us or offer their services on terms that are less than favorable to us, including in connection with renewal negotiations. Such increased costs or less than favorable terms could result in increased costs to customers and potential loss of customers, which could have an adverse impact on our results of operations.

System and process failures related to our domain name registration service may result in inaccurate and incomplete information in our domain name database. Despite testing, system and process failures, cybersecurity threats and other vulnerabilities may remain undetected or unknown, which could result in compromised customer data, loss of or delay in revenues, failure to achieve market acceptance, injury to our reputation, increased product costs or other negative impacts, any of which could harm our business. Furthermore, the requirements for registering and maintaining domain names vary from registry to registry and areby jurisdiction, each of which is subject to change.change Wefrom cannot guarantee we will be abletime to readily adopt and comply with various registry requirements.time. For example, the E.U.'s Network Information Security 2 Directive (the NIS2 Directive) requires, among other things, that registries and entities providing domain name registration services adopt policies and procedures, including verification procedures, to ensure that such entities maintain accurate and complete domain name registration data in their domain name databases. The NIS2 Directive hasis yetin tothe beprocess fullyof being transposed into themany E.U. member states' respective national laws,laws. We cannot guarantee we will be able to readily adopt and comply with the specificvarying obligationsregistry and expectationsjurisdictional onrequirements registriesas andthey entities providing domain name registration services are uncertain.arise. Our failure or inability to properly register or maintain our customers' domain names or comply with applicable laws, rules or regulations relating to domain name registration or maintenance might result in significant expenses and subject us to additional liability, regulatory action, expenses, claims of loss or negative publicity, which could harm our business, brand and operating results.

A significant percentage of our revenue is processed through credit cards and other online payment methods. We face the risk that we may fail to maintain an adequate level of protection against fraud or chargebacks and that one or more credit card associations or other processors may, at any time, assess penalties against us or terminate our ability to accept credit card or other forms of online payments from customers. Under our contracts with our payment processors, we are required to reimburse them for such penalties. If our refunds or chargebacks increase, our processors could require us to create reserves, increase fees or terminate their contracts with us. In addition, as we expand our presence in commerce through our GoDaddy Payments products and services, we face additional risks in payment processing due to customermerchant screening, customermerchant related fraud, hardware failures and servicing, manufacturing costs, the procurement of hardware parts and materials, and risks associated with the interface of our hardware products with third-party mobile devices.

We could also incur significant fines or lose our ability to give customers the option of using credit cards to pay for our products if we fail to follow payment card industry data security standards, even if there is no compromise of the cardholder information covered by these standards. Although we are in compliance with payment card industry data security standards, it is possible that evolving cybersecurity threats may impact our ability to protect cardholder data which could result in fines or could otherwise impact our financial condition, or certaincould result in the suspension of our products could be suspended, which would cause usability to be unable to process payments usingaccept credit cards.cards as a form of payment.

We serve a large market of entrepreneurs, through the development and delivery of easy-to-use products in a one stopone-stop shop solution alongsidebacked by trusted proactive, informed and personalized guidance. We serve small businesses, individuals, organizations, developers, designers and domain investors. We manage and report our business in the following two segments:

•Applications and Commerce (A&C), which primarily consists of sales of products containing our proprietary software, notably our website building products, as well asand our proprietary commerce solutionssolutions, andas well as third-party email and productivity solutions and sales of certain products when they are included in bundled offerings of our proprietary software products.

We have developed a stable and durable business model driven by strong brand recognition, seamless technology, scale of our business and customer care. We generate bookings and revenue, which help us measure the success of our efforts, from the sales of our productproducts. subscriptions. In addition, weWe monitor total bookings as we believe it is an indicator of the expected growth in our revenue and is a supplemental measure of the operating performance of our business. Total bookings and revenue derived from both of our product categoriessegments have increased in each of the last three years, with many of our non-domains products growing faster in recent periods.

The primary factors driving growth in our business are pricing and bundling,our seamless technology experience, commerce, cost optimization and retention of high intent customers.customers, pricing and bundling, and commerce. Our key priorities, developments and highlights in these areas include:

Seamless Technology and Airo. WeOur seamless experience initiative is focused on delivering improved customer conversion, product engagement and renewal through enhancements to all parts of the customer journey, from initial onboarding through to the purchase path. In tandem, we also continue to expand our AI-powered experiences, including Airo, and incorporate generative and agentic AI innovations into our products,products and services and throughout our operations to make use of efficiencies and increase productivity. We remain focused on expanding our solutions and operations to stay up to date with these developments in order to maintain and grow our business.

Cost Optimization and Profitability. During the year ended December 31, 2024,2025, the Companywe engaged in cost optimization initiatives, including reductions in headcount, decreases in rent and utilities expenses, and reductions in costs associated with data center and systems infrastructure as we continue to migrate to a cloud-based infrastructure. These cost optimization initiatives have resulted in increased NEBITDA margins.

Pricing and Bundling. Our pricing and bundling initiative is focused on giving customers greater value and choice through tailored bundles that simplify their decision making and deepen engagement across our platform. During the year ended December 31, 2024,2025, pricingthis and bundling initiatives resulted in an increase in bookings andinitiative continued strongto growthdeliver inresults A&Cacross revenue.both segments of our business. We aim to continue to experiment and utilize various pricing strategies and price points for our solutions. In addition, as we continue to incorporate AI innovations into our solutions, monetization trends could be affected.

Commerce. We continue to grow our commerce offerings with tailored OmniCommerce solutions, includingPOS point-of-salesystems, systemsfinancial tools such as GoDaddy Capital and Instant Payouts and SaaS plans with premium features and discounted transaction fees to merchants. We also continue to enhance our offerings with new agentic AI-powered features that simplify operations for our customers. Our commerce platform works in tandem with our web building capabilities, allowing our customers to set up their online store with a full integrated cart experience, including inventory and order management.

