What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-02-16 compared with 2022-02-17 · 317 added, 256 removed, 817 unchanged (41% of the section changed)

9 unchanged sentences

• Our business will suffer if the small business market for our solutions proves less lucrative than projected or if we fail to effectively acquire and service small business customers.

• If we are unable to attract a more diverse customer base, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners and tech savvy users, for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

• If we are unable to continue to attract a diverse customer base for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

• Our brand is integral to our success.

If we fail to protect or promote our brand, our business and competitive position may be harmed.

• We face significant competition for our products in the domain name registration, website building and web-hosting markets and other markets in which we compete, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

• The future growth of our business depends in significant part on increasing our international bookings.

Our continuing international expansion efforts subject us to additional risks.

• We face significant competition for our applications and commerce and core platform products, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

• The future growth of our business depends in part on our international bookings.

Our continued international presence could subject us to additional risks.

• We have made significant investments to support our growth strategy.

26 unchanged sentences

We cannot be assured that we will achieve similar growth rates in future periods as our total customers and revenue could decline or grow more slowly than we expect.

Our gross customer adds for 2021 have declined relative to 2020 and there is uncertainty regarding levels of customer demand and growth going forward.

The rate at which new and existing customers purchase and renew subscriptions to our products could fluctuate or decline as a result of a number of factors, such as lower demand for domain names, websites and related products, declines in our customers' level of satisfaction with our products and the support provided by our GoDaddy Guides, the timeliness and success of product enhancements and introductions by us and those of our competitors, the pricing offered by us and our competitors, and the frequency and severity of any system outages, breaches, or technological change.

Our revenue has grown historically due in large part to sustained customer growth rates and strong renewals of subscriptions to our domain name registration and hosting and presence products.

Our revenue has grown historically due in large part to sustained customer growth rates and strong renewals of subscriptions.

Our future success depends in part on maintaining strong renewals.

2 unchanged sentences

Any failure by us to continue to attract new customers or maintain strong renewals could have a material adverse effect on our business, growth prospects and operating results.

If we are unable to attract a more diverse customer base, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners and tech savvy users, for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

Our business has been focused in the past few years on serving users who are considering starting a business and small or medium-sized businesses and ventures that are up and running but need help growing and expanding their digital capabilities.

We are also focused on other customer populations, such as Partners, Domain Registrars and Investors, other Registrars and Corporate Domain Portfolio owners, including those that are more technically savvy.

If we are unable to continue to attract a diverse customer base for which we have developed more customized solutions and applications, our business, growth prospects and operating results could be adversely affected.

We aim to serve customers with new ventures and those with established small or medium-sized businesses that may need help growing and expanding their digital capabilities, or Independents.

We also serve and provide products for other customer populations, such as website designers and developers, or WebPros, organizations with their own domain registration offerings, or Domain Registrars, individuals or organizations that manage a portfolio of registered domains, or Investors, and other registrars and corporate domain portfolio owners, including those that are more technically savvy.

For these customers we are developing new features and applications.

For example, for our technically-sophisticated web designers, developers and customers, we provide high-performance, flexible hosting and security products that can be used with a variety of open source design tools as well as Managed WordPress.

For example, for our technically-sophisticated web designers, developers and

customers, we provide high-performance, flexible hosting and security products that can be used with a variety of open source design tools as well as Managed WordPress.

Some of our newly developed products are suited for more technically skilled customers.

2 unchanged sentences

We focus our operations on small businesses, which frequently have limited budgets and may choose to allocate resources to items other than our solutions, especially in times of economic uncertainty or recessions.

We believe that the small business market is underserved, and we intend to continue to devote substantial resources to it, including through our Partners who sell directly to their customers, some of which are small businesses.

We believe that the small business market is underserved, and we intend to continue to devote substantial resources to it, including through our relationships with WebPros who sell directly to their customers, some of which are small businesses.

We aim to grow our revenues by adding new small business customers, selling additional business solutions to existing small business customers and encouraging existing small business customers to continue to use and purchase our products and services.

If the small business market fails to be as lucrative as we project or we are unable to market and sell our services to small businesses effectively, directly or through our Partners, our ability to grow our revenues and become profitable will be harmed.

If we do not successfully develop and market products that anticipate or respond promptly to the needs of our customers, our business and operating results may suffer.

If the small business market fails to be as lucrative as we project or we are unable to market and sell our services to small businesses effectively, directly or through our relationships with WebPros, our ability to grow our revenues and become profitable will be harmed.

If we do not successfully develop and market products that anticipate or respond timely to the needs of our customers, our business and operating results may suffer.

The markets in which we compete are characterized by constant change and innovation, frequent new product and service introductions and evolving industry standards, and we expect them to continue to evolve rapidly.

Our historical success has been based on our ability to identify and anticipate customer needs and design products providing entrepreneurs, small businesses and ventures with the tools they need to create, manage and augment their digital identity.

In response to evolving customer needs, we launched freemium offers for Websites + Marketing, introduced free trials of our digital marketing suite, enabled an enhanced functionality with GoFundMe, introduced robust gift card functionality and virtual appointment support, expanded our capabilities with PayPal and launched basic messaging capability to allow our customers to connect with their customers.

In September 2021, we further expanded our product offerings with the launch of OmniCommerce, which provides customers with an enhanced suite of tools to sell, track and manage sales, and extended GoDaddy Payments (formerly Poynt) with the launch of two POS devices that integrate into our newly-created dashboard, Commerce Hub.

Our historical success has been based on our ability to identify and anticipate customer needs and design products that provide our customers with the tools they need to grow their businesses.

For example, in 2022, we expanded our commerce offerings by enabling payments in all Websites + Marketing through 'Buy Buttons' and provided on-the-go solutions such as GoDaddy Mobile, Pay Links and Virtual Terminal capabilities.

To the extent we are not able to continue to identify challenges faced by entrepreneurs, small businesses and ventures and provide products responding in a timely and effective manner to their evolving needs, our business, operating results and financial condition may be adversely affected.

The process of developing new products and technology is complex and uncertain.

If we fail to accurately predict customers' changing needs, such as the need for expanded online and offline commerce tools, or emerging technological trends, such as artificial intelligence, or if we fail to achieve the benefits expected from our investments in technology, our business could be harmed.

These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + Marketing, our hosting platforms and our security products, those we acquire and develop as a result of acquisitions, such as GoDaddy Payments (formerly Poynt), GoDaddy Studio (formerly Over), Uniregistry's registrar and brokerage business, several registry businesses including Neustar, and SkyVerge, and those related to our partner programs, such as Microsoft.

We must continue to commit significant resources to develop our technology to maintain our competitive position, and these commitments will be made without knowing whether such investments will result in products our customers need and will buy.

There is no assurance we will continue to successfully identify new opportunities, develop and bring new products to market on a timely basis, or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive.

These product and technology investments include those we develop internally, such as our "do-it-yourself" website builder Websites + Marketing and our hosting platforms and security products, those we acquire and develop through acquisitions, such as Dan.com, GoDaddy Domain Academy (formerly DNAcademy), GoDaddy Payments, GoDaddy Studio, Uniregistry's registrar and brokerage business, SkyVerge, and our registry business - GoDaddy Registry, and those related to our partner programs, such as Microsoft.

We must continue to commit significant resources to develop our technology to maintain our competitive position, doing so without knowing whether such investments will result in successful products for our customers.

Our new products or product enhancements could fail to attain meaningful customer acceptance for many reasons, including:

2 unchanged sentences

• negative publicity about product performance or effectiveness, including negative comments on social media;

• poor business conditions for our customers or poor general macroeconomic conditions, including as a result of the COVID-19 pandemic;

• poor business conditions for our customers or poor general macroeconomic conditions, including as a result of the COVID-19 pandemic, international conflicts such as the Russia-Ukraine military conflict or otherwise;

• the perceived value of our products or product enhancements relative to their cost;

• changing regulatory requirements adversely affecting the products we offer.

There is no assurance we will successfully identify new opportunities, develop and bring new products to market on a timely basis, or that products and technologies developed by others will not render our products or technologies obsolete or noncompetitive, any of which could adversely affect our business and operating results.

If our new products or enhancements do not achieve adequate acceptance by our 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.

4 unchanged sentences

Protecting and maintaining awareness of our brand is important to our success, particularly as we seek to attract new customers globally and to increase customer awareness of our full portfolio of products.

We have invested, and expect to continue to invest, substantial resources to increase our brand awareness, both generally and in specific geographies and to specific customer groups, such as individual entrepreneurs, Partners, including designers, developers and agencies, and Domain Investors.

We have invested, and expect to continue to invest, substantial resources to increase our brand awareness, both generally and in specific geographies and to specific customer groups, such as individual entrepreneurs, WebPros, including designers, developers and agencies, and Domain Investors.

If our efforts to protect and promote our brand are not successful, our operating results may be adversely affected.

14 unchanged sentences

If search engines modify their algorithms, our websites may appear less prominently or not at all in search results, which could result in reduced traffic to such websites.

Additionally, if the costs of search engine marketing services, such as Google AdWords, increase, we may incur additional marketing expenses or be required to allocate a larger portion of our marketing spend to this channel and our business and operating results could be adversely affected.

We face significant competition for our products in the domain name registration, website building and web-hosting markets and other markets in which we compete, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

Additionally, if the costs of search engine marketing services, such as Google Ads, increase, we may incur additional marketing expenses or be required to allocate a larger portion of our marketing spend to this channel and our business and operating results could be adversely affected.

We face significant competition for our applications and commerce and core platform products, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

The market for our products is highly fragmented and competitive.

2 unchanged sentences

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.

We expect competition to increase in the future from competitors in the domain and hosting and presence markets, such as United Internet, Newfold Digital, Namecheap, Automattic, WP Engine and Donuts, from companies such as Google, Amazon and Microsoft, which provide web-hosting, other cloud-based services, domain name registration and marketing platforms, those companies which offer Internet marketing platforms such as Meta (the parent company of Facebook, Instagram and WhatsApp), TikTok, Yelp and Toast, and Square, BigCommerce, Stripe and PayPal which offer commerce capabilities.

registration and marketing platforms, those companies which offer Internet marketing platforms such as Meta, TikTok, Yelp and Toast, and Block (formerly Square), BigCommerce, Stripe and PayPal which offer commerce capabilities.

In particular, the extension of the Cooperative Agreement between Verisign Inc.

2 unchanged sentences

While Verisign has not publicly announced whether it will become a registrar, it would become one of our competitors if it were to do so, which could have a negative impact on our business and industry.

In addition, we face competition in the website and e-commerce site building market from competitors such as Wix, Squarespace and Shopify, from providers of social media networks and applications including Meta (the parent company of Facebook, Instagram and WhatsApp) and Tencent, and from digital infrastructure providers including Cloudflare.

In addition, we face competition in the website and e-commerce site building market from competitors such as Wix, Squarespace and Shopify, from providers of social media networks and applications including Meta and Tencent, and from digital infrastructure providers including Cloudflare.

Some of our current and potential competitors 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.

8 unchanged sentences

We may be required to make substantial additional investments in research, development, marketing and sales in order to respond to competition, and there can be no assurance that these investments will achieve any returns for us or that we will be able to compete successfully in the future.

The future growth of our business depends in significant part on increasing our international bookings.

Our continuing international expansion efforts subject us to additional risks.

The future growth of our business depends in part on increasing our international bookings.

Our continued international presence could subject us to additional risks.

Bookings outside of the U.S.

represented approximately 32%, 32% and 33% of our total bookings for 2021, 2020 and 2019, respectively.

We continue to localize our products in numerous markets, languages and currencies, expand our systems to accept payments in forms common outside of the U.S., focus our marketing efforts in numerous non-U.S.

geographies, tailor our customer care offerings to serve these markets, expand our infrastructure in various non-U.S.

locations and establish customer care operations in overseas locations.

represented approximately 32% of our total bookings for 2022, 2021 and 2020.