Customer Composition. Strong customer retention continues to drive our business. Our marketing efforts set out to educate current and potential customers about the depth and breadth of our offerings. We aim to attract high-intent customers that attach more at the outset of our relationship and over time. Our onboarding paths and seamless technology are designed to help customers more easily navigate the solutions for their one-stop-shopone-stop shop experience through an integrated platform. We have focused our efforts here because we know through our long history and vast amount of data that customers with a greater number of products with us retain at higher rates and produce higher lifetime value. ForIn each of the yearfive years ended December 31, 2024,2025, our customer retention rate was approximately 84%,85%, a slight reduction fromwith the approximate 85% in eachexception of the fouryear yearsended prior,December 31, 2024 when the retention rate was approximately 84% due to divestitures, migrations and the end of life of certain products as part of our efforts to streamline brands outside of the GoDaddy platform. For the year ended December 31, 2024, customer retention for customers within the GoDaddy platform, which represents the vast majority of our customers, was approximately 87%. In addition, the retention rate for our customers who had been with us for over three years as of December 31, 20242025 was approximately 90%. Greater than 89% of our total revenue for the year ended December 31, 2025 was generated by customers who were also customers in the prior year.

We believe we are able to build strong relationships with our customers through the breadth and depth of our solutions, the intelligent and proactive AI-powered experiences and the high quality and responsiveness of our customer care teamteam, buildsall strongof relationships with our customers andwhich are key to our high level of customer retention. To that end, we continue to monitor our customer cohorts to ensure growth and stability of our customer base. We track revenue and retention rates generated by our annual customer cohorts over time, as well as corresponding marketing and advertising spend.

Below are our key consolidated financial highlights for 2024,the year ended December 31, 2025, with comparisons to 2023.the year ended December 31, 2024.

•InternationalTotal revenue of $1,459.8$4,951.1 million, an increase of 5.7%,8.3%, or approximately 5.8%8.4% on a constant currency basis(1).

•TotalInternational bookingsrevenue of $5,038.8$1,626.8 million, an increase of 9.5%,11.4%, or approximately 9.7%11.8% on a constant currency basis(1).

•OperatingTotal incomebookings of $893.5$5,400.0 million, an increase of 63.2%.7.2%, on a reported and constant currency basis(21).

•NetOperating income of $936.9$1,127.3 million, aan decreaseincrease of 31.9%.26.2%.(2)

•NormalizedNet EBITDAincome of $875.0 million, a decrease of 6.6%.(2) (3) of $1,395.9 million, an increase of 23.0%.

•NetNormalized cash provided by operating activitiesEBITDA(4) of $1,287.7$1,585.9 million, an increase of 22.9%.13.6%.

(1) Discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market Risk.Risk" below.

(2) Our operating results for the yearyears ended December 31, 20242025 and December 31, 20232024 included $39.4$11.1 million and $90.8$39.4 million, respectively, in restructuring and other charges, as further discussed in Note 1413 to our financial statements. Net income for the year ended December 31, 2023 included a $971.8 million benefit for income taxes primarily due to a $1,014.0 million release of the majority of our domestic valuation allowance.

(21)In addition to the restructuring and other in our statements of operations, other charges are primarily composed of lease-related expenses associated with closed facilities, charges related to certain legal matters, adjustments to the fair value of our equity investments, expenses incurred in relation to the refinancing of our long-term debt, acquisition-related expenses, and incremental expenses associated with certain professional services.

Core. The 3.4%$141.9 million, or 4.9%, increase in Core revenue for the year ended December 31, 20242025 was driven by 7.1%$104.6 million growth in domain registration and add-on revenues and 5.0%$53.2 million growth in aftermarket revenuesrevenue. dueThis toincrease increasingwas partially offset by a shift in sales volume.mix Partiallyas offsettingwell these increases wasas an 11.6%$11.9 million decrease in hosting revenues primarily duerelated to end-of-life andmigrations migration activitiesaway from certain products and the disposition of certain hosting assets.assets in 2024.

Cost of revenue is primarily represents the direct costs incurredwe incur in connection with selling an incremental product to our customers. SuchSubstantially costsall primarilycost relateof revenue relates to domain registration fees, payment processing fees, third-party commissions and licensing fees for third-party productivity applications.applications, third-party commissions and payment processing fees. Similar to our billing practices, we pay domain costs at the time of purchase for the life of each subscription but recognize the costs of service ratably over the term of our customer contracts. The terms for domain costs are established by agreements between registries and registrars and can vary significantly depending on the top-level domain (TLD).TLD. We expect cost of revenue to increase in absolute dollars in future periods due to increased sales of domains and third-party productivity applications. However, cost of revenue may fluctuate as a percentage of total revenue, depending on the mix of products sold in a particular period.

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and websites.services. These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the operation of our data centers and systems infrastructure supporting those products, excluding depreciation expense. We expect technology and development expenses to decrease as a percentage of revenue in future periods following a period of investment in product development and migration toward a unified infrastructure platform.

The 1.1%$18.2 million, or 5.1%, increase in marketing and advertising expenses for the year ended December 31, 20242025 was primarily attributable to increasedan increase in discretionary advertising spend in support of our strategic initiatives.initiatives, including building broader awareness of our GoDaddy Airo experience.

RestructuringThe $28.3 million, or 71.8%, decrease in restructuring and other ofexpenses $39.4for the year ended December 31, 2025 was attributable to an $8.0 million during 2024 primarily includes $18.2 milliondecrease in severance, employee benefits and equity-based compensation,compensation aspursuant wellto asrestructuring activities. The remaining decrease was attributable to individually immaterial amounts resulting from non-cash impairment charges and abandonment of certain operating leases.leases during the year ended December 31, 2024.

The 24.4%$117.6 million, or 15.9%, increase in A&C Segment EBITDA for the year ended December 31, 20242025 was attributed to a $222.6$236.0 million increase in revenue as described above. This increase was partially offset by ana $118.4 million increase in other segment items driven by higher cost of revenue resultingattributable fromto 20.3%the growthincrease in revenue related to our productivity applications, most notably our pricing and bundling initiatives and increased adoption of our products containing proprietary software, a 40.1% growth in revenue related to our commerce solutions, and a $20.4 million increase in operating expenses (excluding acquisition-related costs, equity-based compensation expense and depreciation and amortization expense) attributable to higher technology and development costs and marketing costs.

Moreover, we focus our operations on entrepreneurs, customers with new ventures and those with established smallsmall- and medium-sized businesses. We aim to grow our revenues by adding new customers, selling additional business solutions to theseexisting customers and encouraging them to continue to use and purchase our products and services. However, theseour customers often have limited budgets and may choose not to allocate resources to our solutions, especially in times of economic uncertainty or recessions. In addition, varying economic conditions could result in decreases or increases in business formations or failures of businesses we serve. If this market fails to be as lucrative as we project orproject, we are unable to market and sell our services to these businesses effectively, or we are unable to increase sales of our products to all customer segments we target, or may target in the future, our ability to grow our revenues and maintain profitability may be harmed.

The markets in which we compete are characterized by constant change, innovation, frequent new product and service introductions and evolving industry standards. We expect these markets to continue to rapidly evolve, including as a result of developments in AI. Our historical success has been, in part, based on our ability to identify and anticipate customer needs and design offerings and services that provide our customers with the tools they need to start and grow their businesses. For example, we have built and continue to enhance our AI-powered experience, Airo,offerings, most recently transformingintroducing Airo AI Builder, an AI-native experience that allows customers to build websites and applications for their businesses. In addition, we transformed the Airo platform into an agentic solution built to help our customers with domain searches and naming, logo creation and website and application building. In addition, we upgraded Websites + Marketing with a new website builder that brings together powerful AI features and editing. We also continue to expandupgrade our commerceother offerings, forincluding example,Websites in+ 2025,Marketing, wewith launchedpowerful GoDaddyAI-driven Capital, a merchant cash advance program,features and Same-Daycapabilities Payouts,to an option forhelp customers tocreate electand to receivemanage their payoutspresence onmore theefficiently sameand day as the payment is processed.effectively.

We must continue to identify our customers' needs and develop new and enhanced solutions, tools and technologies to maintain our competitive position, including solutions and tools powered by AI. The process of developing new solutions, tools, offerings and enhancements is complex, uncertain and can be costly. Additionally, our ability to successfully develop and commercialize new solutions, tools, and offerings particularly those designed to support or utilize emerging technologies such as AI-driven or agent-based systems, may depend on the adoption of such technologies and the willingness of third-party platforms, developers and partners to interoperate with,and integrate with and support these solutions. Any new solutions, tools, offerings, enhancements or technology advancements could fail to attain meaningful customer acceptance for many reasons, some of which may be unknown to us, but may include:

•changing regulatory requirements adversely affecting theour products we offerofferings; and

•poor macroeconomic or business conditions forthat affect our customers or poor general macroeconomic conditions.customers.

We are increasingly using new and rapidly evolving technologies, such as AI,generative includingand agentic AI,AI to, among other things, develop new tools and solutions, add new features in our existing solutions and enhance our own business operations. There are significant risks involved in the development, adoption, use, deployment and maintenance of AI, and AI may also exacerbate existing risks, such as potential increases in intellectual property infringement or misappropriation claims, privacy, data protection, cybersecurity, confidentiality, operational and technological risks, as well as risks associated with harmful content, accuracy, bias and discrimination, any of which could affect our further development, adoption, use, deployment and maintenance of AI. We are also increasingly developing and deploying agentic AI workflows and agents that operate with greater autonomy.autonomy, which may be deployed to perform tasks and make predictions, among other things. In addition to the risks discussed above, these agentic systems and agentsagents, in particular due to the autonomous nature of the technology, could act in ways that present additional risks, including unintended or unauthorized actions, errors, hallucinations, and increased difficulty in predicting, supervising and controlling agentic behavior. Our development, deployment and use of AI technologies, including agentic systems and agents, in new and existing solutions and within our business operations may result in governmental or regulatory scrutiny, litigation, ethical concerns, increases in research and development or other costs or other complications that are not yet known to us, each of which could adversely affect our business, reputation or financial results.

Technologies related to our customers' Identity and Presence, including domain names, websites, website building, social media, search engines, apps, mobile devices and AI-powered tools and services have rapidly evolved and continue to evolve. This continued evolution could negatively impact the demand for certain of our products and services, including domain names, aftermarket, websites and website building tools or email and productivity solutions. For example, the domain name registration market continues to evolve and adapt to changing technologies, which has included, and may in the future include, changes in the administration orand operation of the internet, including the creation and institution of alternate systems for directing internet traffic without using the existing domain name registration system, or fundamental changes in the domain name resolution protocol used by web browsers and other internet applications. Additionally, technological changes to web browsers or internet search could reduce demand for domain names. If internet users' preferences or practices shift away from recognizing and relying on web addresses or they were to significantly decrease their use of web browsers in favor of apps or AI-based tools to locate and access content, demand for our Identity-based solutions, including domain names in the gTLDs we operate could be negatively affected.

OurSimilarly, our customers and their businesses rely heavily on tools and solutions that help them manage and grow their Presence, including dedicated websites,websites and online storesstores, andas well as various social media channels, such as Meta, TikTok, Snapchat, X and WeChat. As reliance on social media channels, applications and AI-powered tools increases, domain names, websites and online stores and marketplaces may become less prominent, and their value may decline. InWe, addition,and weour customers, are also dependent on the interoperability of our productsofferings with and within these channels, applications and mobile devices. If we are unable to effectively integrate our solutions with and within these channels and applications or on these devices, we may lose market share.

In addition, advances in AI, including tools that enable customers to create, modify, and deploy websites, applications or digital experiences using AI-powered platforms, including those that utilize natural language or other high-level inputs rather than traditional development workflows, may alter customer expectations and behavior with respect to website creation, hosting and management. If customers increasingly rely on third-party AI platforms, closed ecosystems or other competing services, including those that offer automated or natural-language-driven website creation and hosting capabilities, demand for our website building tools, hosting products, domain names or related services could decline or pricing pressure could increase, either of which could materially and adversely affect our business.

Some of our current and potential competitors could have greater resources, more brand recognition and awareness, more diversified product offerings, greater international scope and larger customer bases than we do, and we may therefore not be able to effectively compete with them. In addition, some of our competitors may seek to disrupt the market by offering their services and products at lowlower or no cost.cost at all. If our competitors decide to devote greater resources to the development, promotion and sale of products in the markets in which we compete, or if the products offered by these companies are more attractive toto, lower cost or better meet the evolving needs of our customers, our market share, growth prospects and operating results may be adversely affected.

From time to time, we have changed our overall pricing model and the various price points of our solutions, and we expect to do so in the future. However, no assurance can be given that any new pricing model or price points will be optimal and changes in our price points or pricing model have and could result in a loss, decrease or slowing of our total customers or total bookings. In addition, our competitors have in the past implemented, and may in the future implement, various pricing and bundling strategies, including discounts and reductions in price, which may be similar to or more attractive than our own. Individuals as well as smallsmall- and medium sizedmedium-sized businesses have been and could be sensitive to price increases or swayed by different price points offered by our competitors. If changes in our pricing model or price points are unsuccessful, or the strategies of our competitors are more successful than our own, we may be unable to attract new customers or retain our existing customers and we may be required to reduce prices or make other changes to our pricing model to remain competitive. Any of these developments could negatively impact our business, financial condition and results of operations.