We continue to add systems 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, expand our infrastructure in various non-U.S.

locations and maintain or establish customer care operations in overseas locations.

Conducting and expanding international operations subjects us to risks we generally do not face in the U.S., including:

1 unchanged sentence

• language translation of, and associated customer care guidance for, our products;

activities of customers especially with respect to hosted content, competition, anti-bribery, and more stringent laws in foreign jurisdictions relating to consumer privacy and protection of data collected from individuals and other third parties;

• compliance with foreign laws, including laws regarding consumer protection, the Internet and e-commerce or mobile commerce, intellectual property, online disclaimers and advertising, liability of Internet service providers for activities of customers especially with respect to hosted content, competition, anti-bribery, and more stringent laws in foreign jurisdictions relating to consumer privacy and protection of data collected from individuals and other third parties;

• accreditation and other regulatory requirements to do business and to provide domain name registration and registry services, web-hosting and other products in foreign jurisdictions;

6 unchanged sentences

• the impact of the COVID-19 pandemic on demand for our products in international markets;

• heightened risk of unfair or corrupt business practices in certain geographies;

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

and multiple and possibly overlapping tax regimes.

Furthermore, through our acquisitions of GoDaddy Studio (formerly Over), Uniregistry's registrar and brokerage business and Neustar's registry business, we have continued to expand our international presence with operations in South Africa, Grand Cayman and Colombia.

Our international expansion efforts may be slow or unsuccessful to the extent we experience difficulties in recruiting, training, managing and retaining qualified personnel with international experience, language skills and cultural competencies in the geographic markets we target, which could negatively impact our bookings and operating results.

Recruiting highly skilled employees in international markets poses additional challenges as we may have less data and market expertise than we have when recruiting domestically.

We may also face challenges recruiting and onboarding personnel as we adopt more extensive work-from-home policies.

Furthermore, as we continue to expand internationally, it may prove difficult to maintain our corporate culture, which we believe has been critical to our success.

In addition, the expansion of our existing international operations and entry into additional international markets has required and will continue to require significant management attention and financial resources.

These increased costs may increase our cost of acquiring international customers, which may delay our ability to achieve profitability or reduce our profitability in the future.

• heightened risk of unfair or corrupt business practices in certain geographies, and compliance with anti-corruption laws, such as the U.S.

Foreign Corrupt Practices Act;

• compliance with market access regulations, tariffs and import, export and general trade regulations, including economic sanctions and embargoes;

• the potential for political, social or economic unrest, terrorism, hostilities or war, including the current military conflict between Russia and Ukraine;

• multiple and possibly overlapping tax regimes.

The expansion of our existing international operations and entry into additional international markets has required and will continue to require significant management attention and financial resources.

These additional costs may increase our cost of acquiring international customers, which may delay our ability to achieve profitability or reduce our 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 operations.

In addition, certain of our operations are in higher risk regions such as China, India, Russia and Ukraine.

Unanticipated events, such as geopolitical changes, could adversely affect those operations.

In particular, there is uncertainty as to the future of U.S.

trade policy with respect to China.

These and other factors associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.

Given the risks associated with our international operations, we may decide to relocate international operations either to other foreign countries or domestically.

Any such relocation would require significant management attention and financial resources, could adversely affect our business, operating results and financial condition, and may not prove to be successful.

Although we do not have material operations in these regions, unanticipated events, such as geopolitical changes associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.

In addition, given the risks associated with our international operations, we may decide to relocate international operations either to other foreign countries or domestically, which could require significant management attention and financial resources and may not prove to be successful, each of which could adversely affect our business, operating results and financial condition.

For example, there is uncertainty as to the future of U.S.

trade policy with respect to China, and in February 2022, Russia launched a military assault in Ukraine which has expanded to a full-scale military invasion of Ukraine by Russian troops.

Although we have not seen a material impact, these and other factors associated with our international operations could impair our growth prospects and adversely affect our business, operating results and financial condition.

In particular, following Russia’s invasion of Ukraine, the U.S., the UK, and the European Union governments, among others, have developed coordinated financial and economic sanctions targeting Russia that, in various ways constrain transactions with numerous Russian entities, including major Russian banks, and individuals.

Although we have no employees or facilities in Russia or Ukraine, we do have a limited number of customers and contractors in these locations.

As a result, a prolonging of this conflict could cause delays in future product launches if such contractors are unable to work and/or it becomes necessary to locate and train new contractors to support these products.

In addition, we opted to shut down our GoDaddy website in Russia and have removed support for the Ruble.

Our business has not been materially impacted to date by the ongoing military conflict, however it is impossible to predict the extent to which our operations will be impacted or the ways in which the conflict may impact our business in the long term.

We have made significant investments to support our growth strategy.

7 unchanged sentences

(i) the expansion of our offerings and marketing presence in India, Europe, Latin America, the Middle East and North Africa, and Asia;

(ii) our targeted marketing spending to attract new customer groups, such as Partners and Independents in non-U.S.

(ii) our marketing spend to attract new customers, such as WebPros and Independents in non-U.S.

and (iii) investments in software systems and additional data center resources to keep pace with the growth of our cloud infrastructure and cloud-based product offerings.

2 unchanged sentences

The scalability and flexibility of our infrastructure depends on the functionality and bandwidth of our data centers, peering sites and servers.

The significant growth in our total customers and the increase in the number of transactions we process have increased the amount of our stored customer data.

The significant growth in our total customers 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.

1 unchanged sentence

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.

We continue to plan for and implement new ERP systems, including e-commerce and revenue recognition, as well as make enhancements to existing platforms and tools.

We continue to make enhancements to existing platforms and tools to support our growth, including to our enterprise resource planning systems related to our e-commerce and revenue recognition.

While we are engaged in this work, we may experience difficulties in managing our existing systems and processes, which could disrupt our operations, the management of our finances and the reporting of our financial results.

In addition, we will continue to rely on legacy systems while we plan for implementation of new systems;

In addition, if we determine new systems or system updates are necessary, we may need to rely on legacy systems while we plan for implementation of such new or updated systems;

such legacy systems may not be able to scale efficiently as our business grows, which may delay future product launches or enhancements.

1 unchanged sentence

We may acquire other businesses or talent, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.

As part of our business strategy, we have in the past made, and may in the future make, acquisitions or investments in companies, talent, products, domain portfolios and technologies we believe will complement or supplement our business and address the needs of our customers, such as our acquisitions of GoDaddy Studio (formerly Over), Uniregistry's registrar and brokerage business, several registry businesses including Neustar, SkyVerge and GoDaddy Payments (formerly Poynt).

As part of our business strategy, we have in the past made, and may in the future make, acquisitions or investments in companies, talent, products, domain portfolios and technologies that we believe will complement or supplement our business and address the needs of our customers, such as our acquisitions of Dan.com, GoDaddy Studio, Uniregistry's registrar and brokerage business, SkyVerge, our registry business, GoDaddy Registry, and GoDaddy Payments.

We cannot ensure we will be able to successfully integrate the acquired products, talent and technology or achieve the revenue and expense synergies we expect as a result of these acquisitions.

Even if we do successfully integrate the acquired products we may not successfully integrate the acquired brands into our portfolio or may decide to modify, retire or change the direction of the brands, which could adversely affect our operating results.

Even if we do successfully integrate acquired products, we may not successfully integrate the associated brands into our portfolio or may decide to modify, retire or change the direction of the associated brands, which could adversely affect our operating results.

If we fail to properly evaluate, execute or integrate acquisitions or investments, the anticipated benefits may not be realized, we may be exposed to unknown or unanticipated liabilities and our business and growth prospects could be harmed.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all.

When acquiring assets in a business carve-out transaction, we may not identify all of the assets we need to operate that business at closing, which could result in additional expense.

In addition, any future acquisitions we complete could be viewed negatively by our customers, investors and industry analysts.

In addition, any future acquisitions we complete could be viewed negatively by our customers, investors or industry analysts.

We may have to pay cash, incur debt or issue equity securities to pay for future acquisitions, each of which could adversely affect our financial condition or the value of our Class A common stock.

Equity issuances in connection with potential future acquisitions may also result in dilution to our stockholders.

We may face competition for acquisitions from larger competitors that may have more extensive financial resources, which may increase the cost or limit the availability of acquisitions.

In addition, our future operating results may be impacted by performance earn-outs, contingent bonuses or other deferred payments.

3 unchanged sentences

Challenges with acquired systems and/or the loss of personnel familiarity with and responsible for such acquired systems could increase our vulnerability to network attacks, security incidents or similar events.

We may also face competition for acquisitions from larger competitors that may have more extensive financial resources, which may increase the cost or limit the availability of acquisitions.

We may encounter difficulties assimilating or integrating the companies, solutions, technologies, accounting systems, personnel or operations we acquire, particularly if the key personnel are geographically dispersed or choose not to work for us.

1 unchanged sentence

We may never realize the benefits of these transition services agreements and we may be unable to manage and coordinate the performance of personnel providing services to us under these agreements.

Leaders and personnel at acquired companies may focus on achieving performance earn-outs or contingent payments rather than integrating with us.

Leaders and personnel at acquired companies may focus on achieving performance earn-outs or contingent payments

rather than integrating with us.

Additionally, we may not integrate an acquired company onto our systems as planned, requiring us to depend on their legacy systems or a transition services agreement for longer than anticipated.

We may enter into new lines of business that offer new products and services, which may subject us to additional risks.

From time to time, we may enter into new lines of business that entail offering new products and services.

For example, in August 2020 we completed the acquisition of the Neustar registry business, which represents our entry into the domain name registry business and in February 2021, we completed our acquisition of Poynt (now known as GoDaddy Payments), which represents our entry into the off-line commerce business to supplement our existing e-commerce offerings.

Our lack of experience with or knowledge of new lines of business we enter, as well as external factors, such as competitive alternatives, potential conflicts of interest, either real or perceived, and shifting market preferences, may impact our implementation and operation of such new lines of business.

Other risks of implementing a new line of business include:

We may enter into new lines of business that offer new products and/or services, which may subject us to additional risks.

From time to time, we may enter into new lines of business that offer new products and/or services.

For example, in February 2021, we completed our acquisition of GoDaddy Payments, facilitating our entry into the off-line commerce and payment facilitation businesses and supplementing our existing e-commerce offerings and in July 2022, we completed our acquisition of Dan.com, which provides our customers with new lease-to-own domain name options.

Our lack of experience with or knowledge of new lines of business we choose to enter, as well as external factors, such as competitive alternatives, potential conflicts of interest, either real or perceived, and shifting market preferences, may impact our implementation and operation of such new lines of business.

Other risks of implementing new lines of business include:

• potential diversion of management's attention, available cash, and other resources from our existing business;

6 unchanged sentences

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, passion and teamwork that we believe contribute to our success and our business may be harmed.

We believe a critical contributor to our success has been our company culture, which we believe fosters innovation, creativity, a customer-centric focus, passion, teamwork collaboration and loyalty.

We believe a critical contributor to our success has been our company culture, which we rely on to foster innovation, creativity, a customer-centric focus, passion, teamwork collaboration and loyalty.

We have invested substantial time and resources in building our team within this co mpany culture.

1 unchanged sentence

Our corporate culture is central to our devoted GoDaddy Guides, which is a key component of the value we offer our customers.

As we continue to evolve our business, expand our global footprint and product portfolio, and rely more on remote workers, we may find it difficult to maintain these important aspects of our culture, which could limit our ability to innovate and operate effectively.

As we continue to evolve our business, expand our global footprint and product portfolio, and rely more on remote and foreign workers, we may find it difficult to maintain these important aspects of our culture, which could limit our ability to innovate and operate effectively.

We believe we provide a workplace in which employees are best served by direct discussion with management regarding pay, benefits and other workplace practices.

Currently none of our workforces in the U.S.

is 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 our products, which could adversely impact our culture and results of operations.