We continue to work to increase the breadth and scope of our business, operations and our solutions, tools and offerings. To support future growth, we must continue to improve our information technology and financial infrastructure, operating and administrative systems and our ability to effectively manage headcount, capital and processes. For example, we have made, and may make in the future, significant investments in product development, corporate infrastructure, technology and development, software systems and data center resources, marketing and our GoDaddy Guides. Additionally, we have incurred, and expect to continue to incur, expenses relatingrelated to our investments in our international business and operations, such as (i) our offerings and marketing presence in Europe, Australia, Canada and India, and (ii) our marketing spend to attract new customers, such as WebPros and Independents in non-U.S. markets. We are likely to recognize the costs associated with these actions earlier than some of the anticipated benefits, and the return on these actions may be lower or may develop more slowly than we expect. If we do not achieve the benefits anticipated from these actions, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

As part of our business strategy, we routinely evaluate opportunities that we believe could complement or supplement our business and address the needs of our customers, including possible acquisitions or investments in companies, talent, products, intangible assets or technologies, and for potential joint ventures, new lines of business,business or other strategic investments. Such transactions could result in unforeseen operating difficulties and expenditures and could involve a number of risks, such as:

We have experienced, and may in the future experience, system failures and outages disrupting the operation of our websites or our products such as web-hosting and email, or the availability of our customer care operations. Our revenue depends on the volume of traffic to our websites, the number of customers whose websites we host on our servers and the availability of our customer care operations. Accordingly, the performance, reliability and availability of our websites and servers for our corporate operations and infrastructure, as well as in the delivery of products to customers, are critical to our reputation and our ability to attract and retain customers. Any such system failure or outage could generate negative publicity, which could negatively impact our reputation and financial results. As we continue to transition many of our services to Amazon Web Services (AWS) to host our products, we have become, and may further become, more dependent on AWS and other third parties to accommodate the traffic to our websites and those of our customers.

We continually work to expand and enhance our website features, invest in the underlying technology and infrastructure to accommodate current levels of and potential increases in (i) the volume of traffic on our godaddy.com and affiliated websites, (ii) the number of customer websites we host and (iii) our total customers. We may be unable to project accurately the rate or timing of these increases or to successfully allocate resources to address such increases, which could have a negative impact on customer experience and our financial results. In the future, we may be required to allocate additional resources, including spending substantial amounts to build, purchase or lease data centers and equipment and upgrade our technology and network infrastructure to handle increased customer traffic, as well as increased traffic to customer websites we host. We also expect to increasingly rely on third-party cloud computing and hosting providers, such as AWS, as we transition services to the public cloud. We cannot predict whether we will be able to continue to add network capacity from third-party suppliers as we require it. In addition, our network or our suppliers' networks might be unable to achieve or maintain data transmission capacity high enough to process orders or download data effectively or in a timely manner. Our failure, or our suppliers' failure, to achieve or maintain high data transmission capacity could significantly reduce demand for our products. The property and business interruption insurance coverage we carry may be subject to fact-dependent and incident-specific exclusions or may not be adequate to compensate us fully for losses that may occur.

If we or our external business partners were to experience an event that caused a system outage, disruption or degradation, or if a transition among data centers or service providers or an upgrade or maintenance session encountered unexpected interruptions, unforeseen complexity or unplanned disruptions, our products and services may not be available to customers or may not be delivered reliably and stably. In addition, if our agreements for our data centers and with our service providers are terminated, if we are unable to renew such agreements on commercially reasonable terms or at all, or if the service providers close the facilities or cease providing the services on which we rely, we may be required to transfer to a new service provider, and our agreements may not provide us with adequate time to transfer operations to a new facility in the event of a termination. As a result, our reputation and brand may be harmed, engagement with our products and services may be reduced, and our revenue and profitability could be negatively impacted. We do not have redundancy for all our systems,business manysystems and applications, some of ourwhich criticalremain applicationshosted reside inby only one of our data centers, and ouralthough we have disaster recovery planning in place, it may not account for all eventualities. In addition, we may have limited remedies against these third parties in the event of service disruptions. If third parties are unable to perform these functions on our behalf because of service interruptions or extended outages, or because those services are no longer available on commercially reasonable terms, our expenses could increase and our customers' use of our products could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

Our operations depend on our ability to protect our information systems against interruption, a breach of confidentiality, or other damage from cybersecurity threats and incidents. Our large size and global computer network expose us to a wide variety of cybersecurity threats that include cyber-attacks from individuals, organized crime groups, nation-state sponsored organizations, and others (collectively, threat actors), including attacks that may leverage AI systems to identify and exploit previously unknown or undetected vulnerabilities. These cyberattacks can take many different forms, including but not limited to deploying malicious software, exploiting hardware and software vulnerabilities, social engineering, or other actions to gain access to our systems and data or disrupt our operations. For example, we have experienced, and may continue to experience, an increase in social engineering attacks and have experienced unauthorized access to certain of our systems. In addition, with the evolution of advanced AI models, including frontier models, we are observing an increase in AI-assisted cyberthreats targeting enterprises and customers across the industry, including AI-assisted compromise of widely used open source and supply chain components, phishing, credential theft, identity fraud, domain name transfer attempts and account takeover attempts. These techniques may be used to obtain unauthorized access to customer accounts, initiate fraudulent domain name transfers or changes to account information, circumvent identity verification procedures, or otherwise facilitate fraud against us or our customers. While to date these incidents have not been material and we continue to invest in our cybersecurity defenses, we cannot guarantee that our defenses (or those of our third-party service providers) will be sufficient to prevent a material incident in the future. The increasing use of AI in techniques employed by threat actors, as well as increasing prominence of agentic systems that act autonomously, could present additional risks and could increase the risk of successful attacks that may overwhelm our protection systems faster than we can effectively respond.