As a result of the COVID-19 pandemic, a substantial portion of our personnel, including our GoDaddy Guides, have been working remotely, which could negatively affect our culture.

In late 2021, we reopened certain offices and allowed employees to return to such offices on a voluntary basis.

We expect to do this for other offices in 2022.

We anticipate working arrangements for most employees will differ from the arrangements before the COVID-19 pandemic.

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 our products, which could adversely impact our culture and 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 in accordance with local regulations.

As a result of the COVID-19 pandemic, since 2020 a substantial portion of our personnel, including our GoDaddy Guides, have been working remotely, which could negatively affect our culture.

In late 2021, we began reopening certain offices in accordance with guidance from governmental authorities and health experts.

As of the date of this filing, we have invited most employees to return to our offices on a voluntary basis.

We expect to continue to reopen other offices this year.

We anticipate working arrangements for most employees will continue to differ from the arrangements before the COVID-19 pandemic.

We expect that some of our employees may continue to work from home on a full-time or part-time basis.

6 unchanged sentences

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, including on social media, which could negatively impact our reputation and financial results.

As we continue our transition over the next several years to AWS to host our products, we have become, and will become, more dependent on third parties to accommodate the high volume of traffic to our websites and those of our customers.

Any such system failure or outage could generate negative publicity, which could negatively impact our reputation and financial results.

As we continue our transition over the next several years to Amazon Web Services (AWS) to host our products, we have become, and will become, more dependent on third parties to accommodate the high volume of traffic to our websites and those of our customers.

We are continually working to expand and enhance our website features, technology and network infrastructure and other technologies to accommodate substantial 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 overall total customers.

9 unchanged sentences

We rely on third parties, and other parties with which those third parties contract, to perform certain technology, processing, servicing and support functions on our behalf, and may in the future choose to transition a function previously managed by us to such third parties.

In particular, we are in the process of transitioning from company-owned and co-located data centers to third-party cloud computing and hosting providers, including AWS.

In particular, we are in the process of transitioning a portion of our workloads from company-owned and co-located data centers to third-party cloud computing and hosting providers, including AWS.

When we choose to transition a function to a third party, we may spend significant time and effort, incur higher costs than originally expected and experience delays in completing such transition.

2 unchanged sentences

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.

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

We outsource a substantial majority of our cloud infrastructure to AWS, which hosts some of our products and platforms.

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 such as the COVID-19 pandemic, fraud or security attacks, all of which could impact our service to our customers.

In addition, if 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’ requirements, result in negative publicity which could harm our reputation and brand and may adversely affect the usage of our platform.

The substantial majority of the services we use from AWS are for cloud-based server capacity and, to a lesser extent, storage and other optimization 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.

A network attack, a security breach or other data security incident could delay or interrupt service to our customers, harm our reputation or subject us to significant liability.

2 unchanged sentences

Any of these parties may also attempt to fraudulently induce employees, customers, or other third-party users of our systems to disclose sensitive information, wittingly or unwittingly, in order to gain access to our data or that of our customers or third parties with whom we interact.

As an operator of critical Internet infrastructure, the company is frequently targeted and experiences a high rate of attacks.

As an operator of a large Internet infrastructure, the company is frequently targeted and experiences a high rate of attacks.

These include the most sophisticated forms of attacks, such as advanced persistent threat attacks and zero-hour threats.

These forms of attacks involve situations where the threat is not compiled or has been previously unobserved within our observation and threat indicators space until the moment it is launched.

For example, we regularly experience distributed denial of service (DDOS) attacks aimed at disrupting service to our customers and attempts by hackers to place illegal or abusive content on our or our customers' websites, and we may be subject to DDOS attacks or content abuse in the future.

These forms of attacks involve situations where the threat is not compiled or undetectable within our observation and threat indicators space until the moment it is launched.

For example, we regularly experience, and may experience in the future, distributed denial of service (DDOS) attacks aimed at disrupting service to our customers and attempts by hackers to place illegal or abusive content on our or our customers' websites.

Our response to such DDOS attacks may be insufficient to protect our network and systems, especially as attacks increase in size and nation-state actors use DDOS attacks against political and economic adversaries.

In addition, there has been an increase in the number of malicious software attacks in the technology industry generally, including newer strains of malware, ransomware and cryptocurrency mining software.

Moreover, retaliatory acts by Russia in response to economic sanctions or other measures taken by the international community against Russia arising from the Russia-Ukraine military conflict could include an increased number or severity of cyber attacks from Russia or its allies.

Social engineering efforts may compromise our personnel or those of our third-party vendors, leading to unauthorized access to facilities, systems or information we have a responsibility to protect, which could lead to the unauthorized acquisition of information, the unavailability of systems or information or the compromise of customer accounts.

Despite efforts to promote security awareness and training for our personnel and vendors, malicious actors are increasingly sophisticated and successful in their use of social engineering techniques.

In 2020 and 2021, we experienced an increased level of social engineering attempts and several successful social engineering efforts, including by a persistent threat actor, which have, among other things, attempted to transfer customer domain names and targeted domains related to cryptocurrency.

We have experienced, and may continue to experience, social engineering attempts, some of which have been successful, including by a persistent threat actor, who, among other things, has attempted to transfer customer domain names and has targeted customer domains related to cryptocurrency.

We have taken steps and continue to work to enhance our security and resilience against social engineering, requiring additional engineering efforts and modifications to our technology architecture as well as the expenditure of time and additional cost.

We cannot guarantee that in all cases our efforts will be successful or that future social engineering incidents will have similarly minimal impact to our financial and reputational harm.

We cannot guarantee our backup systems, regular data backups, security protocols, network protection mechanisms, cybersecurity awareness training, insider threat protection program, access controls, and other procedures and measures currently in place, or that may be in place in the future, will be adequate to prevent or remedy network and service interruption, system failure, third-party operating systems and software vulnerabilities, damage to one or more of our systems, data loss, security breaches or other data security incidents.

We cannot guarantee that in all cases our efforts will be successful or that future social engineering incidents will have minimal impact to our financial and reputational harm.

in place, or that may be in place in the future, will be adequate to prevent or remedy network and service interruption, system failure, third-party operating systems and software vulnerabilities, damage to one or more of our systems, data loss, security breaches or other data security incidents.

Also, our products are cloud-based, and the amount of data we store for our customers on our servers has been increasing as our business has grown.

Despite the implementation of security measures, our infrastructure may be vulnerable to computer viruses, worms, other malicious software programs, social engineering attacks, insider threats, credential theft and related abuse, illegal or abusive content or similar disruptive problems caused by our customers, employees, consultants or other Internet users who attempt to invade or disrupt public and private data networks or to improperly access, use or obtain data.

Any actual or perceived breach of our security could expose us to a risk of loss or litigation and possible liability and subject us to regulatory or other government inquiries or investigations, which will require us to expend significant capital and other resources to remediate the breach, any of which would harm our business, financial condition and operating results.

For example, in July 2018 we discovered a third party had accessed certain data of our Domain Factory customers.

We spent significant time and resources responding to the initial incident and subject access requests (SARs) from Domain Factory customers.

To date, the Bavarian Data Protection Agency has not rendered its final decision on its investigation of this incident;

nor has it issued any fines, but we could be subject to fines in the future related to this incident in an amount we cannot predict at this time.

In March 2020, we discovered a threat actor compromised the hosting login credentials of approximately 28,000 hosting customers to their hosting accounts as well as the login credentials of a small number of our personnel.

These hosting login

credentials did not provide access to the hosting customers' main GoDaddy account.

We experience cybsersecurity incidents, and any actual or perceived breach of our security could expose us to a risk of loss or litigation and possible liability and subject us to regulatory or other government inquiries or investigations, which will require us to expend significant capital and other resources to remediate the breach, any of which would harm our business, financial condition and operating results.

For examples, in March 2020, we discovered a threat actor compromised the hosting login credentials of approximately 28,000 hosting customers to their hosting accounts as well as the login credentials of a small number of our personnel.

These hosting login credentials did not provide access to the hosting customers' main GoDaddy account.

We have spent resources investigating and responding to this activity, notified the impacted customers, reported the activity to applicable regulatory authorities, and are responding to requests for information regarding our data privacy and security practices, including from the Federal Trade Commission (FTC) pursuant to Civil Investigative Demands issued in July 2020 and October 2021.

The timing of resolution and the outcome of this matter are uncertain.

In September 2021, we identified unauthorized access to, and acquisition of, data stored on Confluence, an on-premise corporate content management system, owned and provided by a third party service provider, Atlassian, Inc.

We spent significant time and resources to assess the nature of the data exfiltrated and have notified this incident to applicable regulatory authorities and law enforcement.

In November 2021, using a compromised password, an unauthorized third party accessed the provisioning system in our legacy code base for Managed WordPress (MWP), which impacted up to 1.2 million active and inactive MWP customers across multiple GoDaddy brands.

We reported the MWP incident to applicable regulatory authorities and have responded to inquiries from customers, strategic partners, regulators, and the media.

The timing of resolution and outcome of the MWP and Confluence incidents are uncertain.

The timing of resolution and outcome of this matter are uncertain.

In December 2022, an unauthorized third party gained access to and installed malware on our cPanel hosting servers.

The malware intermittently redirected random customer websites to malicious sites.

We continue to investigate the root cause of the incident.

Based on our investigation, we believe these incidents are part of a multi-year campaign by a sophisticated threat actor group that, among other things, installed malware on our systems and obtained pieces of code related to some services within GoDaddy.

To date, these incidents as well as other cyber threats and attacks have not resulted in any material adverse impact to our business or operations, but such threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them.

In case of a future incident, a history of past incidents, such as those mentioned herein, may increase the risk of higher sanctions, or that investigations into past incidents may be re-invigorated.

If the security of the confidential information or personal information we or our vendors or partners maintain, including that of our customers and the visitors to our customers' websites stored in our systems, is breached or otherwise subjected to unauthorized access, our reputation may be harmed and we may be exposed to liability.

Our business involves the storage and transmission of confidential information, including personal information.

In addition, as nearly all of our products are cloud-based, the amount of data we store for our customers on our servers (including personal information and other potentially sensitive information), and on servers used by our vendors and partners (such as AWS), has been increasing.

If the security of the confidential information, personal information or payment card information we or our vendors or partners maintain, including that of our customers and the visitors to our customers' websites stored in our systems, is breached or otherwise subjected to unauthorized access, our reputation may be harmed and we may be exposed to liability.

Our business involves the storage and transmission of confidential information, including personal information and payment card information.

In addition, nearly all of our products are cloud-based and we store such data for our customers on our servers, and on servers used by our vendors and partners, such as AWS.

We take measures intended to protect the security, integrity and confidentiality of the personal information and other sensitive information, including payment card information, that we collect, store or transmit, but cannot guarantee that inadvertent or unauthorized use or disclosure of such information will not occur or that third parties, including nation-states and bad actors, or our personnel, or those of our vendors will not gain unauthorized or other malicious access to this information or systems where personal information is processed despite our preventative efforts or those of our vendors or partners.

If third parties succeed in penetrating our security measures or those of our vendors and partners, or in otherwise accessing or obtaining without authorization the payment card information or other sensitive or confidential information we or our vendors and partners maintain, we could be subject to liability, loss of business, litigation, government investigations or other losses.

As we continue to rely more on third-party and public-cloud infrastructure, such as AWS and other third-party service providers, we have become, and will become, more dependent on third-party security measures to protect against unauthorized access, cyber attacks and the mishandling of customer data and we may be required to expend significant time and resources to address any incidents related to the failure of those third-party security measures.

Increased handling of personal information and other customer data and confidential information by vendors, partners and other third parties, including through our increased reliance on third-party and public-cloud infrastructure and other third-party service providers, may create increased risks of unauthorized disclosure, misuse or loss of these types of information.