In addition to threats from external threat actors, we face internal cybersecurity threats related to our own operations. These threats may include human error, intentional misconduct, or accidental failures, including when using authorized or unauthorized third-party LLMsLLM providers and AI systems. AlthoughWe have experienced, and may continue to experience, internal cybersecurity incidents as a result of conduct within our organization. While to date these incidents have not been material and we havecontinue madeto investmentsinvest in our cybersecurity defenses designed to guarddetect againstsuch insider threats,incidents, we cannot guarantee that our defenses (or those of our third-party service providers) will be sufficient to prevent an insider from causing unauthorized disruption or access to our systems or data.

If security of our supply chain is compromised, upstream providers of such software/hardware are unable to address threats in a timely manner and/or our cybersecurity defenses (or those of our third-party service providers) are insufficient to prevent a cybersecurity incident, we may experience significant data loss or exposure, business disruption, substantial costs, reputational harm, and liability. Any actual or suspected cybersecurity incident may disrupt our business by, among other things, making our network, systems and services partially or totally unavailable or by destroying, corrupting, exposing, or otherwise unlawfully processing data necessary for us or our customers to conduct business. An actual or suspected cybersecurity incident impacting our systems or those of third-party providers, including LLM providers and AI system providers, also may cause us to incur a wide range of costs, including but not limited to acquiring new hardware and software to repair our systems or remediate the effects of the incident, retaining external consultants, and providing notice to affected customers, individuals, and government authorities. A cybersecurity incident also may cause reputational harm if, for example, customers believe we are unable to protect our systems or their data (including sensitive, confidential, proprietary, and personal data). Finally, we have been and in the future may be subject to litigation or governmental investigations relating to our failure to prevent a cybersecurity incident.

System and process failures related to our domain name registration service may result in inaccurate and incomplete information in our domain name database. Despite testing, system and process failures, cybersecurity threats and other vulnerabilities may remain undetected or unknown, which could result in compromised customer data, loss of or delay in revenues, failure to achieve market acceptance, injury to our reputation, increased product costs or other negative impacts, any of which could harm our business. Furthermore, the requirements for registering and maintaining domain namesnames, including those relating to registration data accuracy, cybersecurity, international trade and sanctions compliance and other regulatory obligations, vary from registry to registry and by jurisdiction, each of which is subject to change from time to time. For example, the E.U.'s Network Information Security 2 Directive (the NIS2 Directive) requires, among other things, that registries and entities providing domain name registration services adopt policies and procedures, including verification procedures, to ensure that such entities maintain accurate and complete domain name registration data in their domain name databases. The NIS2 Directive is in the process of being transposed into many E.U. member states' respective national laws. We cannot guarantee we will be able to readily adopt and comply with the varying registry and jurisdictional requirements as they arise. Our failure or inability to properly register or maintain our customers' domain names or comply with applicable laws, rules or regulations relating to domain name registration or maintenance might result in significant expenses and subject us to additional liability, regulatory action, expenses, claims of loss or negative publicity, which could harm our business, brand and operating results.

Competition for highly skilled personnel, particularly employees with technical and engineering skills, is frequently intense. Additionally, we are limited in our ability to recruit global talent may be affected by U.S. immigration laws and policies, including those relatedgoverning H-1B and other employment-based visas. Demand for employment-based visas continues to H-1B visas. The demand for H-1B visas to fill highly-skilled jobs is greater thanexceed the number of H-1B visas available eachannually year.under the statutory cap. In addition, new or modified immigration lawslaws, andregulations, policies mayor furtheragency limitpractices, as well as processing delays or increased compliance costs, could affect the availability ofor H-1B visas, cause delays in the issuancetiming of employment-based visas or increase the costs associated with H-1B visas, any of which could impactand our ability to recruit, hire and retain qualified skilled personnel, which could adversely impact our business, operating results and financial condition.

We release guidance in our quarterly earnings webcasts, quarterly earnings releases,releases or otherwise, based on forecasts by management, which are necessarily speculative in nature and subject to assumptions and inherent challenges in measurement. Our guidance may vary materially from actual results for a variety of reasons, including that our estimates and assumptions prove to be inaccurate. If our revenue, bookings or other operating results, or the rate of growth of our revenue, bookings or operating results, fall below the expectations of our investors or securities analysts, or below any forecasts or guidance we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met our own or other publicly stated financial forecasts. Our failure to meet our own or other publicly stated financial forecasts, or failure to meet securities analyst or investor expectations even when we meet our own forecasts, could cause our stock price to decline and expose us to lawsuits, including securities class action suits. Such litigation could impose substantial costs and divert management's attention and resources.

We had net income of $875.0 million, $936.9 million and $1,375.6 million for the years ended December 31, 2025, 2024 and 2023 respectively. While we have experienced revenue growth over these periods, we may not be able to sustain or increase our growth or maintain profitability in the future or on a consistent basis. We have in the past, and may in the future, experience lower growth rates in customer demand due to factors including inflation, foreign currency headwinds and other factors that may not be known to us at this time. We have incurred substantial expenses and expended significant resources to market, promote and sell our products. We also expect to continue to invest for future growth and to expand our product offerings. In addition, as a public company, we expect to continue to incur significant accounting, legal and other expenses in the future. Furthermore, we have incurred in recent periods, and may incur in future periods, large expenses which are not recurring, but which nonetheless negatively impact our operating results.

•international regulatory or governing bodies may gain increased influence over the management and regulation of the domain name registration system, leading to increased regulation in areas such as taxation, privacy, data protection, cybersecuritycybersecurity, international trade and sanctions compliance, content regulation and the monitoring of our customers' hosted content;

•changes in ICANN leadership could introduce uncertainty that could delay or postpone programs, such as the nextcurrent application round offor new generic TLDTLDs (gTLD) applications,, and that could have a material impact on our business.

In addition, due to changes in privacy and data protection laws, rules and regulations around the world, ICANN and its stakeholders have modified their policies, procedures and contracts related to how registrars collect, store, transmit, publish or otherwise process the personal information of domain name registrants in publicly accessible WHOIS directories. We continue to work with ICANN and our industry counterparts to reconcile conflicts and inconsistencies with such laws, rules and regulations. If ICANN is unable to maintain policies, procedures and contracts consistent with applicable privacy and data protection laws and regulations, our efforts to comply with applicable laws may cause us to violate our existing ICANN contractual obligations. As a result, we could experience difficulties in selling domain name registrations and keeping our existing customer domain names under management, which could have a material adverse effect on our operations and revenue.