We also anticipate being required to expend significant resources in an effort to maintain and improve efforts in our oversight of vendors and other third parties with whom we share data or otherwise process data on our behalf.

In addition, our customers may request we produce evidence of our data security program as part of their own compliance programs.

As we continue to rely more on third-party and public-cloud infrastructures, such as AWS and other third-party service providers, we have become, and will become, more dependent on third-party security measures to protect against unauthorized access, cyber attacks and the mishandling of customer data.

Increased handling of personal information and other customer data and confidential information by third parties may create increased risks of unauthorized disclosure, misuse or loss of these types of information and may require us to expend significant time and resources to address incidents of failure in such third parties' security measures.

We also anticipate being required to expend significant resources to maintain and improve our oversight of vendors and other third parties with whom we share data or otherwise process data on our behalf.

In addition, our customers and partners have in the past and may in the future request we produce evidence of our data security program as part of their own compliance programs.

Responding to such requests may be costly and time consuming.

If we or our partners experience any breaches or sabotage of our security measures, or otherwise suffer unauthorized use or disclosure of, or access to, personal information or other confidential information, including payment card information, we might be required to expend significant capital and resources to remediate these problems and protect against additional breaches or sabotage.

We may not be able to remedy any problems caused by hackers or other similar actors in a timely manner, or at all, due to, among other things, a lack of qualified personnel to handle such problems or the failure of our personnel to follow internal policies and procedures.

We may not be able to remedy any problems caused by threat actors in a timely manner, or at all, due to, among other things, a lack of qualified personnel to handle such problems or the failure of our personnel to follow internal policies and procedures.

Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until after they are launched against a target, we and our vendors and partners may be unable to anticipate these techniques or to implement adequate preventative measures on a timely basis.

Advances in computer capabilities, discoveries of new weaknesses, increased likelihood of nation-state cyber attacks, and other developments with software generally used by the Internet community, such as the Meltdown and Spectre vulnerabilities, which exploit security flaws in chips manufactured in the last 20 years, the Shellshock vulnerability in the Linux Bash shell, the Log4Shell vulnerability in the widely used logging library Log4j, continually evolving ransomware attacks, or developments related to vendor software (e.g., SolarWinds Orion product incident), also increase the risk that we, or our customers using our servers and services, will suffer a security breach.

We or our partners may also suffer security breaches or unauthorized access to personal information and other

confidential information, including payment card information, due to employee error, rogue employee activity, unauthorized access by third parties acting with malicious intent or committing an inadvertent mistake, or social engineering.

Advances in computer capabilities, discoveries of new weaknesses, increased likelihood of nation-state cyber attacks (including retaliatory cyber attacks by Russia in response to economic sanctions resulting from the Russia-Ukraine military conflict), and other developments with software generally used by the Internet community, such as the Meltdown and Spectre vulnerabilities, which exploit security flaws in chips manufactured in the last 20 years, the Shellshock vulnerability in the Linux Bash shell, the Log4Shell vulnerability in the widely used logging library Log4j, continually evolving ransomware attacks, or developments related to vendor software (e.g., SolarWinds Orion product incident), also increase the risk that we, or our customers using our servers and services, will suffer a security breach.

We or our partners may also suffer security breaches or unauthorized access to personal information and other confidential information, including payment card information, due to employee error, rogue employee activity, unauthorized access by third parties acting with malicious intent or committing an inadvertent mistake, or social engineering.

If a breach of our security or other data security incident occurs or is perceived to have occurred, the perception of the effectiveness of our security measures and our reputation could be harmed and we could lose current and potential customers.

Security breaches or other unauthorized access to personal information and other confidential information, including payment card information, could result in claims against us for unauthorized purchases with payment card information, identity theft or other similar fraud claims as well as for other misuses of personal information, including for unauthorized marketing purposes, which could result in a material adverse effect on our business or financial condition.

Moreover, these claims could cause us to incur penalties from payment card associations (including those resulting from our failure to adhere to industry data security standards), termination by payment card associations of our ability to accept credit or debit card payments, litigation and adverse publicity, and regulatory or other government inquiries or investigations, any of which could have a material adverse effect on our business and financial condition.

Although we maintain cyber liability insurance coverage that may cover certain liabilities in connection with a security breach or other security incident, we cannot be certain our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim, including if a nation-state is declared the sponsor or perpetrator of such act;

Security breaches or other unauthorized access to personal information and other confidential information, including payment card information, could result in mandatory customer, regulator, contractual, and/or payment card provider notifications, litigation, government investigations, adverse publicity, and claims against us for unauthorized purchases with payment card information, identity theft or other similar fraud claims, and claims for other misuses of personal information, including for unauthorized marketing purposes, which could result in a material adverse effect on our business, financial condition or reputation.

Moreover, these claims could cause us to incur penalties from payment card associations (including those resulting from our failure to adhere to industry data security standards), or termination by payment card associations of our ability to accept credit or debit card payments, any of which could have a material adverse effect on our business and financial condition.

In addition, certain insurers have denied coverage if a nation-state is declared the sponsor or perpetrator of such security breach or incident.

For example, following the U.S., UK, Canadian and Australian governments' attribution of Russia for the NotPetya ransomware attack, Zurich American Insurance Co.

denied Mondelez International, Inc.'s claim for damages from that attack, resulting in ongoing litigation between Zurich and Mondelez, which raises broader uncertainty across the cyber insurance market regarding the availability of coverage for nation-state-led cyber attacks.

The successful assertion of one or more large claims against us that exceed available insurance coverage, the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, or denials of coverage based on "act of war" or similar exclusions triggered by attribution of an attack to a nation-state, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

denied Mondelez International, Inc.'s claim for damages from that attack, resulting in ongoing litigation between Zurich and Mondelez.

However, a January 2022 ruling from a court in New Jersey permitted Merck & Co.

to recover under its cyber insurance policies for a NotPetya attack.

These examples suggest there continues to be uncertainty across the cyber insurance market regarding the availability of coverage for nation-state-led cyber attacks.

The successful assertion of one or more large claims against us that exceed available insurance coverage, the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, or denials of coverage based on "act of war" or similar exclusions triggered by attribution of an attack to a nation-state, particularly given the heightened risk of cyber attacks due to the ongoing Russia-Ukraine military conflict, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

We expect to continue to expend significant resources to protect against security breaches and other data security incidents.

The risk that these types of events could seriously harm our business is likely to increase as we expand the number of cloud-based products we offer and operate in more countries.

If we experience fraudulent activity relating to our, or our third party vendors’ products and services, we could suffer service interruptions or incur substantial costs.

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, and other fraudulent schemes.

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 and reputational harm.

Although we implement multiple fraud prevention and detection controls, we cannot be certain that our efforts to address external fraudulent activity, such as revenue share fraud, domain name hijacking or other fraudulent 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.

We rely on our marketing efforts and channels to promote our brand and acquire new customers.

3 unchanged sentences

There can be no assurance that our marketing efforts will succeed.

If we lose access to one or more of these channels, because the adverting costs have become prohibitively expensive or we change our marketing practices for any reason, we may be unable to promote our brand effectively, which could limit our ability to grow our business.

If we lose access to one or more of these channels, we may be unable to promote our brand effectively, which could limit our ability to grow our business.

Further, if our marketing activities fail to generate traffic to our website, attract new customers or lead to new sales or renewals of our products at the levels we anticipate or our efforts to personalize our marketing efforts are not successful, our business and operating results could be adversely affected.

7 unchanged sentences

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 digital identities.

Our GoDaddy Guides primarily engage with customers through direct calls, but we also increasingly engage with our customers via other communication channels, such as

chat, social media, webcasts and we continue to increase our self-serve solutions.

As we continue to broaden our portfolio of solutions, increase the size of our customer base and scope of our solution deployments within our customers' IT infrastructure, we must continue to 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 in accordance with our 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 due to the COVID-19 pandemic.

Our customers depend on our GoDaddy Guides to guide them as they create, manage and grow their digital identities, support their ubiquitous presence, both online and offline, and enable them with products to meet their commerce needs.

Our GoDaddy Guides primarily engage with customers through direct calls, but have increasingly engaged with customers via other communication channels, such as chat, social media and webcasts, and we continue to increase our self-serve solutions.

As our customer base continues to grow, 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 growing customers' needs, our reputation, financial results and business prospects may be materially harmed.

An interruption in service and other challenges could negatively impact our business.

Our international GoDaddy Guides are engaged through third parties and not directly by us.

A portion of our international GoDaddy Guides is engaged through third parties and not directly by us.

We continue to refine our efforts in customer care so we can adequately serve our domestic and international customers.

A portion of our international GoDaddy Guides are engaged through third parties and not directly employed by us.

A portion of our international GoDaddy Guides is engaged through third parties and not directly employed by us.

If our agreements with such third parties are terminated for any reason, we will need to find and/or train alternative providers, which could increase our costs.

In addition, such a disruption could adversely impact our ability to serve our customers and to sell products to new and existing customers and we may experience a decline in our subscription renewal rates and in our ability to cross-sell our products and our reputation may suffer, any of which could adversely affect our business, reputation and operating results.

cross-sell our products and our reputation may suffer, any of which could adversely affect our business, reputation and operating results.

Our future performance depends in part on the services and performance of our senior management and key employees.

6 unchanged sentences

The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel or delays in hiring required personnel, may seriously harm our business, financial condition and operating results.

Additionally, due to the COVID-19 pandemic, we temporarily closed offices and required substantially all personnel to work remotely.

In late 2021, we reopened certain offices and allowed employees to return to such offices on a voluntary basis.

Throughout the COVID-19 pandemic, we have helped our employees adapt to the work from home environment through technology assistance and continued learning opportunities.

Additionally, due to the COVID-19 pandemic, in 2020, we temporarily closed our offices and required substantially all personnel to work remotely.

In late 2021, we began reopening certain offices in accordance with guidance from governmental authorities and health experts.

As of the date of this filing, we have invited most employees to return to our offices on a voluntary basis.

Our employees remain highly productive.

We expect to maintain and continue to improve our productivity and efficiency through the remote work environment, and the hybrid in-person and remote work environment, as our offices continue to open.

However, we cannot predict how our employees or business will be impacted by the ongoing COVID-19 pandemic and we may experience difficulties onboarding new employees, managing employees and maintaining our culture while we work remotely and continue our return-to-office.

We expect to maintain and continue to improve our productivity and efficiency through the remote work environment, and the hybrid in-person and remote work environment.

However, we cannot predict how our employees or business will be impacted by the ongoing uncertainty relating to the COVID-19 pandemic, and we may experience difficulties onboarding new employees, managing employees and maintaining our culture while we work remotely and continue our return-to-office.

Competition for highly skilled personnel, particularly employees with technical and engineering skills, is frequently intense, particularly in U.S.

tech hubs such as the San Francisco Bay area, Seattle and Austin.

Competition may be exacerbated by intensified restrictions on travel and social distancing during the COVID-19 pandemic and other future health crises.

We are limited in our ability to recruit global talent by U.S.

6 unchanged sentences

We maintain a network of different types of partners, some of which create integrations with our products.

For example, we partnered with Microsoft Corporation to offer Office 365 email and related productivity tools and with Open-Xchange to offer OX-App-suite to our customers.

We also worked 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, Square and Mercado Libre.

For example, we partner with Microsoft Corporation to offer Office 365 email and related productivity tools and with Open-Xchange to offer OX-App-suite to our customers.

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 (formerly Square) and Mercado Libre.

We have invested and will continue to invest in partner programs to provide new product offerings to our customers and help us attract additional customers.

1 unchanged sentence

Further, these integrated products could require substantial investment while providing no assurance of return or incremental revenue.

We also rely on some of our partners to create integrations with third-party applications and platforms used by our customers, such as the email encryption service provided by ProofPoint, email backup and migration services provided by SkyKick and email archiving services provided by Barracuda.

We also rely on some of our partners to create integrations with third-party applications and platforms used by our customers, such as the email encryption service provided by INKY Technology Corporation, email backup and migration services provided by SkyKick and email archiving services provided by Barracuda.

If our partners fail to create such integrations, or if they change the features of their applications or alter the terms governing use of their applications in an adverse manner, demand for our products could decrease, which would harm our business and operating results.

If we are unable to maintain our contractual relationships with 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, and we may experience delays and increased costs in adding customers and may lose customers.

Any ineffectiveness of our partner programs could materially adversely affect our business and results of operations.

Any ineffectiveness of our partner programs could materially

adversely affect our business and results of operations.

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.

17 unchanged sentences

We occupy our leased data center capacity pursuant to co-location service agreements with third-party data center facilities, which have built and maintain the co-located data centers for us and other parties.

Although we have begun to service some of our customers through our cloud infrastructure as part of our partnership with AWS, we still serve customers from our GoDaddy-owned, Arizona-based data center as well as domestic and international co-located data center facilities most significantly located in Virginia, France, the Netherlands and Singapore.

Although we own the servers in these co-located data centers and engineer and architect the systems upon which our platforms run, we do not control the operation of these facilities, and we depend on the operators of these facilities to ensure their proper security, maintenance and insurance.

Despite precautions taken at our data centers, these facilities may be vulnerable to damage or interruption from break-ins, computer viruses, crypto-jacking, DDOS or other cyber attacks, acts of terrorism, vandalism or sabotage, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events.

The occurrence of any of these events or other unanticipated problems at these facilities could result in loss of data (including personal or payment card information), lengthy interruptions in the availability of our services and harm to our reputation and brand.

3 unchanged sentences

We also have agreements with other critical infrastructure vendors which provide all of our facilities, including our data centers, with bandwidth, fiber optics and electrical power.

None of these infrastructure vendors are under any obligation to continue to provide these services after the expiration of their respective agreements with us, nor are they obligated to renew the terms of those agreements.

Our existing co-located data center agreements may not provide us with adequate time to transfer operations to a new facility in the event of early termination.

None of these infrastructure vendors are under any obligation to continue to provide

these services after the expiration of their respective agreements with us, nor are they obligated to renew the terms of those agreements.

If we are unable to renew these agreements on commercially reasonable terms, or if the service providers close such facilities or cease providing such services, we may be required to transfer to a new service provider, which may cause us to incur costs and service interruptions.

In addition, our existing co-located data center agreements may not provide us with adequate time to transfer operations to a new facility in the event of a termination.

If we were required to move our equipment to a new facility without adequate time to plan and prepare for such migration, we would face significant challenges due to the technical complexity, risk and high costs of the relocation.

Any such migration could result in significant costs for us and may result in data loss and significant downtime for a significant number of our customers which could damage our reputation and brand, cause us to lose current customers or become unable to new customers and adversely affect our operating results and financial condition.

Any such migration could result in significant costs for us and may result in data loss and significant downtime for a significant number of our customers which could damage our reputation and brand, cause us to lose current customers or become unable to attract new customers and adversely affect our operating results and financial condition.

Our business is exposed to risks associated with credit card and other payment chargebacks, fraud and new payment methods.

6 unchanged sentences

However, we face the risk that we may fail to maintain an adequate level of fraud protection 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 payments or other form of online payments from customers, which would have a material adverse effect on our business, financial condition and operating results.

In addition, as we expand our presence in offline commerce through our GoDaddy Payments products and services, we face additional risks in payment processing due to merchant screening, hardware failures, hardware servicing and manufacturing costs, and risks associated with the interface of our hardware products with third-party mobile devices.

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 merchant screening, hardware failures, hardware servicing and manufacturing costs, 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.

4 unchanged sentences

Online commerce and communications depend on the secure transmission of confidential information over public networks.

Additionally, with the expansion of our offline commercial offerings through GoDaddy Payments products and services, we face additional burdens in securing and transmitting payment information.

Additionally, with the expansion of our offerings through GoDaddy Payments products and services, we face additional burdens in securing and transmitting payment information.

We rely on encryption and authentication technology to authenticate and secure the transmission of confidential information, including cardholder information.

8 unchanged sentences

Our quarterly and annual operating results may be adversely affected due to a variety of factors, which could make our future results difficult to predict and could cause our operating results to fall below investor or analyst expectations.

Our quarterly and annual operating results and key metrics have varied from period to period in the past, and may fluctuate in the future as a result of a number of factors, many of which are outside of our control, including:

• our ability to attract new customers and retain existing customers;

29 unchanged sentences

• timing of expenses;

• macroeconomic conditions and the impact on the worldwide economy and our financial results as a result of the COVID-19 pandemic;

• macroeconomic conditions and the related impact on the worldwide economy, including the effects of inflation, deflation or a recession or other adverse economic conditions, any of which may be as a result of the continued uncertainty resulting from the COVID-19 pandemic or international conflicts such as the Russia-Ukraine military conflict;

• threatened or actual litigation;

5 unchanged sentences

We may release guidance in our quarterly earnings conference calls, quarterly earnings releases, or otherwise, based on predictions by management, which are necessarily speculative in nature.

Our guidance may vary materially from actual results for a variety of reasons, including that our cash generation may be uneven across quarters.

If our revenue, bookings or 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.

Our guidance may vary materially from actual results for a variety of reasons.

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 revenue, bookings or earnings forecasts.

2 unchanged sentences

We may not be able to achieve or maintain profitability in the future.

We had net income of $243 million in 2021, net loss of $494 million in 2020 and net income of $138 million in 2019.

While we have experienced revenue growth over these same periods, we may not be able to sustain or increase our growth or maintain profitability in the future or on a consistent basis, including as a result of the impact of the COVID-19 pandemic on customer demand for our products and our costs associated with modifying our operations, including moving all personnel to work remotely, in response.

Customer demand for our products declined in the second quarter of 2021 and while it improved in the second half of 2021, there remains uncertainty about the levels of customer demand and growth going forward.

We had net income of $353 million in 2022, net income of $243 million in 2021 and net loss of $494 million in 2020.

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.

In the past 12 months, we have experienced lower growth rates in customer demand than in prior years due to factors including the ongoing COVID-19 pandemic and inflation as well as foreign currency headwinds due to the strength of the U.S.

There remains uncertainty about the levels of customer demand and growth and we may experience lower growth rates in the future due to these factors and other factors that may not be known at this time.

We have incurred substantial expenses and expended significant resources to market, promote and sell our products.

7 unchanged sentences

If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed and our stock price could be volatile or decline.

In addition, because we have a substantial accumulated deficit, if we are unable to maintain profitability in future periods, we may be restricted under Delaware law in our ability to take certain corporate actions, including the payment of dividends or the repurchase of shares of our Class A common stock.

We may need additional equity, debt or other financing in the future, which we may not be able to obtain on acceptable terms, or at all, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.

1 unchanged sentence

We may try to raise additional funds through public or private financings, strategic relationships or other arrangements, or by refinancing our existing indebtedness.

Our ability to obtain any financing will depend on a number of factors, including market conditions, our operating performance, investor interest and, in the case of debt financing, our debt levels, expected debt amortization, interest rates and our credit rating.

Volatility in the credit markets, including due to the COVID-19 pandemic, may have an adverse effect on our ability to obtain debt financing.

Our ability to obtain any financing will depend on a number of factors, including market conditions, our operating performance, investor interest and, in the case of debt financing, our then-current debt levels, expected debt amortization, interest rates and our credit rating.

Volatility in the credit markets, including due to ongoing uncertainty relating to the COVID-19 pandemic, the ongoing Russia-Ukraine military conflict, as well as the U.S.

Federal Reserve Bank's actions and pace of interest rate increases to combat inflation in the U.S.

may have an adverse effect on our ability to obtain debt financing.

Our credit rating may also be affected by our liquidity, financial results, economic risk or other factors, which may increase the cost of future financings.

42 unchanged sentences

To the extent we need funds and Desert Newco is restricted from making such distributions under applicable law or regulation or under any present or future debt covenants or otherwise unable to provide such funds, and we do not have sufficient funds to pay tax or other liabilities or to fund our operations, it could materially adversely affect our business, financial condition, results of operations and cash flows.

Under the certain agreements, we will not be reimbursed for any payments made to our pre-IPO owners in the event any related tax benefits are later disallowed, or if sufficient profitability to utilize the related tax savings is not achieved.

Under certain tax receivable agreements, we will not be reimbursed for any payments made to our pre-IPO owners in the event any related tax benefits are later disallowed, or if sufficient profitability to utilize the related tax savings is not achieved.

We entered into certain Tax Receivable Agreements (TRAs) with our pre-IPO owners.

5 unchanged sentences

Our substantial indebtedness, including our credit facility, the Senior Notes due in 2027 and the Senior Notes due in 2029, collectively the Senior Notes, could have a material adverse effect on our business and financial condition, including:

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and pursue future business opportunities;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations and capital expenditures and pursue future business opportunities;

• increasing our vulnerability to adverse economic, industry or competitive developments;

24 unchanged sentences

As a result of the restrictions described above, we may be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.

The terms of any future indebtedness we may incur could include more restrictive covenants.

There can be no assurance that we will be able to comply with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the applicable lenders or holders or amend the covenants.

Our failure to comply with these restrictive covenants as well as other terms of our indebtedness or the terms of any future indebtedness could result in a default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date.

In addition, the terms of any future indebtedness we may incur could include additional restrictive covenants.

There can be no assurance that we will be able to comply with current or additional covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the applicable lenders or holders or amend the covenants.

Our failure to comply with current or future restrictive covenants or other current or future terms of indebtedness could result in a default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date.

If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected.

11 unchanged sentences

In the event we do not receive sufficient cash from our subsidiaries, we will be unable to make required payments on our indebtedness.

In addition, if we repatriate funds from our

international subsidiaries to service our indebtedness, we may be subject to a higher effective tax rate, which could negatively affect our results of operations and financial condition.

In addition, if we repatriate funds from our international subsidiaries to service our indebtedness, we may be subject to a higher effective tax rate, which could negatively affect our results of operations and financial condition.

In the event of a default under our credit facility, Senior Notes or any future agreements governing our indebtedness and our failure to obtain a waiver of such default, our lenders or holders could exercise their right to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, which could have a negative impact on our ability to operate our business.

2 unchanged sentences

We may be required to repurchase some of the Senior Notes upon a change of control triggering event.

Holders of the Senior Notes can require us to repurchase the Senior Notes upon a change of control.

Holders of the Senior Notes can require us to repurchase the Senior Notes upon a change of control of our company.

Our ability to repurchase the Senior Notes may be limited by law or the terms of other agreements relating to our indebtedness.

In addition, we may not have sufficient funds to repurchase the Senior Notes or have the ability to arrange necessary financing on acceptable terms, if at all.

A change of control may also constitute a default under, or result in the acceleration of the maturity of, our other then-existing indebtedness, including our credit facility.

A change of control of our company may also constitute a default under, or result in the acceleration of the maturity of, our other then-existing indebtedness, including our credit facility.

Our failure to repurchase the Senior Notes would result in a default under the Senior Notes, which may result in the acceleration of the Senior Notes and other then-existing indebtedness, including our credit facility.

16 unchanged sentences

Congress or other legislative bodies in the U.S.

could take action unfavorable to us or influencing customers to move their business from our products to those located outside the U.S.;

could take action unfavorable to us, influencing customers to move their business from our products to those located outside the U.S.;

Congress or other legislative bodies in the U.S.

1 unchanged sentence

Congress or other legislative bodies in the U.S.

or in other countries could adopt laws that erode the safe harbors from third-party liability in the CDA (Section 230) and DMCA;

or in other countries could adopt laws that erode the safe harbors from third-party liability in the CDA (Section 230) and the Digital Millennium Copyright Act;

• ICANN could fail to maintain its role, potentially resulting in instability in DNS services administration and operation;

9 unchanged sentences

If ICANN is unable or unwilling to harmonize these policies and contracts with applicable privacy laws, 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 names and keeping our existing customer domain names under management if we are unable to reach an amicable contractual solution with ICANN, which could have a material adverse effect on our operations and revenue.