In addition to the above, courts and regulators in certain jurisdictions have adopted, and may continue to adopt, broad or evolving interpretations of the obligations of domain name registrars and registries. Such interpretations may include, among other things, disclosure of registrant information, restrictions on the availability or promotion of certain domain names, limitations on privacy or proxy services, requirements to implement intellectual property protection or anti-fraud measures (including Know Your Customer requirements), and compliance with local court ordersorders, sanctions, export control obligations or other enforcement requests, including in cross-border contexts. Compliance with such interpretations, or with inconsistent or conflicting legal requirements across jurisdictions, may increase our costs, require operational changes, limit certain product offerings or expose us to increased litigation, regulatory scrutiny, fines, penalties or enforcement actions, including restrictions on our ability to operate or offer services in certain markets. For more information, please refer to the risk factor "Our business could be affected by new laws, rules, regulations or court orders regarding the internet."

ICANN has periodically authorized the introduction of new TLDs and made domain names related to them available for registration. In 2012, ICANN significantly expanded the number of gTLDs through the first application round of its Expansion Program. This resulted in the delegation of new gTLDs in 2014. ICANN introduced a new gTLD program, Nextthe Round,New gTLD Program: 2026 Round (the "2026 Round"), which is expected to openopened for applications on April 30, 2026. Although the application window closes in August 2026, other phases, including objections, evaluations, contracting and delegation are expected to extend into 2027 and early 2028.

Our competitive position depends in part on our ability to gain access to and meaningfully participate in new TLDsTLD opportunities, including the Next2026 Round. A significant portion of our business relies on our ability to sell domain name registrations to our customers, and any limitations on our access to newly created TLDs, whether as a registrar, a registry operator or a provider of backend registry and other related services, could adversely impact our ability to sell domain name registrations to customers, and, in turn, could adversely impact our business. Furthermore, GoDaddy Registry could also be adversely impacted by delays in, or the timing of, the Next2026 Round or any future gTLD application rounds. Although we expect to continue to sell and pursue operator rights for new gTLDs as they are introduced, our ability to obtain these rights, gain contracts to provide backend registry services, or sell new domain name registrations to our customers may be adversely impacted if the Expansion2026 ProgramRound does not proceed on ICANN's stated timeline, or if, when opened,if we are unable to obtain these rights or gain these contracts for any newly delegated gTLDs, our business and the financial and operational aspects of our business may be harmed. In addition, if the Next2026 Round is delayed for any reason, including as a result of the timing of the policy implementation work or as a result of other governmental, regulatory or jurisdiction-specific requirements or delays, or is not opened in the future at all, the reputation of the industry and our business and the financial and operational aspects of our business may be harmed.

Each registry typically imposes a fee in association with the registration of a domain name. For example, VeriSign, Inc. (Verisign) the registry for .com and .net, has a current annual list prices of $10.26 and $11.66 for .com and .net registrations, respectively, and ICANN charges $0.20 for most domain names registered in the gTLDs within its purview. In addition, Verisign, which operates the .com and .net gTLDs under registry agreements with ICANN and, with respect to the .com gTLD, a Cooperative Agreement with the U.S. Department of Commerce, has previously been given the right to annually increase prices, subject to certain limitations, and it has done so several times in recent years, including to the current .com list price of $10.26.$10.26 In addition, Verisign announced on April 24, 2026, that it would increaseand the feeupcoming from $10.26increase to $10.97 effective November 1, 2026. If fees continue to increase, costs to our customers could become higher, which could have an adverse impact on our results of operations. We have no control over ICANN, Verisign or other domain name registries and cannot predict their future fee structures.

Various jurisdictions have enacted laws that impose requirements related to online safety, content moderation, transparency and advertising practices. For example, the European Union's Digital Services Act (DSA) includesimposes provisionsrequirements related to notice and takedown obligations, transparency, advertising restrictions, reporting obligations, and content moderation processes. Other frameworks, such as Germany's NetzDG and the UK's Online Safety Act (OSA), also establish requirements related to the handling of online content. These and similar regulatory regimes may subject us and certain of our services to additional oversight, including audits and reporting requirements, and non-compliance could result in enforcement measures or fines. In addition, aspects of the DSA, OSA and other new, existing and emerging laws concerning online safety, content moderation and transparency, including at the state and federal levels in the U.S., remain unclear or subject to evolving regulatory guidance and interpretation, and we may be required to modify our policies and practices further in an effort to comply with them. Moreover, regulatory regimes are becoming increasingly fragmented and may diverge or conflict across jurisdictions, making cross-border compliance more complex.

Notwithstanding the exculpatory language of these bodies of law, the activities of our customers have resulted in, and may in the future result in, threatened or actual litigation against us. Although the ACPA, DMCA, CDA and relevant U.S. case law have generally shielded us from liability for customer activities to date, court rulings in pending or future litigation or future regulatory or legislative amendments may narrow the scope of protection afforded us under these laws. Additionally, neither the DMCA nor the CDA generally provides protection from claims of trademark violations and therefore, do not shield us from liability for claims under the Lanham Act or other similar laws. Furthermore, there have been, and continue to be, various congressionalcongressional, state, judicial and executive efforts to narrow, reinterpret, remove or restrict the scope of the protections available under Section 230 of the CDA, which could narrow, condition or repeal existing statutory liability protections which, if successful could decrease our current protections from liability for third-party content and increase our litigation costs. For example, the Stop Enabling Sex Traffickers Act and the Allow States and Victims to Fight Online Sex Trafficking Act may limit the immunity previously available to us under the CDA, which could subject us to investigations or penalties if our customers' activities are deemed illegal or inappropriate. Furthermore, the DSA could negatively impact the scope of the limited immunity provided by the E-Commerce Directive in the E.U. If claims brought against us under these or similar laws are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

Additionally, in May 2025, the U.S. federal government enacted the 'Take It Down Act,' which establishes mandatory takedown procedures for non-consensual intimate images and other specified content. Under the act, online platforms and service providers may be required to respond to verified takedown requests from individuals and remove or restrict access to such content. Failure to comply with theseapplicable obligations under the Act could subject us to civil liability, finesfines, regulatory enforcement or regulatoryother enforcement.legal or compliance obligations. Moreover, because we do not generally pre-screen customer content, we may face challenges in meeting the compliance timelines or verification obligations set forth in the act, particularly if customer content is stored on distributed systems orsystems, served via third-party integrations.integrations or otherwise difficult to identify and remove promptly. Similar notice-and-takedown and online safety obligations have been enacted or proposed in other jurisdictions, and additional laws may impose differing or inconsistent compliance obligations across the jurisdictions in which we operate.

We are, and from time to time we may become, subject to litigationlitigation, arbitration, governmental investigations and variousother legal proceedings, including litigationmatters andinvolving proceedings related to employment matters,employment, intellectual property matters,property, commercial disputes, antitrust and privacycompetition, privacy, cybersecurity, advertising, consumer protection, securities laws and consumeronline protectionplatform laws,operations as well as stockholder derivative suits,actions, class action lawsuits,actions, mass arbitrationarbitrations and other matters.proceedings. For example, we have faced, and may continue to face in the future, claims related to the Fair Labor Standards Act, the California Private Attorneys General Act (PAGA), the Telephone Consumer Protection Act, and the Americans with Disabilities Act, the California Invasion of Privacy Act (CIPA), state privacy laws, and similar federal, state and international consumer protection statutes, including the Brazil Consumer Protection Code).Code. We have also been involved in putative class action lawsuits, including lawsuits alleging violations of the Telephone Consumer Protection Act.Act, the Fair Labor Standards Act and PAGA. Class action plaintiffs in particular often seek substantial statutory damages and attorneys' fees, and demand changes to our products, features or business practices. Although the results of any such current or future litigation, regardless of the underlying nature of the claims, cannot be predicted with certainty, the final outcome of any current or future claims or lawsuits we face could adversely affect our business, financial condition and results of operations. Any negative outcome from claims or litigation, including settlements, could result in payment of substantial monetary damages or fines, attorneys' fees or costly and significant and undesirable changes to our products, features, marketing efforts or business practices. As we have expanded our international business, we have experienced an increase in litigation occurring outside of the U.S., due in part to laws, rules and regulations in certain countries and legal systems with limited experience with claims related to the domain industry. Defending such litigation is costly and time consuming. The outcome of such litigation may not be the same as similar litigation in the U.S., which may have an adverse effect on our business, financial condition and results of operations.

As of MarchJune 31,30, 2026, we had 362371 issued patents in the U.S. and other countries covering various aspects of our product offerings. Additionally, as of MarchJune 31,30, 2026, we had 2134 pending U.S. and international patent applications and intend to file additional patent applications in the future. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. We may choose not to seek patent protection for certain innovations or in certain jurisdictions, and may choose to abandon patents that are no longer of strategic value to us, in each case even if those innovations have financial value to us. In addition, under the laws of certain jurisdictions, patents or other intellectual property rights may be unavailable or limited in scope. Furthermore, it is possible that our patent applications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally sought, that our issued patents will not provide us with any competitive advantages, and that our patents and other intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. In addition, issuance of a patent does not assure that we have an absolute right to practice the patented invention, or that we have the right to exclude others from practicing the claimed invention. As a result, we may not be able to obtain adequate patent protection or to enforce our issued patents effectively.

As of MarchJune 31,30, 2026 we had 560530 registered and 5031 pending trademarks in jurisdictions including the U.S., E.U., UK, China and Germany. We have also registered, or applied to register, the trademarks associated with several of our leading brands in the U.S. and in certain other countries, including for our "Go" logo, "GoDaddy Airo" and "Airo." Competitors and others may have adopted, and in the future may adopt, tag lines or service or product names similar to ours, which could impede our ability to build our brands' identities and possibly lead to confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered and common law trademarks or trademarks incorporating variations of the terms or designs of one or more of our trademarks and opposition filings made when we apply to register our trademarks.

We operate in multiple jurisdictions and engage employees, contractors and third parties around the world, which increases the complexity of compliance with applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and other anti-corruption and anti-bribery laws that generally prohibit bribery, corruption and other improper payments or benefits to foreigninvolving government officials, political partiesparties, orstate-owned private-sectorenterprises, recipientscommercial forcounterparties anand improperother purpose.recipients. Differences in local laws, business practices and enforcement approaches, as well as evolving regulatory expectations, may increase compliance costs and enforcement risk. While we maintain policies, controls and training programs designed to promote compliance with applicable anti-bribery and anti-corruption requirements, these measures may not prevent or detect all improper conduct by employees or third parties for which we could be held responsible. If we are found to have violated anti-bribery or anti-corruption laws, we could be subject to civil or criminal penalties, monetary fines, remediation requirements and reputational harm, which could adversely affect our business, operating results and growth prospects. In addition, responding to investigations or enforcement actions could require significant management time and result in substantial legal and professional costs, resources and significant defense costs and other professional fees.

We have never declared or paid any dividends on our common stock, and we currently do not intend to pay dividends to the holders of our common stock. Our ability to pay dividends on our common stock is limited by our existing indebtedness and may be further restricted by the terms of any future debt incurred or preferred securities issued by us or our subsidiaries or by law. As a result, any capital appreciation in the price of our common stock may be your only source of gain on your investment in our common stock.

In the past, our board of directors has approved the repurchase of shares of our common stock. In August 2023, our board of directors approved the repurchase of up to an additional $1,000.0 million of our common stock. Such approval was in addition to the amount remaining available for repurchases under prior approvals of our board of directors, such that our total approved authority under the program is $4.0 billion of shares of our common stock through 2025. Subsequently, in April 2025, our board of directors approved the repurchase of up to an additional $3.0 billion of our common stock through the end of 2027. Under this or any other future share repurchase program, we may make share repurchases through a variety of methods, including open market share purchases, accelerated share repurchase programs, block transactions or privately negotiated transactions, in accordance with applicable federal securities laws. This authorization does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice. During the threesix months ended MarchJune 31,30, 2026, we repurchased shares of our common stock, which were retired upon repurchase, for an aggregate purchase price of $279.7$833.6 million. Future share repurchase programs may have no time limit, may not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion and without prior notice. The timing and amount of any repurchases, if any, will be subject to liquidity, stock price, market and economic conditions, compliance with applicable legal requirements such as Delaware surplus and solvency tests and other relevant factors. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price.

The existence of this or any future share repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance they will dodo. so because theThe market price of our common stock has in the past, and may declinein the future, fluctuate significantly during the term of our share repurchase program, including declining below the levels at which we repurchased shares of our common stockstock. and short-termShort-term stock price fluctuations could reduce the effectiveness of theour current or future share repurchase programs.