As a result, we could experience

difficulties in selling domain names and keeping our existing customer domain names under management if we are unable to reach an amicable contractual solution with ICANN, which could have a material adverse effect on our operations and revenue.

ICANN periodically authorizes the introduction of new TLDs.

A delay in access to new TLDs could adversely impact our business, results of operations and our reputation.

A delay in access to new TLDs could adversely impact our business, results of operations and reputation.

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 Expansion Program.

In 2012, ICANN significantly expanded the number of gTLDs through the first application round of the Expansion Program.

This resulted in the delegation of new gTLDs in 2014.

2 unchanged sentences

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 could adversely impact our ability to sell domain name registrations to customers, and thus could adversely impact our business.

Furthermore, our acquisition of Neustar Inc.'s registry business in 2020, and our entry into the registry business, means GoDaddy Registry is also impacted by delays of 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 domains to our customers, we may be unable to do so if the Expansion Program does not continue.

Furthermore, our acquisition of Neustar's registry business in 2020, and our entry into the registry business, means GoDaddy Registry is also impacted by delays of 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 domains to our customers may be adversely impacted if the Expansion Program does not continue.

In addition, if a new application round of the Expansion Program is not opened in the future, the reputation of the industry and our business and the financial and operational aspects of our business may be harmed.

2 unchanged sentences

Each registry typically imposes a fee in association with the registration of each domain name.

For example, VeriSign, the registry for .com and .net, has a current list price of $8.39 annually for each .com registration, and ICANN currently charges $0.18 annually for most domain names registered in the gTLDs falling within its purview.

For example, VeriSign, the registry for .com and .net, has a current list price of $8.97 annually for each .com and .net registration, and ICANN currently charges $0.18 annually for most domain names registered in the gTLDs falling within its purview.

In 2016, VeriSign and ICANN agreed that VeriSign will continue to be the exclusive registry for the .com gTLD through November 2024.

3 unchanged sentences

In March 2020, VeriSign and ICANN amended the .com registry agreement to allow fees to be increased to no more than $10.26 annually for each .com registration.

In February 2022, Verisign announced that it will increase the annual registry-level wholesale fee for new and renewal .com domain name registrations to $8.97, effective September 1, 2022.

In September 2022, Verisign increased the annual registry-level wholesale fee for new and renewal .net domain name registrations from $8.39 to $8.97, and in February 2023, Verisign announced it would increase the annual registry-level wholesale fee for new and renewal .com domain name registrations from $8.97 to $9.59, effective September 1, 2023.

If fees continue to increase, costs to our customers could be higher, which could have an adverse impact on our results of operations.

6 unchanged sentences

Our failure to comply with these or any future laws, regulations or obligations could subject us to sanctions and damages and could harm our reputation and business.

We are subject to a variety of laws and regulations, including regulation by various federal government agencies, including the FTC, FCC and state and local agencies.

We collect personal information, including payment card information, and other data from our current and prospective customers, website users and employees.

federal and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personal information or other data of individuals, including payment card information, and the FTC and many state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data.

Self-regulatory obligations, other industry standards, policies and other legal obligations may apply to our collection, distribution, use, security or storage of personal information or other data relating to individuals, including payment card information.

We are subject to a variety of laws and regulations, including regulation by various federal government agencies, including the FTC, FCC and state and local agencies, as well as data privacy and security laws in jurisdictions outside of the U.S.

We collect personal information, including payment card information, and other confidential data from our current and prospective customers, website users and employees.

federal and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personal information or other confidential data of individuals, including payment card information, and the FTC and many state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data.

Self-regulatory obligations, other industry standards, policies and other legal obligations may apply to our collection, distribution,

use, security or storage of personal information or other data relating to individuals, including payment card information.

These obligations may be interpreted and applied inconsistently from one jurisdiction to another and may conflict with one another, other regulatory requirements or our internal practices.

Any failure or perceived failure by us to comply with U.S., E.U.

or other foreign privacy or security laws, policies, industry standards or legal obligations or any security incident resulting in the unauthorized access to, or acquisition, release or transfer of, personal information or other data relating to our customers, employees and others, including payment card information, may result in governmental enforcement actions, litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

or other foreign privacy or security laws, policies, industry standards or legal obligations or any security incident resulting in the unauthorized access to, or acquisition, release or transfer of, personal information or other confidential data relating to our customers, employees and others, including payment card information, may result in governmental enforcement actions, litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

We expect there will continue to be newly enacted and proposed laws and regulations as well as emerging industry standards concerning privacy, data protection and information security in the U.S., the E.U.

3 unchanged sentences

On November 4, 2020, the CPRA, was passed by California voters replacing and amending several parts of the existing CCPA.

The new Act will come into effect beginning January 1, 2023.

To date, the requirements of CCPA and CPRA have not incurred significant cost or impact to our data processing practices.

However, other states such as Colorado and Virginia have enacted or are considering similar legislation that may require us to modify our data processing practices for which the cost and impact are currently not predictable.

The new Act came into effect beginning January 1, 2023.

To date, we have not incurred significant cost or impact regarding our data processing practices due to the requirements of CCPA and CPRA.

However, other states have enacted or are considering similar legislation that may require us to modify our data processing practices for which the cost and impact are currently not predictable.

Future restrictions on the collection, use, sharing or disclosure of our users' data or additional requirements for express or implied consent of users for the use, disclosure or other processing of such information could increase our operating expenses, require us to modify our products, possibly in a material manner, or stop offering certain products, and could limit our ability to develop and implement new product features.

1 unchanged sentence

of personal data (as such term is used in the GDPR and applicable E.U.

member state legislation, and as similarly defined under the proposed ePrivacy Regulation) from our employees and European customers and users, we historically relied upon the U.S.-E.U.

member state legislation, and as similarly defined under the proposed ePrivacy Regulation) from our employees and European customers and users, we historically relied upon the E.U.-U.S.

Privacy Shield, as well as E.U.

Model Clauses in certain circumstances.

The U.S.-E.U.

The E.U.-U.S.

Privacy Shield was invalidated by the Court of Justice of the E.U.

in July 2020, and the E.U.

Model Clauses have been subject to legal challenge and were recently updated in June 2021.

We may be unsuccessful in maintaining legitimate means for our transfer and receipt of personal data from the European Economic Area (EEA).

We continue to assess the "Schrems II" decision issued by the Court of Justice of the E.U.

on July 16, 2020, and its impact on our data transfer mechanisms.

in July 2020 (Schrems II), and the E.U.

Model Clauses have been subject to legal challenge and were updated in June 2021.

Following Schrems II, we have an ongoing process to review Data Processing Agreements with our sub-processors and, where there is a transfer involving a third country, to incorporate valid data transfer mechanisms, such as the 2021 Standard Contractual Clauses (SCCs) for personal data transfers between E.U.

countries without an adequacy decision from the European Commission.

We will continue to transfer personal data under the SCCs and in accordance with further guidance from EU data protection authorities and the European Data Protection Board where relevant, and we are preparing to adopt the proposed E.U.-U.S.

Data Privacy Framework, should it be approved by the E.U.

Further, we continue to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks associated therewith.

Notwithstanding the aforementioned measures, we may be unable to maintain legitimate means for our transfer and receipt of personal data from the European Economic Area (EEA).

We may, in addition to other impacts, experience additional costs associated with increased compliance burdens, and we and our customers face the potential for regulators in the EEA to apply different standards to the transfer of personal data from the EEA to the U.S., and to block, or require ad hoc verification of measures taken with respect to certain data flows from the EEA to the U.S.

4 unchanged sentences

Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition.

In addition, several foreign countries and governmental bodies, including the E.U., Brazil, and Canada, have laws and regulations concerning the collection and use of their residents' personal information, including payment card information, which are often more restrictive than those in the U.S.

Regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal information, including payment card information identifying, or which may be used to identify, an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol (IP) addresses, device identifiers and other data.

Although we believe we comply with those laws and regulations applicable to us, these and other obligations may be modified and interpreted in different ways by courts, and new laws and regulations may be enacted in the future.

Within the EEA, the GDPR took full effect on May 25, 2018, becoming directly applicable across E.U.

In addition, several foreign countries and governmental bodies, including the E.U., Brazil, India and Canada, have laws and regulations concerning the collection and use of their residents' personal information, including payment card information, which are often more restrictive than those in the U.S.

Although we believe we comply with those laws and regulations applicable to us, these obligations may be modified and interpreted in different ways by courts, and new laws and regulations may be enacted

in the future.

Within the EEA, the GDPR took full effect on May 25, 2018, and became directly applicable to companies established across E.U.

member states.

The GDPR includes stringent operational requirements for processors and controllers of personal data, for companies established in the EEA and those outside the EEA that collect and use personal data (including payment card information) imposes significant penalties for non-compliance and has broader extra-territorial effect.

As the GDPR is a regulation rather than a directive, it applies throughout the EEA, but permits member states to enact certain supplemental requirements if they so choose.

The GDPR also has broad extraterritorial effect on companies established outside the EEA, with stringent requirements for processors and controllers of personal data and imposes significant penalties for non-compliance.

Noncompliance with the GDPR can trigger fines of up to the greater of €20 million or 4% of global annual revenues.

5 unchanged sentences

data protection authorities, or other regulatory bodies in the longer term.

In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

In addition, some countries, such as India, are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.

On October 27, 2022, the European Union published the Digital Services Act (DSA) in its Official Journal.

The DSA, which requires governed companies to comply with its provisions beginning the first quarter of 2024, imposes new content moderation obligations, notice obligations, advertising restrictions and other requirements on digital intermediaries, including providers of intermediary services, hosting services, online platforms, Very Large Online Platforms (VLOPs) and Very Large Online Search Engines (VLOSEs).

Noncompliance with the DSA could result in fines of up to 6% of annual global revenues, which are in addition to the ability of civil society organizations and non-governmental organizations to lodge class action lawsuits.

Any new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations.

1 unchanged sentence

These mandatory disclosures regarding a security breach, or any other disclosures we may choose to undertake, could result in an increased risk of litigation and/or negative publicity to us, which may cause our customers to lose confidence in the effectiveness of our data security measures which could impact our operating results.

In addition, we are required under the GDPR to respond to customers' SARs and under the CCPA to similar customer requests, each within a certain time period, which entails determining what personal data is being processed, the purpose of any such data processing, to whom such personal data has been disclosed (and in the case of the CCPA, sold) and whether personal data is being disclosed for the purpose of making automated decisions relating to that customer.

In addition, we are required under the GDPR to respond to customers' subject access requests (SARs) and under the CCPA to similar customer requests, each within a certain time period, which entails determining what personal data is being processed, the purpose of any such data processing, to whom such personal data has been disclosed (and in the case of the CCPA, sold) and whether personal data is being disclosed for the purpose of making automated decisions relating to that customer.

We may dedicate significant resources to responding to our customers' SARs, which could have a negative impact on our operating results.

8 unchanged sentences

We do not proactively monitor or review the appropriateness of the domain names our customers register or the content of their websites, and we do not have control over customer activities.

The safeguards we have in place may not be sufficient to avoid harm to our reputation and brand, especially if such hostile, offensive or inappropriate customer content is high profile or misinterpreted as content supported by us.

The safeguards we have in place may not be sufficient to avoid harm to our

reputation and brand, especially if such hostile, offensive or inappropriate customer content is high profile or misinterpreted as content supported by us.

federal statutes may apply to us with respect to various activities of our customers, including:

3 unchanged sentences

For example, the safe harbor provisions of the DMCA shield Internet service providers and other intermediaries from direct or indirect liability for copyright infringement.