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes included in this Quarterly Report as well as our audited financial statements and related notes and the discussions and analysis in the section titled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements involving significant risks and uncertainties. As a result of many factors, such as those set forth in "Risk Factors," actual results may differ materially from the results described in, or implied by, these forward-looking statements. See the section "Note About Forward-Looking Statements." Throughout the tables and this discussion and analysis, dollars are in millions, excluding average revenue per user (ARPU), and shares are in thousands.

Consolidated FirstSecond Quarter Financial Highlights

Below are our key consolidated financial highlights for the three months ended MarchJune 31,30, 2026, with comparisons to the three months ended MarchJune 31,30, 2025.

•Net income of $214.6$240.1 million, aan decreaseincrease of 2.2%(2).20.1%.

(1) DiscussionThe constant currency impact is set forth in "Reconciliation of Constant Currency" below, and a further discussion of constant currency is set forth in "Quantitative and Qualitative Disclosures about Market RiskRisk.".

The following table provides a reconciliationReconciliation of constantConstant currency:Currency

Total revenue increased 6.1%6.6% and 6.3% for the three and six months ended MarchJune 31,30, 20262026, respectively, due to the increases in our A&C and Core revenues, as described below:

The $51.8$50.9 million, or 11.6%,11.0%, increase in A&C revenue for the three months ended MarchJune 31,30, 2026, and the $102.7 million, or 11.3%, increase in A&C revenue for the six months ended June 30, 2026 was due to continued customer adoption of our subscription-based products.

The $20.8$29.5 million, or 2.8%,3.9%, increase in Core revenue for the three months ended MarchJune 31,30, 2026 was driven by $22.9$22.6 million growth in primary domain registrationsregistration and add-on revenues.revenues and $10.4 million growth in aftermarket revenue.

The $38.3$76.8 million, or 2.7%,5.7%, increase in total bookings for the three months ended MarchJune 31,30, 2026, and the $115.1 million, or 4.2%, increase in total bookings for the six months ended June 30, 2026 waswere driven by continued customer adoption of our subscription-based A&C products.products and strength in domain registration and aftermarket.

Cost of revenue is primarily the direct costs we incur in connection with selling an incremental product to our customers. Substantially all cost primarily relates to domain registration fees, fees for third-party productivity applications, third-party commissions and payment processing fees. Similar to our billing practices, we pay domain costs at the time of purchase for the life of each subscription but recognize the costs of service ratably over the term of our customer contracts. The terms for domain costs are established by agreements between registries and registrars and can vary significantly depending on the top-level domain (TLD). We expect cost of revenue to increase in absolute dollars in future periods due to increased sales of domains and third-partysubscription-based productivity applications.products. However, cost of revenue may fluctuate as a percentage of total revenue, depending on the mix of products sold in a particular period.

The $18.66.2% million,and or5.2% 4.2%, increaseincreases in cost of revenue for the three and six months ended MarchJune 31,30, 20262026, wasrespectively, were driven by the increases in revenue described above.

Technology and development expenses represent the costs associated with the creation, development and distribution of our products and services. These expenses primarily consist of personnel costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the operation of our data centers and systems infrastructure supporting those products, excluding depreciation expense. We expect technology and development expenses to decrease as a percentage of revenue followingdue ato periodbenefits offrom investmentoperational in product developmentefficiencies and our migration towardto a unified infrastructure platform.

TheThere $7.8was million,no ormaterial 7.8%, decreasechange in marketing and advertising expenses for the three months ended MarchJune 31,30, 2026, was attributable to the timing of discretionary advertising spend.2026.

There was no material change in customer care expenses for the three and six months ended MarchJune 31,30, 2026.

There was no material change in general and administrative expenses for the three months ended MarchJune 31,30, 2026.

There was no material change in interest expense for the three and six months ended MarchJune 31,30, 2026.

There was no material change in other income (expense), net for the three and six months ended MarchJune 31,30, 2026.

The $66.8$37.7 million increase in provision for income taxes for the three months ended MarchJune 31,30, 2026,2026 was attributabledriven by higher pre-tax book income and a decrease in excess tax benefits related to astock-based one-time benefit for the recognition of an uncertain tax position of $34.6 million during the three months ended March 31, 2025 as well as an increase in income before income taxes.compensation.

The $28.3$35.3 million, or 14.4%,17.2%, increase in A&C Segment EBITDA for the three months ended MarchJune 31,30, 2026 was attributed to a $51.8$50.9 million increase in revenue as described above. This increase wasabove, partially offset by aan $15.1$11.2 million increase in cost of revenue attributable to the increase in revenue.

The $18.2$15.8 million, or 7.7%,6.4%, increase in Core Segment EBITDA for the three months ended MarchJune 31,30, 2026 was attributed to a $20.8$29.5 million increase in revenue as described above.above, partially offset by a $16.1 million increase in cost of revenue.

We believe our existing cash and cash equivalents and cash generated by operating activities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, our future capital requirements will depend on many factors, including our growth rate, macroeconomic activity, the timing and extent of spending to support domestic and international development efforts, continued brand development and advertising spend, the level of customer care and general and administrative activities, the introduction of new and enhanced product offerings, the costs to support new and replacement capital equipment, the impact of legal proceedings on our liquidity, the completion of strategic acquisitions or share repurchases. Should we pursue additional strategic acquisitions or share repurchases, we may need to raise additional capital, which may be in the form of long-term debt or equity financings.

Net cash used in financing activities decreasedincreased $487.0$46.8 million driven by lowerhigher share repurchases.

Our long-term debt agreements contain covenants restricting, among other things, our ability, or the ability of our subsidiaries, to incur indebtedness, issue certain types of equity, incur liens, enter into fundamental changes including mergers and consolidations, sell assets, make restricted payments including dividends, distributions and investments, prepay junior indebtedness and engage in operations other than in connection with acting as a holding company, subject to customary exceptions. As of MarchJune 31,30, 2026, we were in compliance with all such covenants and had $998.6$998.0 million available for borrowing under the Revolver.

In April 2025, the board approved the repurchase of up to $3.0 billion of our Class A common stock through the end of 2027 as further discussed in Note 4 to the financial statements. During the threesix months ended MarchJune 31,30, 2026, we repurchased a total of approximately 3.09.6 million shares of our Class A common stock, which were retired upon repurchase, for an aggregate purchase price of $279.7$833.6 million.