However, under the DMCA, we must follow the procedures for handling copyright infringement claims set forth in the DMCA, including expeditiously removing or disabling access to the allegedly infringing material upon the receipt of a proper notice from, or on behalf of, a copyright owner alleging infringement of copyrighted material located on websites we host.

• The Communication Decency Act (CDA) , generally protects Internet service providers that do not own or control website content posted by customers from liability for certain activities of customers through regulation of Internet content unrelated to intellectual property.

The safe harbor provisions of the DMCA, however, shield Internet service providers and other intermediaries from direct or indirect liability for copyright infringement, provided that we follow the procedures for handling copyright infringement claims set forth in the DMCA.

These include expeditiously removing or disabling access to the allegedly infringing material upon the receipt of a proper notice from, or on behalf of, a copyright owner alleging infringement of copyrighted material located on websites we host.

• The Communication Decency Act (CDA) generally protects Internet service providers that do not create or develop website content posted by customers from liability for certain activities of customers through regulation of Internet content unrelated to intellectual property.

Under the CDA, we are generally not responsible for the customer-created content hosted on our servers and thus are generally immunized from liability for torts arising from, for example, the posting of defamatory or obscene content.

4 unchanged sentences

Additionally, neither the DMCA nor the CDA generally apply to claims of trademark violations, and thus they may be inapplicable to many of the claims asserted against our company.

Furthermore, there have been, and continue to be, various Congressional and executive efforts to remove or restrict the scope of the protections available under Section 230 of the CDA, which if successful could decrease our current protections from liability for third-party content and increased litigation costs.

In addition, other bodies of law, including state criminal laws, may be deemed to apply or new statutes or regulations may be adopted in the future, any of which could expose us to further liability and increase our costs of doing business.

If such claims 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.

For example, the Stop Enabling Sex Traffickers Act (SESTA) and the Allow States and Victims to Fight Online Sex Trafficking Act (FOSTA) 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.

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.

In addition, the DSA, a package of legislation intended to update the liability and safety rules for digital platforms, products and services, could negatively impact the scope of the limited immunity provided by the E-Commerce Directive in the EU.

Our business depends on our customers' continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure.

5 unchanged sentences

Such interference could result in a loss of existing users, advertisers and goodwill or increased costs, or could impair our ability to attract new users, thereby harming our revenue and growth.

Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting Internet neutrality, could decrease the demand for our products and increase our operating costs.

Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting

Internet neutrality, could decrease the demand for our products and increase our operating costs.

The legislative and regulatory landscape regarding the regulation of the Internet and, in particular, Internet neutrality, in the U.S.

7 unchanged sentences

For example, we have faced or continue to face claims related to the Fair Labor Standards Act, the Telephone Consumer Protection Act, the Americans with Disabilities Act and the Arizona Consumer Fraud Act (and similar federal, state and international consumer protection statutes, including the Brazil Consumer Protection Code).

In particular, we recently settled three class action complaints alleging violations of the Telephone Consumer Protection Act.

In particular, in the past, we have settled class action complaints alleging violations of the Telephone Consumer Protection Act.

Plaintiffs in such current and future litigation matters often file such lawsuits on behalf of a putative or certified class and typically claim substantial statutory damages and attorneys' fees, and often seek changes to our products, features or business practices.

As a result, 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 payments of substantial monetary damages or fines, attorneys' fees or

costly and significant and undesirable changes to our products, features, marketing efforts 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 payments 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 expand our international operations, we have experienced an increase in litigation occurring outside of the U.S., due in part to consumer-friendly laws 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 final 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.

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.

Further, claims or litigation brought against our customers or business partners may subject us to indemnification obligations or obligations to refund fees to, and adversely affect our relationships with, our customers or business partners.

12 unchanged sentences

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 not to pursue patent protection 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.

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.

12 unchanged sentences

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 new logo launched in January 2020, the "Go." 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.

and in certain other countries, including for our new logo launched in January 2020, the "Go." 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.

3 unchanged sentences

Any inability on our part to protect adequately our intellectual property may have a material adverse effect on our business, operating results and financial condition.

We are involved in intellectual property claims and litigation asserted by third parties, and may be subject to additional claims and litigation in the future, which could result in significant costs and substantially harm our business and results of operations.

In recent years, there has been significant litigation in the U.S.

1 unchanged sentence

Companies providing web-based and cloud-based products are increasingly bringing, and becoming subject to, suits alleging infringement of proprietary rights, particularly patent rights.

The possibility of intellectual property infringement claims also may increase to the extent we face increasing competition and become increasingly visible.

The possibility of intellectual property infringement claims also may increase to the extent we face heightened competition and become more visible.

Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property rights.

19 unchanged sentences

Moreover, any future amendment to Section 230 of the CDA may increase our liability and could expose us to civil or criminal liability for the actions of our customers, if we do not effectively detect and mitigate these risks.

In addition, we may face potential liability for other forms of account, website or domain name hijacking, including misappropriation by third parties of our customer accounts, websites or domain names and attempts by third parties to operate accounts, websites or domain names or to extort the customer whose accounts, websites or

domain names were misappropriated.

Furthermore, we are exposed to potential liability as a result of our domain privacy product, wherein the identity and contact details for the domain name registrant are masked.

Furthermore, we are exposed to potential liability as a result of our domain privacy product, whereby the identity and contact details for the domain name registrant are masked.

Although our terms of service reserve our right to take certain steps when domain name disputes arise related to our privacy product, including the removal of our privacy service, the safeguards we have in place may not be sufficient to avoid liability, which could increase our costs of doing business.

9 unchanged sentences

If intellectual property laws diverge internationally or are interpreted inconsistently by local courts, we may be required to devote additional time and resources to enhancing our screening program in international markets.

For example, we are involved in a large number of claims in India involving the registration of domain names that include trademarked strings of text.

For example, we are involved in a large number of claims in India involving the registration of domain names alleged to incorporate strings of text matching third party trademarks.

While these claims are individually and collectively immaterial, they may require additional time and resources to resolve, and as we expand internationally, we face additional intellectual property claims.

27 unchanged sentences

Treasury Department's Office of Foreign Assets Control (OFAC).

These also include U.S., UK and E.U.

financial and economic sanctions targeting Russia following its invasion of Ukraine.

If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm.

1 unchanged sentence

embargoed or sanctioned countries, governments, persons and entities.

We employ country-specific IP blocks in comprehensively sanctioned jurisdictions, customer screening, and other measures designed to ensure regulatory compliance.

We employ country-specific log-in and/or cart blocks in comprehensively sanctioned jurisdictions, customer screening, and other measures designed to ensure regulatory compliance.

When we screen customers against such sanctions lists, we rely on the data provided to us by our customers;

if customers do not provide complete or accurate data, our screening process may fail to identify customers who are denied parties.

if customers do not provide complete or accurate data, our screening process may fail to

identify customers who are denied parties.

As such, there is risk that in the future we could provide our products to denied parties despite such precautions.

30 unchanged sentences

Any of these events could have an adverse effect on our business and results of operations.

Our payments business, including GoDaddy Payments, is subject to various laws, regulations, restrictions and risks.

Our payments related operations, including GoDaddy Payments, is subject to various laws, regulations, restrictions and risks.

Our failure to comply with such rules, regulations, and restrictions regarding our payments business could materially harm our business.

8 unchanged sentences

These payment card networks have adopted rules and regulations that apply to all merchants who accept their payment cards including special operating rules that apply to GoDaddy Payments as a "payment facilitator" providing payment processing services to our Go Daddy Payments' customers.

The payment card networks have established separate network rules that apply to us.

Each payment card network has discretion to interpret its own network operating rules and may make changes to such rules at any time.

1 unchanged sentence

In addition, these payment card networks may increase in the future, the interchange fees and assessments that they charge for each transaction that accesses their networks, and may impose special fees or assessments on any transactions that access their networks.

Our payment networks have the right to pass any increases in interchange fees and assessments on to us, which could increase our costs and thereby adversely affect our financial performance.

We may also be subject to fines assessed by the payment card networks resulting from any rule violations by us or our GoDaddy Payments' customer.

Our payment card networks have the right to pass any increases in interchange fees and assessments on to us, which could increase our costs and thereby adversely affect our financial performance.

We may also be subject to fines assessed by the payment card networks resulting from any rule violations by us or our GoDaddy Payments' customers.

For instance, we could be subject to penalties from payment card networks if we fail to detect that our GoDaddy Payments' customers are engaging in activities that are illegal, contrary to the payment card network operating rules, or considered "high risk." Any such penalties could become material and could result in termination of our ability to accept payment cards or could require changes in our process for registering new GoDaddy Payments' customers.

7 unchanged sentences

Any of these risks could cause us to lose our ability to process payments, and our business and operating results could be adversely affected.

GoDaddy Payments' risk management efforts may not be effective, and we could be exposed to substantial losses and liability which could substantially harm our business.

GoDaddy Payments offers payments and other products and services to our customers.

We have programs to vet and monitor these customers and the transactions we process for them as part of our risk management efforts, but such programs require continuous improvement and may not be effective in detecting and preventing fraud and illegitimate transactions.

When GoDaddy Payments' payments services are used to process illegitimate transactions, and we settle those funds to customers and are unable to recover them, we suffer losses and liability.

As a greater number of sellers, including customers with larger sale volumes, use GoDaddy Payments' services, our exposure to material losses from a single seller, or from a small number of sellers, will increase.

In addition, customers could attempt to use our payments products and services for illegal activities or improper uses.

While our terms of service prohibit the use of our products by our customers for illegal or improper activities and allow us to take appropriate actions in response to such activities, any use of our payments platform for illegal or improper activities or failure by us to detect or prevent illegal or improper activity by our customers may subject us to claims, individual and class action lawsuits,

and government and regulatory requests, inquiries, or investigations that could result in liability, restrict our operations, impose additional restrictions or limitations on our business or require us to change our business practices, harm our reputation, increase our costs, and negatively impact our business.

Risks Related to Owning our Class A Common Stock

2 unchanged sentences

Shareholder activists frequently propose to involve themselves in the governance, strategic direction and operations of companies.

Shareholder activists have also become increasingly concerned with companies' efforts with respect to environmental, sustainability and governance standards.

For example, Starboard Value L.P., an activist investor, has reported, as of November 2022, that it holds approximately 7.7% ownership interest in our outstanding common stock.

Shareholder activists have also become increasingly concerned with companies' efforts regarding environmental, sustainability and governance standards.

Responding to actions by activist shareholders, such as requests for special meetings, potential nominations of candidates for election to our board of directors, requests to pursue a strategic combination or other transaction, or other special requests may disrupt our business and divert the attention of management and employees.

In addition, any perceived uncertainties as to our future direction resulting from such a situation could result in the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or potential customers and make it more difficult to attract and retain qualified personnel and business partners, all of which could negatively impact our business.

Shareholder activism could result in substantial costs.

2 unchanged sentences

The trading price of our Class A common stock is likely to be highly volatile and these fluctuations could cause you to lose all or part of your investment in our common stock.

Since shares of our Class A common stock were sold in our initial public offering (IPO) in April 2015 at a price of $20.00 per share, the reported high and low sales prices of our Class A common stock have ranged from $21.04 to $93.75 per share through February 11, 2022.

Since shares of our Class A common stock were sold in our initial public offering in April 2015 at a price of $20.00 per share, the reported high and low sales prices of our Class A common stock have ranged from $21.04 to $93.75 per share through February 10, 2023.

Factors that may cause the market price of our Class A common stock to fluctuate include:

22 unchanged sentences

If our stock price is volatile, we may become the target of securities litigation, which could result in substantial costs and a diversion of management's attention and resources.

Provisions of our charter, bylaws and Delaware law may have anti-takeover effects that could prevent a change in control even if the change in control would be beneficial to our stockholders.

Our amended and restated certificate of incorporation and amended and restated bylaws provide for, among other things:

• a classified board of directors with staggered three-year terms;

• the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change in control;

Provisions of our charter, bylaws and Delaware law may have anti-takeover effects that could prevent a change in control of the Company even if the change in control would be beneficial to our stockholders.

Our amended and restated certificate of incorporation and second amended and restated bylaws provide for, among other things:

• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

• certain limitations on convening special stockholder meetings;

• amendment of certain provisions only by the affirmative vote of the holders of at least two-thirds in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as a single class.

In addition, although we have opted out of Section 203 of the Delaware General Corporation Law (DGCL), our amended and restated certificate of incorporation contains a provision that provides us with protections similar to Section 203 of the DGCL, and prevents us from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group who acquires at least 15% of our voting stock) for a period of three years from the date such person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

These provisions may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our stockholders.

On December 12, 2021, we announced that, in connection with its governance review and with input from our stockholders through our annual engagement process, the board of directors intends to recommend to our stockholders at our 2022 Annual Meeting of Stockholders certain amendments to our amended and restated certificate of incorporation, including a previously announced plan to eliminate our board of directors' classified structure, as well as the elimination of the supermajority threshold required for stockholders to amend our amended and restated certificate of incorporation and our amended and restated bylaws and the elimination of any exceptions or special rules to Section 203 of the DGCL.

However, we can provide no assurance that our stockholders will approve such amendments at our 2022 Annual Meeting of Stockholders.

• amendment of certain provisions only by the affirmative vote of the holders of at least a majority in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as a single class.

At our 2022 annual meeting of stockholders, our stockholders approved certain amendments to our amended and restated certificate of incorporation, including the recommendation of our board of directors to eliminate its classified structure, elimination of the supermajority threshold required for stockholders to amend our amended and restated certificate of incorporation and our amended and restated bylaws and the elimination of any exceptions or special rules to Section 203 of the Delaware General Corporation Law (DGCL).

In connection with the approval of the amendment to declassify our board of directors, the declassification of the board of directors will be a phase-in approach.

Beginning with the 2023 annual meeting of stockholders, each director nominated to serve on our board of directors will be nominated to serve for one-year terms.

Our board of directors will be completely declassified and all directors will be elected on an annual basis to serve one-year terms expiring at the next annual meeting beginning at the 2025 annual meeting of stockholders.

In all cases, each director will hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

Until the board of directors is fully declassified in 2025, the classification of our board of directors may prevent our stockholders from changing the membership of the entire board of directors in a relatively short period of time.

At least two annual meetings, instead of one, will be required to change the majority of directors.

The classified board provisions could have the effect of prolonging the time required for one of our stockholders with significant voting power to gain majority representation on our board of directors.

Our bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial form for disputes with us.

Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us or any of our current or former directors, officers, employees, or stockholders arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (iv) any other action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

certificate of incorporation, or our amended and restated bylaws, or (iv) any other action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

Our amended and restated bylaws provide that the U.S.

1 unchanged sentence

This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees and may discourage these types of lawsuits.

Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

We do not intend to pay dividends on our Class A common stock.

9 unchanged sentences

Under this or any other future share repurchase programs, 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.

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.

In February 2022, we entered into accelerated share repurchase agreements (ASRs) to repurchase shares of our Class A common stock in exchange for an up-front aggregate payment of $750.0 million.

In addition to the ASRs, during the year ended December 31, 2022, we repurchased a total of 7,642 shares of our Class A common stock in the open market, which were retired upon repurchase, for an aggregate purchase price of $550.1 million.

As of December 31, 2022, we had $1,699.9 million of remaining authorization available for repurchases.

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.

4 unchanged sentences

The impacts of the ongoing COVID-19 pandemic on the global economy and on our business continue to evolve.

To protect the health and well-being of our employees, partners and third-party service providers, we implemented a near company-wide work-from-home requirement for most employees, made substantial modifications to employee travel policies, and cancelled or shifted our conferences and other marketing events to virtual-only.

In late 2021, based on guidance from governmental authorities and health experts, we reopened certain offices and allowed employees to return to work on a voluntary basis.

We expect to reopen other offices in 2022.

Throughout the COVID-19 pandemic, we have helped our employees adapt to the work from home environment through technology assistance and continued learning opportunities.

To protect the health and well-being of our employees, partners and third-party service providers, in 2020 we implemented a near company-wide work-from-home requirement for most employees, made substantial modifications to employee travel policies, and cancelled or shifted our conferences and other marketing events to virtual-only.

In late 2021, we began reopening certain offices

in accordance with guidance from governmental authorities and health experts.

As of the date of this filing, we have invited most employees to return to our offices on a voluntary basis.

We expect to continue to reopen other offices this year.

Our employees remain highly productive.

We expect to maintain and continue to improve our productivity and efficiency through the remote only work environment, and the hybrid in-person and remote work environment as our offices open.

We expect to maintain and continue to improve our productivity and efficiency through the remote only work environment, and the hybrid in-person/remote work environment as our employees return to the office.

However, we cannot predict how our employees or business will be impacted by the ongoing COVID-19 pandemic, and our ability to continue product development, marketing efforts, high-level customer service and account management with our customers, and how other aspects of our business could be impacted in the future.

In addition, the COVID-19 pandemic has disrupted, and may continue to disrupt, the operations of our customers as a result of business shutdowns, decreased demand from their customers, travel restrictions, loss of employment and uncertainty in the financial markets, all of which have negatively impacted, and could continue to negatively impact, our business and operating results by reducing customer spending on our products and services, in particular for our higher-priced, do-it-for-you services.

For example, in June 2020 we restructured our U.S.

outbound sales and operations as a result of soft customer demand for higher-priced, do-it-for-you services such as GoDaddy Social, and reduced effectiveness of our U.S.

outbound calling process.

As global economic conditions recover from the COVID-19 pandemic, business activity may not recover as quickly as anticipated.

As global economic conditions continue to recover from the COVID-19 pandemic, business activity may not recover as quickly as anticipated.

Conditions will be subject to the effectiveness of government policies, vaccine administration rates and other factors that may not be foreseeable.

4 unchanged sentences

General macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession or an economic slowdown in the U.S.

or internationally, including as a result of the COVID-19 pandemic, could adversely affect demand for our products and make it difficult to accurately forecast and plan our future business activities.

Spending patterns of small businesses and independent ventures, which make up a substantial portion of our customer base, are difficult to predict and are sensitive to the general economic climate, the economic outlook specific to small businesses and ventures, the then-current level of profitability experienced by these groups and overall consumer confidence.

As a result of general macro-economic conditions, our customers may not be able to afford to renew existing products or buy additional products, or they may turn to lower-cost offerings from our competitors.

Our higher-priced services and aftermarket offerings have been, and may continue to be, negatively impacted by the COVID-19 pandemic as customers become more price-conscious.

In addition, our customers may be affected by changes in trade policies, treaties, government regulations and tariffs.

Trade protection measures, retaliatory actions, tariffs and increased barriers, policies favoring domestic industries, or increased import or export licensing requirements or restrictions could have a negative effect on the overall macro economy and our customers, which could have an adverse impact on our operating results.

or internationally, including as a result of continuing uncertainty from the COVID-19 pandemic or the Russia-Ukraine military conflict, could adversely affect demand for our products and make it difficult to accurately forecast and plan our future business activities.

and global markets have recently been experiencing volatility and disruption due to interest rate and inflation increases as well as the continued escalation of geopolitical tensions.

For example, inflation in the U.S.

began to rise in the second half of 2021 and has remained at high levels through third quarter 2022.

We are experiencing inflationary pressures in certain areas of our business, however we believe we have been able to slightly offset such pressures through our medium term contracts, hedging positions and a reduction in discretionary spending.

Although our business has not yet been materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially impacted by continued pressures.

Additionally, on February 24, 2022, Russian troops engaged in a full-scale military invasion of Ukraine.

Although the length and impact of the ongoing military conflict is highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

This military conflict has led to sanctions and other penalties being levied by the U.S., E.U.

and other countries against Russia, and other potential sanctions and penalties have also been proposed and/or threatened.

Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.

Although we have no employees or facilities in Russia or Ukraine, we do have a limited number of customers and contractors in these locations.

As a result, a prolonged conflict could cause delays in future product launches if such contractors are unable to work and/or it becomes necessary to locate and train new contractors to support our products.

In addition, we opted to shut down our GoDaddy website in Russia and have removed support for the Ruble.

Our business has not been materially impacted to date by the ongoing military conflict and it is impossible to predict the extent to which our operations, or those of our customers and contractors, will be impacted in the short and long term, or the ways in which the conflict may impact our business.

The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

Any such disruptions may also magnify the impact of other risks described in this Annual Report.

To the extent conditions in the domestic and global economy change, our business could be harmed as current and potential customers may reduce or postpone spending or choose not to purchase or renew subscriptions to our products which they may consider discretionary.

For example, it is possible that business activity in the UK or the E.U.

will be negatively affected by Brexit.

If our customers face decreased consumer demand, increased regulatory burdens or more limited access to international markets, we may face a decline in the demand for our products and our operating results could be adversely impacted.

Uncertain and adverse economic conditions may also lead to a decline in the ability of our customers to use or access credit, including through credit cards, as well as increased refunds and chargebacks, any of which could adversely affect our business.

In addition, changing economic conditions may also adversely affect third parties with which we have entered into relationships and upon which we depend in order to grow our business.

1 unchanged sentence

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) and the listing standards of the New York Stock Exchange (NYSE).

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) and the listing standards of the New York Stock Exchange (NYSE).

We expect the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

Management's attention may be diverted from other business concerns, which could adversely affect our business and operating results.

In addition, complying with these rules and regulations may divert management's attention from other business concerns, which could adversely affect our business and operating results.

We are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control.

1 unchanged sentence

Although our management has determined, and our independent registered public accounting firm has attested, that our internal control over financial reporting was effective as of December 31, 2022, we cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future.

If we have a material weakness in our internal control over financial reporting in the future, we could be subject to one or more investigations or enforcement actions by state or federal regulatory agencies, stockholder lawsuits or other adverse actions requiring us to incur defense costs, pay fines, settlements or judgments, thereby causing investor perceptions to be adversely affected and potentially resulting in restatement of our financial statements for prior periods and a decline in the market price of our stock.

If we have a material weakness in our internal control over financial reporting in the future, we could be subject to one or more investigations or enforcement actions by state or federal regulatory agencies, stockholder lawsuits or other adverse actions requiring us to incur defense costs or pay fines, or settlements or judgments, thereby causing investor perceptions to be adversely affected and potentially resulting in restatement of our financial statements for prior periods and a decline in the market price of our stock.

In addition, our current internal controls and any new controls we implement may become inadequate because of changes in conditions in our business or information technology systems or changes in the applicable laws, regulations and standards.

5 unchanged sentences

In addition, our ability to access certain third-party solutions is important to our operations and the delivery of our products, services and customer support.

Although we have disaster recovery plans in place, a significant natural disaster, such as an earthquake, fire or flood or acts of terrorism, civil unrest, pandemics such as the COVID-19 pandemic, or other similar events beyond our control could cause disruptions in our business or the business of our infrastructure vendors, data center hosting providers, partners or customers, our infrastructure vendors' abilities to provide connectivity and perform services on a timely basis or the economy as a whole.

Although we have disaster recovery plans in place, a significant natural disaster, such as an earthquake, fire or flood or acts of terrorism, civil unrest, pandemics such as the COVID-19 pandemic, international conflicts, such as the Russia-Ukraine military conflict, or other similar events beyond our control could cause disruptions in our business or the business of our infrastructure vendors, data center hosting providers, partners or customers, our infrastructure vendors' abilities to provide connectivity and perform services on a timely basis or the economy as a whole.

In the event our or our service providers' IT systems' abilities are hindered by any of the events discussed above, we and our customers' websites could experience downtime, and our products could become unavailable.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors